S-1

As filed with the U.S. Securities and Exchange Commission on May 31, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LandBridge Company LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware	6792	93-3636146
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

5555 San Felipe Street, Suite 1200

Houston, Texas 77056

(713) 230-8864

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jason Long

Chief Executive Officer

5555 San Felipe Street, Suite 1200

Houston, Texas 77056

(713) 230-8864

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David P. Oelman Michael S. Telle Vinson & Elkins L.L.P. 845 Texas Avenue, Suite 4700 Houston, Texas 77002 (713) 758-2222 Hillary H. Holmes Harrison Tucker Cynthia M. Mabry Gibson, Dunn & Crutcher LLP 811 Main Street, Suite 3000 Houston, Texas 77002 (346) 718-6600

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell the securities described herein until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell such securities, and it is not soliciting an offer to buy such securities, in any state or jurisdiction where the offer or sale is not permitted.

Subject to Completion, Preliminary Prospectus Dated   , 2024

Preliminary Prospectus

Class A Shares

LandBridge Company LLC

Class A Shares

Representing Limited Liability Company Interests

This is the initial public offering of Class A shares representing limited liability company interests (“Class A shares”) of LandBridge Company LLC, a Delaware limited liability company (“LandBridge”). We have elected to be treated as a corporation for U.S. federal income tax purposes.

We expect that the public offering price for our Class A shares will be between $    and $    per Class A share. We have applied to list our Class A shares on the New York Stock Exchange (the “NYSE”) under the symbol “LB.”

Following this offering, we will have two classes of authorized equity securities outstanding: Class A shares and Class B shares representing limited liability company interests (“Class B shares” and, together with Class A shares, “common shares”). Our Class B shares have no economic rights but entitle holders to one vote per Class B share on all matters to be voted on by shareholders generally. Holders of Class A shares and Class B shares will vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our Operating Agreement (as defined herein). Our outstanding Class A shares and Class B shares will represent approximately   % and   %, respectively, of the total voting power of our outstanding common shares immediately following this offering, assuming no exercise of the underwriters’ option to purchase additional Class A shares, with our affiliates owning approximately   % of such total voting power, without giving effect to any purchases that any of our affiliates may make through the directed share program.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and, as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. Please see the sections titled “Risk Factors” and “Summary—Emerging Growth Company and Smaller Reporting Company Status.” Immediately following this offering, we expect to be a “controlled company” within the meaning of the NYSE rules and, as a result, will qualify for and intend to rely on exemptions from certain corporate governance requirements. See “Management—Status as a Controlled Company” for additional information.

Investing in our Class A shares involves risks. See “Risk Factors” beginning on page 45 of this prospectus to read about factors you should consider before investing in our Class A shares. These risks include the following:

• Our revenues are substantially dependent on ongoing oil and natural gas exploration, development and production activity on or around our land. If E&P companies do not maintain drilling, completion and production activities on or around our land, the demand for the use of our land and resources, as well as the royalties we receive from the production of oil and natural gas and related activities on our land, could be reduced, which could have a material adverse effect on our results of operations, cash flows and financial position.

• The willingness of E&P companies to engage in drilling, completion and production activities on and around our land is substantially influenced by the market prices of oil and natural gas, which are highly volatile. A substantial or extended decline in oil and natural gas prices may adversely affect our results of operations, cash flows and financial position.

• Because a significant portion of our future revenue growth is expected to be derived from WaterBridge and Desert Environmental (each, as defined herein), any development that materially and adversely affects their business, operations or financial condition could have a material adverse impact on us.

• Our reliance on WaterBridge and its personnel to manage and operate our business exposes us to certain risks.

• LandBridge Holdings (as defined herein) has the ability to direct the voting of a majority of our common shares and control certain decisions with respect to our management and business, including certain consent rights and the right to designate more than a majority of the members of our board as long as it and its affiliates beneficially own at least 40% of our outstanding common shares, as well as lesser director designation rights as long as it and its affiliates beneficially own less than 40% but at least 10% of our outstanding common shares. LandBridge Holdings’ interests may conflict with those of our other shareholders.

• LandBridge Holdings, Five Point (as defined herein) and WaterBridge, as well as their affiliates, are not limited in their ability to compete with us, and may benefit from opportunities that might otherwise be available to us.

• There are certain provisions in our Operating Agreement (as defined herein) regarding fiduciary duties of our directors, exculpation and indemnification of our officers and directors and the approval of conflicted transactions that differ from the Delaware General Corporation Law (the “DGCL”) in a manner that may be less protective of the interests of our public shareholders and restrict the remedies available to shareholders for actions taken by our officers and directors that might otherwise constitute breaches of fiduciary duties if we were subject to the DGCL.

Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Class A share	Total
Public offering price	$	$
Underwriting discount(1)	$	$
Proceeds to LandBridge (before expenses)	$	$

(1) See “Underwriting” for a description of compensation payable to the underwriters.

We have granted the underwriters the option to purchase, exercisable within 30 days from the date of this prospectus, up to     additional Class A shares from us, at the public offering price less the underwriting discount.

At our request, the underwriters have reserved up to 5% of the Class A shares for sale at the public offering price through a directed share program to certain individuals associated with us. See “Underwriting—Directed Share Program.”

The underwriters expect to deliver the Class A shares to purchasers on or about      , 2024 through the book-entry facilities of The Depository Trust Company.

Goldman Sachs & Co. LLC Barclays

Wells Fargo Securities
Citigroup	Piper Sandler	Raymond James

Janney Montgomery Scott Johnson Rice & Company Pickering Energy Partners Texas Capital Securities Roberts & Ryan

Prospectus dated      , 2024.

TABLE OF CONTENTS

	Page
Summary		1
Risk Factors		45
Cautionary Note Regarding Forward-Looking Statements		86
Use of Proceeds		89
Dividend Policy		91
Capitalization		92
Dilution		94
Management’s Discussion and Analysis of Financial Condition and Results of Operations		96
Industry		120
Business		131
Management		174
Executive Compensation		181
Corporate Reorganization		188
Security Ownership of Certain Beneficial Owners and Management		191
Certain Relationships and Related Party Transactions		193
Description of Shares		200
Our Operating Agreement		203
Shares Eligible for Future Sale		213
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders		216
Certain ERISA Considerations		221
Underwriting		224
Legal Matters		232
Experts		232
Where You Can Find More Information		232
Glossary of Certain Industry Terms		A-1
Index to Financial Statements		F-1

Neither we nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus and any free writing prospectus we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell Class A shares and seeking offers to buy Class A shares only under circumstances and in jurisdictions where such offers and sales are lawful. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A shares. Our business, liquidity position, financial condition, prospects or results of operations may have changed since the date of this prospectus.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

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BASIS OF PRESENTATION

This is the initial public offering of Class A shares of LandBridge. We were formed on September 27, 2023 by WaterBridge NDB LLC (“NDB LLC”) and have not conducted and will not conduct any material business operations prior to the completion of the transactions described under “Corporate Reorganization” (such transactions, the “Corporate Reorganization”) other than certain activities related to this offering. Following the Corporate Reorganization, LandBridge will be a holding company, the sole material asset of which will consist of membership interests (“OpCo Units”) in DBR Land Holdings LLC, a Delaware limited liability company (“OpCo”). LandBridge will also be the sole managing member of OpCo.

Our organizational structure following the Corporate Reorganization will allow us to retain a direct equity ownership in OpCo, which will be classified as a partnership for U.S. federal income tax purposes following the offering. Investors in this offering will, by contrast, hold a direct ownership interest in us in the form of Class A shares, and an indirect ownership interest in OpCo through our ownership of OpCo Units. Although we were formed as a limited liability company, we have elected to be taxed as a corporation for U.S. federal income tax purposes.

Pursuant to our Operating Agreement and the OpCo LLC Agreement (as defined herein), our capital structure and the capital structure of OpCo will generally replicate one another and will provide for customary antidilution mechanisms in order to maintain the one-for-one exchange ratio between the OpCo Units and our Class A shares.

For additional information, please see “Corporate Reorganization” and “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.”

Throughout this prospectus, we present operational and financial information regarding the business of OpCo. This information is generally presented on an enterprise-wide basis. However, the Class A shares to be issued to the public shareholders in this offering will initially represent a minority economic interest in OpCo. We expect that LandBridge Holdings LLC (“LandBridge Holdings”) will initially hold a majority of the economic interest in OpCo, as a non-controlling interest holder, through its ownership of a majority of the OpCo Units outstanding immediately following the closing of this offering. Immediately following this offering, LandBridge Holdings will directly control us and, as a result, will indirectly control OpCo through its ownership of Class B shares representing greater than a majority of our outstanding common shares. Because the Class A shares issued in this offering will initially indirectly represent a minority economic interest in OpCo, prospective investors should therefore evaluate performance metrics and financial information in this prospectus accordingly. To the extent that OpCo Units (along with a corresponding number of our Class B shares) are redeemed for our Class A shares (or, at our election, for cash) over time, the relative economic interest of LandBridge and our public shareholders in OpCo’s economic results will increase relative to that of LandBridge Holdings.

Recent Acquisitions

As discussed under “Summary—Recent Developments—Acquisitions,” on May 10, 2024, we acquired approximately 103,000 surface acres in Loving and Winkler Counties, Texas, and Lea County, New Mexico (the “East Stateline Ranch”) from a private third-party seller (the “East Stateline Acquisition”). In tandem with the East Stateline Acquisition, WaterBridge, an affiliated entity, acquired brackish and produced water handling infrastructure located on the East Stateline Ranch and the associated commercial contracts from the same seller (the “WaterBridge Stateline Acquisition”).

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Additionally, on May 10, 2024, we acquired approximately 34,000 surface acres in Lea County, New Mexico and Andrews County, Texas (the “Speed Ranch”) from the same private third-party seller from which we acquired the East Stateline Ranch (the “Speed Acquisition” and, together with the East Stateline Acquisition, the “May 2024 Acquisitions”).

Finally, on March 18, 2024, we acquired approximately 11,000 surface acres in Lea County, New Mexico (the “Lea County Ranches” and, collectively with the East Stateline Ranch and the Speed Ranch, the “Acquired Lands”) from a private third-party seller (the “Lea County Acquisition”). We refer to the East Stateline Acquisition, the Speed Acquisition and the Lea County Acquisition collectively as, the “Acquisitions”.

Financial and Operating Data Presentation

Unless otherwise indicated, the historical financial and operating data presented herein generally consists of the consolidated financial and operating results of OpCo and its subsidiaries. OpCo has no operations, income (loss), liabilities or material assets, other than its interests in DBR Land LLC, a Delaware limited liability company and wholly-owned subsidiary of OpCo (“DBR Land”), and following this offering, its financial results will be included in the consolidated financial statements of LandBridge.

In certain instances in this prospectus, we present financial and operating data on a “pro forma” or “pro forma, as adjusted” basis, as applicable. As used herein and as applicable based on the periods presented, these references have the following meanings:

• the term “pro forma” when used with respect to financial data refers to the historical financial data of OpCo, as adjusted to give effect to the East Stateline Acquisition and the Credit Agreement Amendment, unless otherwise indicated; and

• the term “pro forma, as adjusted” when used with respect to financial data refers to the historical financial data of OpCo, as adjusted to give effect to the East Stateline Acquisition, the Credit Agreement Amendment, the Corporate Reorganization and this offering and the application of the net proceeds therefrom, unless otherwise indicated.

Unless otherwise indicated, pro forma financial data for the year ended December 31, 2023 gives effect to the East Stateline Acquisition and the Credit Agreement Amendment as if each transaction had been consummated on January 1, 2023. Unless otherwise indicated, pro forma financial data as of and for the three months ended March 31, 2024 gives effect to the East Stateline Acquisition and the Credit Agreement Amendment as if each transaction had been consummated on January 1, 2023, in the case of the statement of operations data, and March 31, 2024, in the case of the balance sheet data. Unless otherwise indicated, pro forma, as adjusted, financial data for the year ended December 31, 2023 gives effect to the East Stateline Acquisition, the Credit Agreement Amendment, the Corporate Reorganization and this offering and the application of the net proceeds therefrom as if each transaction had been consummated on January 1, 2023. Unless otherwise indicated, pro forma, as adjusted, financial data as of and for the three months ended March 31, 2024 gives effect to the East Stateline Acquisition, the Credit Agreement Amendment, the Corporate Reorganization and this offering and the application of the net proceeds therefrom as if each transaction had been consummated on January 1, 2023, in the case of the statement of operations data, and March 31, 2024, in the case of the balance sheet data. Pro forma and pro forma, as adjusted financial data contain certain reclassification adjustments to conform the historical East Stateline Ranch financial statement presentation to the Company’s financial statement presentation, as applicable.

The pro forma and pro forma, as adjusted, financial data is presented for illustrative purposes only and should not be relied upon as an indication of the financial condition or the operating results that would have been achieved if the Acquisitions, the Credit Agreement Amendment, the Corporate

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Reorganization and this offering and the use of proceeds therefrom, as applicable, had taken place on the specified dates. In addition, future results may vary significantly from the results reflected in such pro forma and pro forma, as adjusted data and should not be relied on as an indication of future results. Please refer to our unaudited pro forma condensed consolidated financial statements and the related notes thereto included elsewhere in this prospectus for additional information.

INDUSTRY DATA

Certain market and industry data and other statistical information used throughout this prospectus have been obtained from the following independent industry sources as well as from research reports prepared for other purposes: (i) Enverus; (ii) NSAI; (iii) Berkeley National Laboratory; (iv) BloombergNEF; (v) B3 Insights; and (vi) Pickering Energy Partners. Some market data and statistical information contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of publicly available industry publications, our internal research and our knowledge of the markets in which we currently operate and, as of the date of this prospectus, anticipate operating in the future. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this prospectus.

TRADEMARKS AND TRADE NAMES

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not, imply a relationship with us or endorsement or sponsorship by or of us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ^®, TM or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable owner or licensor to these trademarks, service marks and trade names.

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SUMMARY

This summary highlights certain information contained elsewhere in this prospectus concerning our business and this offering. Because this is a summary, it may not contain all of the information that may be important to you and to your investment decision in our Class A shares. The following summary is qualified in its entirety by the more detailed information and financial statements and related notes thereto included elsewhere in this prospectus. You should read this entire prospectus carefully and should consider, among other things, the matters set forth in “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the historical and pro forma financial statements and related notes thereto included elsewhere in this prospectus before deciding to invest in our Class A shares. In addition, certain statements in this prospectus include forward-looking information that is subject to risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” in this prospectus for additional information.

Unless the context otherwise requires, references in this prospectus to “LandBridge,” the “Company,” “we,” “our,” “us” or like terms refer to LandBridge Company LLC and its subsidiaries. When used in a historical context, such terms refer to DBR Land Holdings LLC and its subsidiaries. References in this prospectus to “Five Point” refer to Five Point Energy LLC. References in this prospectus to “WaterBridge NDB” refer to WaterBridge NDB Operating LLC, and references to “WaterBridge” collectively refer to WaterBridge NDB and WaterBridge Operating LLC, together with their respective operating subsidiaries. References in this prospectus to “Desert Environmental” refer to Desert Environmental LLC. See “Glossary of Certain Industry Terms” for other defined terms used in this prospectus.

Unless the context indicates otherwise, the information presented in this prospectus assumes (i) a public offering price of $    per Class A share (the midpoint of the price range set forth on the cover page of this prospectus) and (ii) that the underwriters’ option to purchase additional Class A shares is not exercised.

Company Overview

Land is critical to energy development and production. We own approximately 220,000 surface acres in and around the Delaware sub-basin in the prolific Permian Basin, which is the most active region 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, data centers and non-hazardous oilfield reclamation and solid waste facilities. Further, the significant industrial economy that exists to service and support energy development requires access to surface acreage to support those activities. Our strategy is to actively manage our land and resources to support and encourage oil and natural gas development and other land uses that will generate long-term revenue and Free Cash Flow for us and returns to our shareholders.

The Delaware Basin is the most active oil and natural gas development and production region of the prolific Permian Basin due to the abundant remaining oil and natural gas resources and low break-even cost of development. Activity in the Delaware Basin is dominated by large, generally publicly listed, well-capitalized producers. Our land is located predominantly in the heart of the Delaware Basin, along and near the regulatory divide of the Texas-New Mexico state border, which represents some of the most productive acreage in the Delaware Basin with a high concentration of hydrocarbons and growing drilling and completion activity. We believe that our strategic location positions us to capture additional revenues from the growth in infrastructure required to facilitate the development of these resources.

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We share a financial sponsor, Five Point, and our management team with WaterBridge. WaterBridge is one of the largest water midstream companies in the United States and operates a large-scale network of pipelines and other infrastructure in the Delaware Basin that, as of May 25, 2024, handled more than 2.0 million bpd of water associated with oil and natural gas production, consisting of 139 produced water handling facilities and approximately 3.4 million bpd of total handling capacity. WaterBridge operates primarily under long-term agreements with E&P companies to provide critical produced water handling throughout the full life cycle of its customers’ oil and natural gas wells. 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.

Five Point and our management team formed LandBridge to acquire, manage and expand a strategic land position in the heart of the Delaware Basin to support the development of WaterBridge’s large-scale produced water handling infrastructure and to actively manage our land and resources to support and encourage broader industrial and commercial development. Since our formation, our management and Five Point have successfully started and expanded businesses that generate new and growing revenues for us by capturing and monetizing commercial activity both on and near our land. Examples of the benefits of these relationships include WaterBridge’s strategic partnership with Devon Energy, which supports the development of significant additional infrastructure on and around our land. We believe that WaterBridge’s future growth will continue to underpin increased revenues for us, into which we have significant visibility and that requires minimal investment by us. Additionally, Five Point formed Desert Environmental to develop non-hazardous oilfield reclamation and solid waste facilities on our land. We believe Desert Environmental will provide a responsible waste disposal solution to those operating on or near our surface and generate additional revenues for us that otherwise would have gone to other landowners.

In addition to our relationships with WaterBridge and Desert Environmental, we have actively grown third-party revenues. We utilize a collaborative commercial approach with a diversified customer base to provide availability, timing and consistent terms for our customer’s development activities on our land. As a landowner, we benefit from these activities by charging fees and royalties based on our customers’ usage of our land and resources. Furthermore, the cost of development on our land is primarily borne by our customers, allowing us to benefit from their growth on our land while deploying minimal capital of our own. In furtherance of our strategy, we and WaterBridge entered into agreements with Texas Pacific Land Company (“TPL”), one of the largest landowners in Texas, to provide reciprocal crossing rights and produced water royalty and revenue sharing across an area of mutual interest that provides our customers (including WaterBridge) with greater development efficiency and enables them to increase their operations on our land. Please see “Business—Our Assets—Our Stateline Position” for more information related to our agreements with TPL.

We generate multiple revenue streams from the use of our surface acreage, the sale of resources from our land and oil and gas royalties.

• Surface Use Royalties and Revenues: We receive fees from our customers for the use of our surface acreage for their business operations, which currently include oil and natural gas development and production, produced water transportation and handling, pipeline and electrical infrastructure, a commercial fuel distribution facility and other commercial and industrial activities, including non-hazardous oilfield reclamation and solid waste facilities. This revenue stream will also include revenues generated from two solar facilities currently being developed on our land.

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• Resource Sales and Royalties: We receive fees from the sale of resources from our land, including sales of brackish water utilized in connection with oil and natural gas well completions, and royalties from sand extracted from our land for oil and natural gas operations. These resources are used by our customers in their projects on and around our land and elsewhere throughout the Delaware Basin.

• Oil and Gas Royalties: We receive a share of recurring revenues from the production of oil and natural gas on our approximately 8,000 net royalty acres through our ownership of mineral interests, of which approximately 96% underlie our surface acreage. Other than our net royalty acres, we do not own the mineral interests that underlie our surface acreage.

A key attribute of our business model is entering into agreements under which our customers bear substantially all of the operating and capital expenditures related to their operations on our land, with minimal capital requirements of our own for both current and future commercial opportunities, resulting in the ability to create significant Free Cash Flow. The following table summarizes our financial performance for the periods shown:

	Predecessor		Pro Forma(1)
	Year Ended December 31, 2023		Year Ended December 31, 2023
	(in thousands)
Total revenues	$	72,865	$	92,902
Net income		63,172		51,454
Adjusted EBITDA(2)		62,804		82,369
Cash flows from operating activities		53,042		—
Capital expenditures		2,783		—
Free Cash Flow/Acquisition Adjusted Free Cash Flow(2)	$	50,259	$	68,706	(3)

⁽¹⁾  Does not reflect management adjustments of approximately $9.4 million in additional revenues that would have been recognized as a result of commercial royalty rates that were effected pursuant to new commercial arrangements between us and WaterBridge entered into at the close of the East Stateline Acquisition, if such agreements had been in place as of January 1, 2023. For more information, see “Note 4. Management Adjustments” in our unaudited pro forma condensed consolidated financial statements.

⁽²⁾  Adjusted EBITDA, Free Cash Flow and Acquisition Adjusted Free Cash Flow are non-GAAP financial measures. See “—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” for more information regarding these non-GAAP measures and reconciliations to the most comparable GAAP measures and “—Free Cash Flow, Acquisition Adjusted Free Cash Flow, Free Cash Flow Margin and Acquisition Adjusted Free Cash Flow Margin” for more information.

⁽³⁾  Represents our “Acquisition Adjusted Free Cash Flow,” which we define as Free Cash Flow for the year ended December 31, 2023, as adjusted for cash provided by operating activities and cash used in investing activities of East Stateline Ranch for the year ended December 31, 2023, as if the East Stateline Acquisition occurred at the beginning of such period (“Acquisition Adjusted”).

Active Land Management

We actively manage the commercial development of our land, seeking to maximize the long-term value of our surface acreage and our resources by identifying and developing, or supporting the development of, new uses and revenues from our land. We communicate frequently with existing and potential customers with respect to new opportunities and revenue streams from our land. Unlike landowners focused primarily on agricultural or livestock operations, we proactively promote our land as a location for commercial and industrial uses, and we offer our customers an efficient contracting process that provides a holistic solution to their operational needs.

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Further, we are actively growing revenue streams beyond the hydrocarbon value chain to maximize utilization of our land and resources. As we have continued to attract and support operations on our land, the resulting infrastructure provides the opportunity to attract new businesses that can take advantage of that existing infrastructure to pursue additional commercial opportunities. For example, roads and power and other infrastructure in place on our land reduce development costs for natural gas processing facilities, crypto currency mines and data centers. We target opportunities that make the most efficient use of our surface acreage, allow the same surface acreage to be used for multiple activities and/or improve the value of the surrounding acreage, and have entered into, or are currently pursuing, primarily long-term commercial relationships with businesses focused on solar power generation, power storage, crypto currency mining and data management, as well as other renewable energy production, among other industries and applications. Similar to the other operations conducted on our land, we expect to enter into surface use or similar agreements with the owners of these projects from which we expect to receive surface use fees and other payments in connection with the utilization of our land, but we do not expect to own or operate such projects or expect to incur significant capital expenditures in connection therewith.

For the year ended December 31, 2022, we generated $33.5 million of non-oil and gas royalty revenue on our initial approximately 72,000 owned surface acres, or $465 in revenue per owned surface acre. As a result of our active management strategy, we have increased non-oil and gas royalty revenue on such 72,000 owned surface acres by 56% to $52.1 million for the year ended December 31, 2023, or $724 in revenue per owned surface acre. We measure our revenue divided by our total acreage as a performance metric, which we refer to as “surface use economic efficiency.” We believe that the Acquired Lands present an attractive opportunity to apply our active land management strategy in a similar fashion and generate attractive returns for our investors.

Land and Produced Water Relationship

Produced water naturally exists in underground formations and is brought to the surface during crude oil and natural gas production throughout the entire life of an oil or natural gas well. Produced water must be reliably separated and handled in order for these wells to be brought online and remain in production. The gathering, treating, handling and recycling of produced water requires both access to significant surface acreage for operations and subsurface reservoirs that are porous, uniform and stable where produced water can be injected and sequestered.

Access to significant surface acreage and subsurface reservoirs for produced water handling is of particular importance to operators in the Delaware Basin. The Delaware Basin has experienced significant growth in oil and natural gas production activity over the last three years, with approximately 60% and 45% growth in oil and natural gas wells brought online and active rigs, respectively, according to Enverus. We believe that this growth in oil and natural gas production activity will require increased produced water handling capacity, as the amount of produced water produced from wells in the Delaware Basin significantly exceeds the amount of the related oil and natural gas production. Specifically, for every barrel of oil produced in the Delaware Basin from 2016 to 2023, approximately four barrels of associated water were produced, according to Enverus. Produced water volumes have increased as hydrocarbon production has increased in the Delaware Basin over the last several years. From 2016 to 2023, produced water in the Delaware Basin grew from approximately 2.6 MMBbl/d to approximately 10.7 MMBbl/d, a CAGR of 22%. Historical and forecasted Delaware Basin produced water volumes as of September 30, 2023, including the anticipated incremental increase in produced water volumes that could be recycled or handled in existing and/or new produced water handling facilities, are shown in the graphic below, in each case according to Pickering Energy Partners and B3 Insights.

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Delaware Basin Produced Water Volumes

Source: Pickering Energy Partners and B3 Insights

Produced water handling facilities and their access to specific geologic zones are regulated at the state level and are required to meet guidelines imposed by the relevant state agencies. Because the Delaware Basin straddles the Texas–New Mexico state border, the planning, permitting and building of produced water infrastructure is dependent upon the laws and regulations of either Texas or New Mexico.

In contrast to New Mexico, Texas generally provides a more favorable regulatory environment for produced water permitting. Between January 1, 2021 and March 31, 2024, the Texas produced water permitting process has taken an average of 171 days from initial submission to approval for produced water handling facilities located in the Delaware Basin (as defined by the EIA’s Permian Sub-Basin boundary), compared to an average of 655 days in New Mexico for produced water handling facilities located in the Delaware Basin over the same time period. Furthermore, we believe that New Mexico regulatory agencies have been less likely to approve shallow geological produced water handling wells. Only 30% of all approved permits in the Delaware Basin in New Mexico from January 1, 2021 to March 31, 2024 were for shallower intervals (defined as injection formations above the top of the Woodford formation), compared to 99% in the Delaware Basin in Texas over the same time period. Building infrastructure for deep geological produced water handling is time consuming, operationally complex and expensive, which increases the economic risks and limits operational flexibility and certainty desired by water midstream companies and E&P companies. The combination of favorable geological characteristics and a comparatively less restrictive regulatory environment drives increased demand for produced water handling facilities on the Texas side of the Texas-New Mexico state border. Our Stateline and Northern Positions benefit from the demand for surface acreage and pore space in Texas that is driven by the regulatory divide between Texas and New Mexico and the level of oil and gas activity in the Northern Delaware Basin. Please see “Business—Our Assets—Our Stateline Position” and “Business—Our Assets—Our Northern Position” for more information.

New Mexico also presents a more restrictive regulatory and hydrological environment for sourcing brackish water used for oil and natural gas well completion activity. As a result, much of the brackish water supplied to the oil and natural gas industry in New Mexico is sourced from Texas. Our Stateline and Northern Positions contain significant underground brackish water sources from which brackish water can be produced for sale to companies that deliver this water to E&P companies in New Mexico for use in their drilling and completion activities.

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We believe that expected future growth of produced water volumes in the Delaware Basin will require incremental pore space to ensure proper handling. We also believe that our large land position strategically located at the intersection of significant producer activity and access to largely underutilized pore space offers critical capacity for produced water disposal, along with our management team’s extensive experience in the produced water industry, uniquely positions us to provide producers and produced water companies with access to our land and pore space to establish large-scale, reliable produced water handling solutions, from which we will generate multiple revenue streams, including the sale of resources from our land and produced water handling royalties.

Northern Delaware Basin Pore Space for Water Handling

Source: Enverus

As of May 25, 2024, WaterBridge operates approximately 600,000 bpd of produced water handling capacity on our land and has approximately 940,000 million bpd of additional permitted capacity available for future development on our land. We believe that our land position supports more than 3.5 million bpd of water handling capacity, as of May 25, 2024, assuming 25,000 bpd produced water handling permits and one-mile spacing between all future produced water handling facilities. We receive royalties for each barrel of produced water handled on our land as well as surface use payments for infrastructure constructed on our land.

Our Assets

We own approximately 220,000 surface acres in and around the Delaware Basin in Texas and New Mexico, the most active oil and natural gas development and production region of the United States, as of May 25, 2024. Our surface acreage is located across three separate areas, which we refer to as our Stateline, Northern and Southern Positions. Our land positions are shown below.

The estimated ultimate recovery (“EUR”) represents the total amount of oil and natural gas expected to be recovered over the life of a well. Wells with longer lateral lengths generally have a higher EUR. Because not all wells have the same lateral length, EUR per foot of lateral length is commonly used for comparability purposes. The EUR per foot of lateral length from oil and natural gas

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wells on and near our land position, according to Enverus, as of April 30, 2024 after giving effect to the May 2024 Acquisitions, is shown in the graphic below.

Overview of our Land Position

Source: Enverus

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Our Stateline Position

Our Stateline Position consists of approximately 137,000 surface acres located primarily in Loving, Reeves and Winkler Counties, Texas, and Lea County, New Mexico, near and along the Texas-New Mexico state border, as of May 25, 2024. Our Stateline Position is comprised of a significant and large land position and geological formations that are generally characterized by high permeability and porosity, that we believe will enable reliable water handling. There are substantial hydrocarbon resources under and in close proximity to our Stateline Position, which attracts high-quality, well-capitalized producers, including Devon Energy, EOG Resources, ConocoPhillips, Continental Resources, Admiral Permian and Occidental Petroleum. According to NSAI as of April 30, 2024 after giving effect to the East Stateline Acquisition, approximately 11,527 identified well locations across seven formations exist within a 10-mile radius of our surface acreage in our Stateline Position, assuming $75 per barrel WTI NYMEX pricing and $3 per MMBtu Henry Hub NYMEX pricing. We believe that our geographic proximity to the operations of large, well-capitalized producers positions us to benefit from anticipated growth in oil and natural gas development on and around our land.

The western portion of our Stateline Position is semi-contiguous, or checkerboarded, with surface acreage held by TPL, one of the largest landowners in Texas. The nature of the checkerboarded acreage results in E&P companies, midstream companies, service companies and other operators in the area generally needing to access both our and TPL’s surface acreage for rights of way. In order to unlock opportunities for the checkerboarded surface acreage, we, together with WaterBridge, entered into agreements with TPL in the first quarter of 2022 that established an approximate 64,000 acre area of mutual interest (the “Stateline AMI”) across much of the western portion of our Stateline Position and the adjacent TPL surface acreage. These agreements provide reciprocal crossing rights as well as royalty and revenue sharing across the Stateline AMI, and provides WaterBridge the certainty necessary to develop large scale water infrastructure assets on and around such land. We believe these agreements provide WaterBridge with greater water handling opportunities across the western portion of our Stateline Position, which we expect to result in additional royalty revenue for us. Please see “Business— Our Assets—Our Stateline Position” for more information related to our agreements with TPL.

As of May 25, 2024, WaterBridge and other producers operated approximately 650,000 bpd of existing produced water handling capacity on the western portion of our Stateline Position. We believe that the pore space underlying the western portion of our Stateline Position will be able to support approximately 1.1 million bpd of additional produced water handling capacity, assuming 25,000 bpd produced water handling permits and one-mile spacing between all future produced water handling facilities.

The eastern portion of our Stateline Position includes 103,000 contiguous surface acres in Winkler and Loving Counties, Texas and Lea County, New Mexico that we acquired in the East Stateline Acquisition. Furthermore, in tandem with the East Stateline Acquisition, WaterBridge acquired produced water handling infrastructure on the East Stateline Ranch with 140,000 bpd of existing produced water handling capacity and a brackish water supply system that serves producers active on the East Stateline Ranch, including ConocoPhillips, Continental Resources, Devon Energy, Occidental Petroleum, Admiral and Permian Resources. These producers are subject to SUAs that govern commercial activities on the East Stateline Ranch, which we believe will generate significant revenues for us. We believe that WaterBridge will invest substantial capital to expand the existing produced water system on the East Stateline Ranch to handle both growing needs on our land as well as to handle produced water from surrounding areas, particularly from New Mexico. In addition, we believe that the East Stateline Ranch contains substantial sand resources, which we expect to support additional sand mine developments over time and generate surface use revenue for us in connection with the utilization of our land.

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As of May 25, 2024, WaterBridge and other producers operated approximately 435,000 bpd of existing produced water handling capacity on the eastern portion of our Stateline Position. We believe that the pore space underlying the eastern portion of our Stateline Position will be able to support approximately 1.5 million bpd of additional produced water handling capacity, assuming 25,000 bpd produced water handling permits and one-mile spacing between all future produced water handling facilities.

As shown below under “—Hydrocarbon Resources Near Our Stateline Position,” our Stateline Position and the surrounding acreage represent some of the most productive acreage in the Delaware Basin due to the relatively high concentration of hydrocarbons in the area. According to Enverus as of April 25, 2024, within the Delaware Basin, approximately 52% of active drilling rigs, 50% of active drilling permits and 52% of drilled but uncompleted wells (“DUCs”) were located within 10 miles of our land position, after giving effect to the May 2024 Acquisitions.

As shown below under “—Water to Oil Production Near Our Stateline Position,” the oil produced in and around our Stateline Position is accompanied by significant volumes of produced water, averaging a ratio of approximately 4.5 barrels of water per barrel of oil, or approximately 82% of total liquids produced from a typical well according to NSAI, as of April 30, 2024. This water must be reliably handled in order for these wells to be brought online and remain in production, driving continuing demand for water handling on acreage in close proximity to the operations of producers. We believe that our land is well situated to participate in the growth in strategic infrastructure necessary to handle these large volumes of produced water.

The EUR of oil and natural gas wells on and around our Stateline Position, according to Enverus as of May 25, 2024, is shown in the graphic below. EUR is expressed per foot of lateral length for comparability purposes.

Hydrocarbon Resources Near Our Stateline Position

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Water to Oil Production Near Our Stateline Position

Source: Enverus

WaterBridge’s ability to capture growth in and around our Stateline Position is evidenced by the announcement of a strategic partnership between WaterBridge and Devon Energy in August 2023 to own and operate the largest private water infrastructure system in the Delaware Basin along the Texas-New Mexico state border. As a part of this strategic partnership, Devon Energy and WaterBridge entered into a long-term agreement pursuant to which Devon Energy committed all of its produced water handling to WaterBridge within a large area of mutual interest, including an initial dedication of approximately 52,000 acres. As a result of WaterBridge’s commercial development activity, including its partnership with Devon Energy, WaterBridge operates approximately 600,000 bpd of produced water handling capacity on our land, primarily on our Stateline Position, as of May 25, 2024.

In 2022, we entered into an agreement with a large, investment grade E&P company to develop up to an approximately 1,600 acre portion of our Stateline Position for the mining of sand to be used in oil and natural gas well completions. This mine commenced operations in 2022, is expected to produce up to 3.0 million tons per year of sand and is expected to have reserves that will allow our customer to produce sand for 10 years or more. We earn a royalty on every ton of sand extracted from this acreage, and the mine purchases brackish water from us to process the sand. We believe there are multiple areas with high quality sand to be developed on our Stateline Position.

Although oil and natural gas production and related services account for a large majority of the activity in our Stateline Position, Desert Environmental has built two non-hazardous oilfield reclamation and solid waste facilities, which pay royalties to us based on waste handled. In addition, as oil and natural gas activities continue to support the buildout of electric and data infrastructure, there are opportunities with developers seeking to build data centers, crypto currency mining facilities, power storage facilities and commercial fueling stations across our Stateline Position.

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Our Northern Position

Our Northern Position, which includes land positions in Eddy and Lea Counties, New Mexico and Andrews County, Texas, consists of approximately 49,000 fee-owned surface acres and 14,165 additional surface acres leased from the BLM and State of New Mexico, as of May 25, 2024. Our BLM and State of New Mexico acreage is leased under customary BLM and State of New Mexico lease terms, respectively, on a year-to-year basis. The northern part of the Delaware Basin currently is experiencing significant growth in oil and natural gas development activity, which will require investments in produced water handling capacity. According to NSAI as of April 30, 2024 after giving effect to the May 2024 Acquisitions, approximately 1,552 identified well locations across four formations exist within a 10-mile radius of our surface acreage in our Northern Position, assuming $75 per barrel WTI NYMEX pricing and $3 per MMBtu Henry Hub NYMEX pricing.

Our Northern Position supports much needed water infrastructure development to serve oil and natural gas development in the northern part of the Delaware Basin. Our surface acreage in northern Eddy County was initially utilized by WaterBridge to support the operations of Permian Resources, APA Corporation and Devon Energy. We own approximately 44,000 surface acres on the border of Andrews County, Texas and Lea County, New Mexico, as of May 25, 2024, and we have also entered into a lease for exclusive pipeline right-of-way rights across approximately 2,000 surface acres in Lea County, New Mexico with an initial term of 10 years and four automatic 10-year renewal terms. We believe that there is a need for produced water systems serving central and northern Lea and Eddy Counties to transport produced water east out of the Delaware Basin. The recent Speed Ranch and Lea County Acquisitions within our Northern Position provide critical access to pore space that we believe will be able to handle significant produced water volumes.

As of May 25, 2024, WaterBridge operated 50,000 bpd of existing produced water handling capacity on our Northern Position. We believe that the pore space underlying our Northern Position will be able to support approximately 1.0 million bpd of additional produced water handling capacity, assuming 25,000 bpd produced water handling permits and one-mile spacing between all future produced water handling facilities.

Our Southern Position

Our Southern Position consists of approximately 34,000 surface acres located in Reeves and Pecos Counties, Texas in the Delaware Basin, as of May 25, 2024. Various producers have operations on or in the vicinity of our Southern Position, including ConocoPhillips, APA Corporation, Permian Resources and Diamondback Energy, and we generate revenues from their use of our Southern Position acreage and its resources. According to NSAI as of April 30, 2024, after giving effect to the May 2024 Acquisitions, approximately 9,117 identified well locations across seven formations exist within a 10-mile radius of our surface acreage in our Southern Position, assuming $75 per barrel WTI NYMEX pricing and $3 per MMBtu Henry Hub NYMEX pricing. In addition, we continually seek to identify and pursue opportunities with a broad array of customers, including new, distinct operations on our Southern Position. For example, through our subsidiaries, DBR Solar and Pecos Renewables, we are permitting the construction and operation of two facilities with an aggregate of 330-megawatts of solar generation capacity on our Southern Position, and we have identified a third location in our Southern Position that we believe will be an attractive location for an additional 120 megawatts of solar capacity. In addition, our Southern Position is adjacent to the I-10 interstate highway corridor, the fourth longest interstate highway system in the country, as well as I-20, which, each individually and collectively, serve as corridors for significant vehicle traffic and for pipeline and electrical infrastructure, representing additional development opportunities for this surface acreage.

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Our Mineral Interests

We own approximately 8,000 net royalty acres in the Delaware Basin with a weighted average royalty interest based on acreage of 23.9% and an average proved developed producing net revenue interest per well of 4.4%, as of May 25, 2024. Our mineral interests are leased to some of the top operators in the Delaware Basin, including APA Corporation, Chevron, ConocoPhillips and Occidental Petroleum. Our leases with these and other E&P companies permit the lessee to explore for and produce oil, natural gas and NGLs from our land and entitle us to receive an upfront cash payment, or lease bonus, and a percentage of the proceeds from the sales of these commodities in the form of an oil and gas royalty interest. Unlike owners of working interests in oil and natural gas properties, we are not obligated to fund drilling and completion costs, plugging and abandonment costs or lease operating expenses associated with oil and natural gas production. As a mineral owner, we incur only our proportionate share of production and ad valorem taxes and, in some cases, gathering, processing and transportation costs. If the lessee does not meet certain requirements, such as drilling and completing wells within the leased mineral acreage by a specified date, the lessee must pay to extend the lease, or the lease will terminate. If terminated, we would seek to re-lease our mineral interests to another E&P company. Of our net royalty acres, approximately 96% underlie our surface acreage. Other than our net royalty acres, we do not own the mineral interests that underlie our surface acreage.

Unlike businesses that focus on buying oil and gas royalty interests, which are more directly exposed to commodity prices, our focus is on surface acreage ownership and the associated fee-based revenue. As a result, we expect to acquire additional mineral interests only incidentally in connection with property acquired primarily for other purposes and, consequently, oil and natural gas is expected to become a smaller percentage of our total revenues over time.

Our Business Model

We are focused on actively growing revenue from the use of our surface acreage and the sale of resources from our land, while continuing to maximize value from our current mineral interests. We believe that our largely fee-based contracts, as well as our strong base of revenues from our customers’ oil and natural gas production, help mitigate our direct exposure to commodity price fluctuations and promote cash flow stability through commodity price cycles.

Sources of Revenue

Our sources of revenue currently include:

Surface Use Royalties and Revenues

• Surface Use Royalties: Under our surface use royalty agreements, including produced water handling facility leases and certain surface use agreements that contain water handling royalties (“SURAs”), which typically provide for five- to 10-year initial terms, we receive a royalty based on a percentage of gross revenues derived from the 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 from operations under our SURAs include produced water transportation and handling operations, skim oil recovery and produced water throughput and waste reclamation, all of which are required for oil and natural gas production throughout the lifecycle of a well.

• Easements and Surface-Related Revenues: Under our surface use agreements, including easements and rights of way (collectively, “SUAs”), which typically provide for five- to 10-year

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initial terms, we typically receive a fee when the contract is executed, fixed monthly or annual payments, and often additional fees at the beginning of each renewal period. Such agreements typically include pre-defined terms for fees that we will receive for our customers’ development and use of drilling sites, new and existing roads, pipeline easements and electric transmission easements. 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.

Resource Sales and Royalties

• Resource Sales: Under our water supply agreements, we sell brackish water to be used primarily in well completions in exchange for a per barrel fee. These fees are negotiated and vary depending on the destination of the brackish water, with brackish water sold for use outside the Stateline AMI typically at wholesale prices, and brackish water sold for use in the Stateline AMI sold directly to producers at retail prices. Revenue from brackish water sold for use in the Stateline AMI is shared with TPL (please see “—Our Assets—Our Stateline Position” for more information related to our agreements with TPL). We and TPL have strong relationships with, and contractual commitments from, many of the E&P companies in the Stateline AMI. Additionally, the immediate proximity of our Stateline Position to the Texas-New Mexico state border provides us the ability to deliver brackish water volumes into the otherwise constrained market in New Mexico. Through our relationships, as well as the strategic location of our brackish water resources, we believe that we will benefit from strong demand going forward in both Texas and New Mexico. Similarly, our customers buy caliche from us for the construction of access roads and well pads for which we receive a fixed-fee per cubic yard of caliche extracted from our surface acreage. Businesses operating on our land are generally required to buy all caliche they use on our land from us.

• Resource Royalties: Under our sand lease agreements, we lease our surface acreage to customers to construct and operate at their expense sand mines to provide in-basin sand for use in oil and natural gas completion operations. We receive a fixed royalty per ton of sand extracted, as well as a fixed-fee per barrel of brackish water used to support sand mining operations. A large E&P company currently operates a sand mine on our land, and we have recently executed sand leases with two additional sand mine operators to develop and operate sand mines on our lands.

Oil and Gas Royalties

• Under our oil and natural gas mineral leases, we receive a lease bonus at inception and in connection with any extensions and oil and gas royalties on a per unit produced basis at a market rate, less production taxes and, in some instances, gathering, processing and transportation costs. Our leases, which typically extend for a one- to three-year primary term, permit the lessee to explore for and produce oil, natural gas and NGLs from our land and entitle us to receive a percentage of the proceeds from the sales of these commodities in the form of a royalty. If the lessee does not meet certain requirements, such as drilling and completing wells within the leased mineral acreage by a specified date, the lessee must pay to extend the lease, or the lease will terminate. If terminated, we would seek to re-lease our mineral interests to another E&P company.

We expect our fee-based revenues to grow over time relative to our revenues generated from oil and gas royalties. While our focus is on fee-based arrangements, our revenues generated from oil and gas royalties fluctuate with market prices for oil and natural gas. For the year ended December 31, 2023,

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approximately 35% of our total revenues were surface use royalties and revenues, approximately 36% were resource sales and royalties and approximately 29% were oil and gas royalties. As shown in the chart below, for the year ended December 31, 2023, approximately 43% of our pro forma total revenues were surface use royalties and revenues, approximately 35% were resources sales and royalties and approximately 22% were oil and gas royalties.

2023 Pro Forma Revenue Breakdown

We seek to include inflation escalators in each of our contracts for surface use royalties and revenues and resource sales and royalties, which, when combined with our relatively low operating and capital expenditures, tend to substantially mitigate our exposure to rising costs. Due to our contract structure and relatively high margins, periods of elevated inflation could result in margin expansion for our business if our revenues increase at a faster pace than our operating expenditures. Given the expected long-term nature of production in the Delaware Basin, we expect these contracts to be renewed over an extended period of time. While we expect these revenue streams to be recurring over the long-term, our contracts with our significant customers, which represent a large portion of our revenues, generally do not contain minimum commitment provisions for land use or brackish water volumes to be purchased. As a result, our revenues are dependent on ongoing demand from these customers, which may decrease due to factors beyond our control despite our current expectations regarding long-term activity by our customers on our land. Among other risks to which we are exposed, we are subject to the risk of geographic concentration in the Permian Basin where we compete with other landowners to provide an attractive development site for the limited number of potential customers that seek to develop and/or construct infrastructure or procure resources necessary for their projects and operations.

Financial Performance

Key to our business model is entering into agreements under which our customers bear substantially all of the operating and capital expenditures related to their operations, while requiring only modest capital investment by us. As a result, we are able to grow our revenues, net income and Adjusted EBITDA while maintaining relatively high Free Cash Flow.

Our success in signing new commercial agreements through the active management of our land combined with the strength of our existing contracts and our proactive land acquisition strategy has resulted in significant growth in our business.

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Please see the table below comparing results for the periods shown:

	Predecessor						Percentage Change			Pro Forma			Pro Forma Percentage Change
	Year Ended December 31, 2022			Year Ended December 31, 2023			From December 31, 2022 to December 31, 2023			Year Ended December 31, 2023			From December 31, 2022 to December 31, 2023
	(in thousands)									(in thousands)
Total revenues	$	51,777		$	72,865			41	%	$	92,902			79	%
Net income	$	(6,361	)	$	63,172			—		$	51,454			—
Net income margin		(12	)%		87	%		—			55	%		—
Adjusted EBITDA(1)	$	41,212		$	62,804			52	%	$	82,369			100	%
Cash flow from operating activities	$	20,500		$	53,042			159	%		—			—
Free Cash Flow/ Acquisition Adjusted Free Cash Flow(1)	$	17,209		$	50,259			192	%	$	68,706			299	%
Operating Cash Flow Margin		40	%		73	%		33	%		77	%(2)		37	%
Free Cash Flow Margin/Acquisition Adjusted Free Cash Flow Margin(1)		33	%		69	%		36	%		74	%(2)		41	%

⁽¹⁾  Adjusted EBITDA, Free Cash Flow, Acquisition Adjusted Free Cash Flow, Free Cash Flow Margin and Acquisition Adjusted Free Cash Flow Margin are non-GAAP financial measures. See “—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” for more information regarding these non-GAAP measures and reconciliations to the most comparable GAAP measures and “—Free Cash Flow, Acquisition Adjusted Free Cash Flow, Free Cash Flow Margin and Acquisition Adjusted Free Cash Flow Margin” for more information.

⁽²⁾  Represents our Acquisition Adjusted Free Cash Flow, which we define as Free Cash Flow for the year ended December 31, 2023, as adjusted for cash provided by operating activities and cash used in investing activities of East Stateline Ranch for the year ended December 31, 2023, as if the East Stateline Acquisition occurred at the beginning of such period.

Our Relationship with WaterBridge

We share a management team and financial sponsor with WaterBridge. WaterBridge owns and operates one of the largest integrated water midstream systems in the United States, providing water sourcing and produced water handling in key oil and natural gas producing basins in Texas, New Mexico and Oklahoma. WaterBridge’s key customers include Chevron, Devon Energy, EOG Resources, ConocoPhillips, Diamondback Energy, Occidental Petroleum, Vital Energy, Permian Resources, Mewbourne Oil Company and APA Corporation. As of May 25, 2024, WaterBridge handled approximately 2.2 million bpd of aggregate produced water and maintained 174 produced water handling facilities and had approximately 4.0 million bpd of aggregate handling capacity, in each case across its aggregate areas of operation. WaterBridge has the right to construct produced water infrastructure on our Stateline and Northern Positions and is one of our largest customers, representing approximately 14% of our revenue and 11% of our pro forma revenue during the year ended December 31, 2023. These revenues consist of:

• produced water handling fees;

• skim oil royalties; and

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• fees associated with rights of way for pipelines, equipment and roads and related surface use permits.

During the year ended December 31, 2023, we generated $10.4 million of revenues and $10.4 million of pro forma revenues from WaterBridge. For every 100,000 bpd of incremental produced water that WaterBridge brings onto our surface, we expect to generate royalty fees of approximately $4.0 million to $6.0 million per year, including skim oil revenues. The shared management team between LandBridge and WaterBridge facilitates our common goal of capitalizing on energy production in the Permian Basin through a mutually beneficial relationship. Additionally, our shared management team’s visibility into oil and natural gas production and long-term trends in the Permian Basin as a result of WaterBridge’s platform allows us to facilitate development of infrastructure in certain premier locations, thus capturing additional revenue streams.

In the Permian Basin, WaterBridge is primarily focused on building and operating integrated water networks to provide operational continuity for its upstream customers. WaterBridge’s integrated systems provide continuous handling capacity for water produced in connection with production operations. WaterBridge’s network provides operational redundancy, customer flow assurance and recycling and redelivery across its entire Permian Basin footprint. Within the Delaware Basin, WaterBridge has approximately 1,600 miles of pipeline, 139 produced water handling facilities and 3.4 million bpd of water handling capacity, as of May 25, 2024. In particular, as of May 25, 2024, WaterBridge operates an integrated water network on our land with approximately 600,000 bpd of existing water handling capacity, primarily on our Stateline Position, and has approximately 940,000 million bpd of additional permitted capacity available for future development on our land.

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In addition, the Stateline AMI provides WaterBridge the certainty necessary to develop large-scale water infrastructure assets on our land, which we believe will provide WaterBridge with greater water sourcing and handling opportunities and will generate additional royalty revenue for us. A map of WaterBridge’s assets in the Delaware Basin, as of May 25, 2024 is shown in the graphic below.

WaterBridge Assets Map

Our Relationship with Desert Environmental

We share a financial sponsor with Desert Environmental. Desert Environmental has developed two environmental remediation facilities for non-hazardous oilfield reclamation and solid waste disposal on our land. We will receive a percentage of gross revenue from solid waste disposal and reclamation operations, as well as revenue from providing brackish water for landfill operations. Desert Environmental’s facilities were completed in the first quarter of 2024, and we expect our revenues received from Desert Environmental to increase as a result of its proximity to various sources of energy production and related services activity and major roadways in the area, which allow easy access for the transportation of waste products.

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Although WaterBridge has historically contracted with unaffiliated parties to handle solid waste from its water handling facilities, in tandem with the formation of Desert Environmental, WaterBridge contracted with Desert Environmental to handle substantially all of its solid waste, which we expect to result in additional revenue for us. This contract provides the base level of business required to support the two waste facilities on our land. We believe that Desert Environmental will also benefit from our management’s commercial relationships with WaterBridge’s customers, as well as our relationships with E&P companies that operate on our land.

Our Relationship with Five Point

Five Point is an investment firm focused on building businesses within the environmental water management and sustainable infrastructure sectors. Five Point acquires and develops in-basin assets, provides growth capital and builds industry leading companies with experienced management teams and large E&P partners. As of March 31, 2024, Five Point had approximately $5 billion of assets under management. Five Point will indirectly own a majority of our common shares immediately following this offering and owns a majority of the equity interests in WaterBridge and Desert Environmental.

Our Competitive Strengths

We believe that the following competitive strengths will allow us to successfully execute our business strategies and achieve our business objectives.

Our land is critical to our customers’ business operations in and around the Delaware Basin, which often require our land and resources for multiple uses.

For the year ended December 31, 2023, approximately 72% of our revenue and 78% of our pro forma revenue was generated from uses of our land and its resources to support the development and production of oil and natural gas. Our customers use our land and its resources in a variety of ways, including for:

• the construction of access roads, well pads and other infrastructure;

• rights of way for pipelines and electrical transmission easements;

• the extraction of brackish water and sand; and

• produced water handling.

We offer our customers a streamlined commercial process through long-term agreements that provide surface access as well as access to sand, brackish water and other resources. Our customers actively seek to enter into agreements to use our land and resources because of our strategic location in the core of the Permian Basin, and, consequently, we believe that we are well situated to receive favorable terms from our customers. Additionally, as our customers conduct development activities, additional infrastructure is installed, such as roads and electrical transmission and telecommunications infrastructure, the presence of which provides the opportunity to attract additional customers who can take advantage of that installed infrastructure to pursue new commercial opportunities that drive increased use of our land and generate incremental revenue for us.

Our relationship with WaterBridge uniquely positions us to capture produced water volume growth.

We have a symbiotic relationship with WaterBridge. Efficient and reliable produced water handling requires pipelines, equipment and roads to be developed across large, contiguous tracts of

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land. Under our water facilities agreement with WaterBridge, WaterBridge may obtain rights of way across our footprint, and we receive increasing revenues as its system is developed. Our land position enables WaterBridge to optimize the development of its infrastructure by building larger water hubs more quickly and efficiently.

Additionally, our relationship with WaterBridge provides a clearer line-of-sight to future revenue, which enables more accurate planning and forecasting. Our produced water-related royalties and fees are primarily generated by WaterBridge’s infrastructure built on our land. Our shared management team has visibility into the expected volumes of produced water that will be handled on our land as a result of its insights into producer activity that is contracted on WaterBridge’s produced water system.

Since we acquired our initial acreage, WaterBridge has constructed or acquired, as of May 25, 2024, approximately 600,000 bpd of water handling capacity on our land, with approximately 940,000 million bpd of permitted capacity available for future development on our land. We believe that, following the WaterBridge Stateline Acquisition, WaterBridge will promptly expand its water handling capacity on the Acquired Lands to accommodate growth in produced water volumes on and around our land.

Our business has largely fee-based, recurring and growing revenue streams and is unburdened by substantial operating or capital expenditures.

Our revenue is primarily generated from recurring land use and royalty payments derived from customers who use our land and resources to operate and grow their businesses. During the year ended December 31, 2023, 69% our revenue and 75% of our pro forma revenue was fee-based and not directly exposed to commodity prices. Further, during the year ended December 31, 2023, our Operating Cash Flow Margin was 73% and our Free Cash Flow Margin was 69%, and our pro forma Operating Cash Flow Margin was 77% and our Acquisition Adjusted Free Cash Flow Margin was 74%. Moreover, we do not incur substantial operating or capital expenditures in order to generate or increase revenue, and, as a result, we believe that we have the ability to generate attractive returns for our investors. Additionally, the contracts underlying our fee-based revenue streams generally include inflation escalators and, when combined with our relatively low operating and capital expenditure requirements, position us to generate superior Free Cash Flow growth over time relative to other inflation exposed businesses that incur significant operating costs and capital expenditures.

Our land is strategically located along and near the Texas-New Mexico state border and in the heart of the highly active, low cost and deep inventory Permian Basin.

Our land sits in and around the Delaware Basin, which is the most active region of the prolific Permian Basin due the abundant remaining oil and natural gas resources and the low break-even cost of development. According to Enverus as of April 25, 2024, (i) 161 active drilling rigs were located in the Delaware Basin, 44 rigs or 38% more rigs than in the Midland Basin, which is the second most active sub-basin in the U.S. Lower 48, and (ii) after giving effect to the May 2024 Acquisitions, approximately 52% of drilling rigs and 50% of drilling permits in the Delaware Basin are located within 10 miles of our land.

According to NSAI as of April 30, 2024 after giving effect to the May 2024 Acquisitions, approximately 22,196 identified well locations across eight formations exist within a 10-mile radius of our surface acreage, assuming $75 per barrel WTI NYMEX pricing and $3 per MMBtu Henry Hub NYMEX pricing.

Our Stateline and Northern Positions along and near the Texas-New Mexico state border are dominated by large, generally publicly listed, well-capitalized producers seeking responsible water

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management. Producers that have operations in New Mexico look across the state border to Texas to do business with us for multiple reasons, including:

• access to brackish water for well completions given the relative abundance of water resources on the Texas side of the state border;

• more favorable regulatory environment for produced water handling in Texas; and

• more burdensome regulatory and permitting requirements associated with more stringent state-level regulatory requirements for oil and natural gas development and the significant amount of BLM acreage in New Mexico.

We benefit from development activities both on and around our land, and we believe that over the long-term our strategically located position in the Permian Basin will continue to be a center of oil and natural gas development and production activity and an interconnected industrial ecosystem from which we can generate revenue.

Our land has multiple potential uses that extend beyond its current uses, and customer development on one tract of land can improve the value of surrounding areas.

The infrastructure and oil and natural gas development projects that our customers pursue on our land are intended to be long-term assets, over the life of which we expect to earn revenue. Upon expiration of any particular contract, we can redeploy the previously occupied surface acreage for new revenue generating opportunities.

The infrastructure on our land supports the development and production of oil and natural gas, which attracts additional uses of our land near the areas of drilling and production, such as onsite power generation, hydrogen sulfide (“H₂S”) treatment and storage, pipelines and road construction. While these additional activities generate revenue for us, they are not land intensive and allow for other uses of our land. For example, through our subsidiaries, DBR Solar and Pecos Renewables, we are obtaining permits for the construction and operation of two solar facilities with an aggregate of 330-megawatts of capacity on our Southern Position, and we have identified a third location in our Southern Position that we believe will be an attractive location for an additional 120-megawatts of solar capacity. We have also entered into agreements with Desert Environmental pursuant to which Desert Environmental has developed two non-hazardous oilfield reclamation and solid waste facilities on our land. These facilities, which became operational in the first quarter of 2024, generate surface use royalty revenue for us. In addition, we have identified and are currently pursuing opportunities to receive surface use payments from crypto currency mining, data centers, power storage facilities and commercial fueling stations, as well as other applications. Similar to the other operations conducted on our land, we expect to enter into surface use or similar agreements with the owners of these projects from which we expect to receive surface use fees and other payments in connection with the utilization of our land, but we would not own or operate such projects or expect to incur significant capital expenditures in connection therewith.

We have an entrepreneurial management team with a demonstrated history of building businesses and creating value.

Our management team has an average of 18 years of experience in the energy industry, with a proven history of value creation. Notably, our management team has grown WaterBridge into one of the largest water midstream companies in the United States.

Our management team has sought, and continues to seek, opportunities to efficiently commercialize and optimize our land position. Since acquiring our initial land position in October 2021,

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our management team has successfully created or identified new sources of revenue with minimal capital investment including:

• unlocking the value of our checkerboarded surface acreage through the Stateline AMI;

• forming a joint venture between WaterBridge and Devon Energy for the development and utilization of significant additional produced water infrastructure from which we earn royalty payments;

• entering into sand lease agreements with a large, investment-grade E&P company and a customer to construct, at their respective expense, sand mines on our surface acreage which generates sand and source water royalties for us;

• identifying and pursuing development opportunities to earn incremental surface use payments from oil and natural gas and energy transition development activities, including two solar facilities in the process of being permitted;

• through our relationship with Desert Environmental, coordinating the development of two integrated non-hazardous oilfield reclamation and solid waste facilities on our land, which were completed in the first quarter of 2024 and from which we will earn a percentage of gross revenue from waste disposal and reclamation, as well as additional revenue from providing water for landfill operations; and

• adding approximately 150,000 surface acres to our portfolio through the consummation of the Acquisitions.

Our Business Strategies

Our principal business objective is maximizing risk-adjusted total return to our shareholders by growing free cash flow. We intend to pursue the following business strategies to achieve this objective.

Actively manage our land to grow existing revenue streams and drive new activity while investing minimal capital.

Since we acquired our initial surface and mineral assets in October 2021, we have rapidly grown our contracted revenue base while investing minimal capital, resulting in a substantial increase in free cash flow. We achieved this growth by actively managing our land to increase existing revenue streams as well as entering into new business lines. We offer a streamlined contract negotiation process, and we are actively performing initial project development activities (site identification, system design and permitting) to create a differentiated value proposition for potential customers.

Although we have made considerable progress in increasing our revenue, we believe that our land and resources remain underdeveloped, with significant opportunities for growth within the hydrocarbon and energy transition value chains, among others. We target opportunities that make the most efficient use of our surface acreage, allow the same acre to be used for multiple activities and/or improve the value of surrounding areas, resulting in an interconnected industrial ecosystem. Accordingly, we are in frequent communication with existing and potential customers with respect to creating new, and enhancing existing, revenue streams from our land. We seek to provide a holistic solution and expect to require our customers, when possible, to use our land and resources to meet their needs for produced water handling, source water and sand for well completions, easements and rights of way for roads, utilities, pipelines and other access facilities and waste disposal and reclamation. For example, our sand mine contracts provide us with a per ton royalty on sand and require the operators to purchase from us any water required for their sand operations on our land.

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Actively pursue revenue streams beyond the oil and natural gas value chain, which may include the development of energy transition related infrastructure on our land.

Our land provides multiple opportunities for further commercialization, and we comprehensively evaluate our land to understand its highest value use, which includes the potential to employ the land for use outside of the oil and natural gas industry. Investments in energy transition projects such as hydrogen, solar, carbon capture and sequestration, and regenerative agriculture are growing rapidly. The IRA provides incentives that greatly improve the economics of these projects and has accelerated their development. For example, we are in the process of permitting two new solar projects and have identified a third project that could take advantage of IRA incentives on our land, with our land serving as a prime location for such projects given the flat and open terrain, high solar irradiance and proximity to transmission infrastructure.

We have identified multiple potential projects and activities in the near-term that will foster a more sustainable future, including water recycling hubs, beneficial re-use for produced water, and solid waste and reclamation facilities. We are actively performing initial solar and power storage developments through site identification, system design and permitting to provide us with the opportunity to generate long-term, fixed-fee revenue streams. We structure our contracts to include remediation requirements, which are intended to protect our land and ensure that at the end of the contract life, should we choose to, we are able to employ our land for use outside of its previously contracted function.

Capitalize on our relationship with WaterBridge and Desert Environmental to increase revenue.

We share a financial sponsor and management team with WaterBridge, one of the largest water midstream companies in the United States, and Desert Environmental. WaterBridge has an expansive asset base in the Delaware Basin, including over 1,600 miles of pipeline and 139 produced water handling facilities capable of handling over 3.4 million bpd of produced water, as of May 25, 2024. Our management team’s visibility into basin-wide activity as a result of WaterBridge’s platform provides significant insights into oil and natural gas production in key areas of volume growth and long-term trends, which our management team leverages to position us to capture additional development opportunities and revenue streams. Desert Environmental recently put into operation two integrated non-hazardous oilfield reclamation and solid waste facilities on our land to service customers in the Delaware Basin, including WaterBridge.

As part of the WaterBridge Stateline Acquisition, WaterBridge acquired integrated produced water handling and brackish supply water networks serving producers on the East Stateline Ranch. We expect WaterBridge to expand these systems to support growth on and around the area and to serve growing needs across the New Mexico border. We also expect WaterBridge to seek to capitalize on substantial growth in water handling demand in the Northern Delaware Basin through the development of infrastructure on our Northern Position.

Supporting the buildout of produced water infrastructure on our acreage along and near the Texas-New Mexico state border is a key piece of our strategy to grow our business in the Northern Delaware Basin. As of May 25, 2024, WaterBridge operates approximately 600,000 bpd of produced water handling capacity on our land. WaterBridge has an additional approximately 940,000 million bpd of permitted capacity available for future development on and around our land.

We believe that WaterBridge’s produced water system, which is designed for operational redundancy, customer flow assurance and recycling and redelivery across its entire Delaware Basin

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footprint, will be a leader among the next generation of water handling facilities including water recycling, enhanced evaporation and desalination facilities, which could potentially provide incremental surface use revenues and royalties to us.

We expect to grow organically alongside WaterBridge and Desert Environmental as they increase operational capacities on our surface acreage. For each incremental barrel of source or produced water handled by WaterBridge on our land, we will earn additional revenue while investing minimal capital. We also receive a percentage of gross revenue from Desert Environmental’s waste disposal and reclamation on our land and revenue from providing water for landfill operations. Additionally, should we choose to acquire additional surface acreage, we may be able to enhance returns by entering into additional commercial agreements with WaterBridge and/or Desert Environmental when our respective businesses align.

Maintain a conservative balance sheet that provides flexibility to pursue disciplined and opportunistic acquisitions while returning capital to shareholders.

We believe that our diverse revenue streams combined with modest operating and capital expenditures provide a robust Free Cash Flow profile for investors. The long-term success of our company will be driven by our ability to effectively generate Free Cash Flow. We may seek to maximize value to our shareholders by paying dividends, buying back our common shares or pursuing potential value-accretive acquisitions or divestitures of our surface acreage and/or mineral interests. We intend to employ a conservative financial policy and maintain a robust balance sheet that will provide us flexibility to pursue these strategies. For example, immediately following this offering, we intend to target a net leverage ratio, which we define as the ratio of our Adjusted EBITDA to our net debt, of approximately 2.5x.

We also believe that fragmented surface ownership in the Permian Basin provides the option to acquire land at attractive valuations and to further commercialize and optimize such land over time. As demonstrated by the Acquisitions and further discussed under “—Recent Developments—Acquisitions,” we will seek acquisition targets that offer returns based on their existing customer base that also have opportunities for us to further enhance returns by growing revenue through continued commercialization and optimization of the surface acreage.

Recent Developments

Acquisitions

On May 10, 2024, we acquired the East Stateline Ranch, consisting of approximately 103,000 surface acres, from a private third-party seller. In tandem with the East Stateline Acquisition, WaterBridge acquired brackish and produced water handling infrastructure and associated commercial contracts from such seller on the East Stateline Ranch Acreage. The purchase price for the East Stateline Acquisition was funded by equity contributions and borrowings under our credit facility.

Additionally, on May 10, 2024, we acquired the Speed Ranch, consisting of approximately 34,000 surface acres, from the same private third-party seller from which we acquired the East Stateline Ranch. The purchase price for the Speed Acquisition was funded by cash on hand and borrowings under our credit facility.

On March 18, 2024, we acquired the Lea County Ranches, consisting of approximately 11,000 surface acres, from a private third-party seller. The purchase price for the Lea County Acquisition was funded with cash on hand and borrowings under our credit facility.

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The East Stateline Ranch is located in Loving and Winkler Counties, Texas and Lea County, New Mexico; the Speed Ranch is located in Andrews County, Texas and Lea County, New Mexico; and the Lea County Ranches are located in Lea County, New Mexico. Through the Acquisitions, we acquired approximately 150,000 surface acres near and along the Texas-New Mexico state border. We believe that the Acquisitions increase the exposure of our land position to the operations of large, well-capitalized producers and position us to benefit from anticipated growth in oil and natural gas, as well as other development on and around our land, among other benefits.

Amendment to Credit Facility

On May 10, 2024, in order to fund a portion of the purchase price for each of the East Stateline Acquisition and the Speed Acquisition, we entered into that certain First Amendment to Credit Agreement (the “Credit Agreement Amendment”), which amended the credit agreement governing our credit facility, by and among DBR Land, certain of our subsidiaries, as guarantors, Texas Capital Bank, as administrative agent and letter of credit issuer, and the other lenders party thereto from time to time (as so amended, our “credit facility”). Among other things, the Credit Agreement Amendment increased the four-year term loan facility to $350 million and the four-year revolving credit facility to $75 million. Following our entry into the Credit Agreement Amendment, we borrowed approximately $265 million under our credit facility to fund a portion of the purchase price of the Acquisitions.

Corporate Reorganization

LandBridge was formed as a Delaware limited liability company by NDB LLC on September 27, 2023. LandBridge has elected to be treated as a corporation for U.S. federal income tax purposes. LandBridge has not conducted and will not conduct any material business operations prior to the completion of the Corporate Reorganization, other than certain activities related to this offering. DBR Land currently directly or indirectly owns all of the outstanding equity interests of the subsidiaries through which we will operate our business.

Following the Corporate Reorganization, LandBridge will be the sole managing member of OpCo, will be responsible for all operational, management and administrative decisions relating to OpCo’s business and will consolidate financial results of OpCo and its subsidiaries. OpCo will own all of the outstanding membership interests in DBR Land and operate its assets through various subsidiaries.

In connection with the completion of this offering, the following transactions will occur in the following order, which are collectively referred to in this prospectus as our “Corporate Reorganization”:

• LandBridge Holdings will be formed and will acquire NDB LLC’s interest in OpCo and LandBridge;

• LandBridge Holdings will cause each of LandBridge and OpCo to amend and restate their respective operating agreements to facilitate this offering;

• LandBridge will issue      Class A shares in this offering to the public, representing 100% of the economic rights in LandBridge, in exchange for the proceeds of this offering, at a public offering price of $    per Class A share (the midpoint of the price range set forth on the cover page of this prospectus);

• LandBridge will contribute all of the net proceeds from this offering (including any net proceeds from the exercise of the underwriters’ option to purchase additional Class A shares) to OpCo in exchange for a number of OpCo Units equal to the number of Class A shares issued in this offering;

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• LandBridge Holdings will receive a number of Class B shares equal to the number of OpCo Units held by it immediately following this offering; and

• OpCo will use the net proceeds (including any net proceeds from the exercise of the underwriters’ option to purchase additional Class A shares) from this offering as described in “Use of Proceeds.”

To the extent the underwriters’ option to purchase additional Class A shares is exercised in full or in part, LandBridge will contribute the net proceeds therefrom to OpCo in exchange for an additional number of OpCo Units equal to the number of Class A shares issued pursuant to the underwriters’ option. OpCo intends to use such proceeds as described in “Use of Proceeds.”

After giving effect to the Corporate Reorganization and this offering and assuming the underwriters’ option to purchase additional Class A shares is not exercised:

• LandBridge Holdings will own all     of our Class B shares, representing   % of our common shares;

• investors in this offering will own all     of our Class A shares, representing   % of our common shares;

• LandBridge will own an approximate   % interest in OpCo; and

• LandBridge Holdings will own an approximate   % interest in OpCo.

The diagrams under “—Organizational Structure” below depict a simplified version of our organization and ownership structure immediately before and after giving effect to this offering and the Corporate Reorganization.

For further details on our agreements with OpCo and its affiliates, please see “Certain Relationships and Related Party Transactions.”

Our Common Shares

Our First Amended and Restated Limited Liability Company Agreement (the “Operating Agreement”) will provide for two classes of common shares, Class A shares and Class B shares, representing limited liability company interests in us. Only our Class A shares will have economic rights and entitle holders thereof to participate in any dividends our board of directors may declare. Each holder of a Class A share will be entitled to one vote on all matters to be voted on by our shareholders generally. We have applied to list our Class A shares for trading on the NYSE under the symbol “LB.”

Class B shares will not be entitled to participate in any dividends our board of directors may declare but will be entitled to vote on the same basis as the Class A shares. Holders of Class A shares and Class B shares will vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our Operating Agreement. We do not intend to list the Class B shares on any stock exchange. All of our Class B shares will initially be owned by LandBridge Holdings. For a description of the rights and privileges of shareholders under our Operating Agreement, including voting rights, please see “Description of Shares” and “Our Operating Agreement.”

Redemption Right

Following this offering, under the OpCo limited liability company agreement (the “OpCo LLC Agreement”), each holder of an OpCo Unit will, subject to certain limitations, have the right (the

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“Redemption Right”) to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of our Class B shares) for, at OpCo’s election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to conversion rate adjustments for equity splits, dividends and reclassifications and other similar transactions (“applicable conversion rate adjustments”), or (ii) cash in an amount equal to the Cash Election Amount (as defined herein) of such Class A shares. OpCo will determine whether to issue Class A shares or pay cash in an amount equal to the Cash Election Amount in lieu of the issuance of Class A shares based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A shares (including the trading price for the Class A shares at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of additional common shares) to acquire the OpCo Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, we (instead of OpCo) will have the right (the “Call Right”) to, for administrative convenience, acquire each tendered OpCo Unit directly from the redeeming holder of OpCo Units (“OpCo Unitholder”) for, at our election, (x) one Class A share, subject to applicable conversion rate adjustments, or (y) cash in an amount equal to the Cash Election Amount of such Class A shares. We may exercise the Call Right only if an OpCo Unitholder first exercises its Redemption Right, and an OpCo Unitholder may exercise its Redemption Right once per calendar quarter on the first business day of the third calendar month of each calendar quarter, unless otherwise determined by our board (each, a “Quarterly Redemption Date”), beginning immediately following the consummation of this offering. As the sole managing member of OpCo, our decision to pay the Cash Election Amount upon an exercise of the Redemption Right or Call Right may be made by a conflicts committee consisting solely of independent directors. In connection with any redemption of OpCo Units pursuant to the Redemption Right or acquisition of OpCo Units pursuant to the Call Right, a corresponding number of Class B shares held by the redeeming OpCo Unitholder will be automatically cancelled.

Our acquisition (or deemed acquisition for U.S. federal income tax purposes) of OpCo Units pursuant to an exercise of the Redemption Right or the Call Right is expected to result in adjustments to the tax basis of the tangible and intangible assets of OpCo, and such adjustments will be allocated to us. These adjustments would not have been available to us absent our acquisition or deemed acquisition of OpCo Units and are expected to reduce the amount of cash tax that we would otherwise be required to pay in the future.

Our Operating Agreement will contain provisions effectively linking each OpCo Unit with one of our Class B shares such that Class B shares cannot be transferred without transferring an equal number of OpCo Units and vice versa.

For additional information, please see “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.”

Holding Company Structure

Our post-offering organizational structure will allow LandBridge Holdings to retain a direct equity ownership in OpCo, which will be classified as a partnership for U.S. federal income tax purposes following the offering. Investors in this offering will, by contrast, hold a direct equity ownership in us in the form of Class A shares, and an indirect ownership interest in OpCo through our ownership of OpCo Units. Although we were formed as a limited liability company, we have elected to be taxed as a corporation for U.S. federal income tax purposes.

Pursuant to our Operating Agreement and the OpCo LLC Agreement, our capital structure and the capital structure of OpCo will generally replicate one another and will provide for customary

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antidilution mechanisms in order to maintain the one-for-one exchange ratio between the OpCo Units and our Class A shares.

For additional information, please see “—Organizational Structure” and “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.”

Our Controlling Shareholder

While our relationship with our financial sponsor, Five Point and its affiliates, including LandBridge Holdings and WaterBridge, is a significant strength, it is also a source of potential conflicts. Please see “—Conflicts of Interest” and “Risk Factors.”

Following the completion of this offering, LandBridge Holdings will retain a significant interest in us through its ownership of      Class B shares, representing a     % voting interest in us, and a corresponding number of OpCo Units. LandBridge Holdings may purchase Class A shares in the offering.

Conflicts of Interest

One or more of our officers and directors have responsibilities and commitments to entities other than us. For example, we have some of the same directors and officers as Five Point and WaterBridge. In addition, we do not have a policy that expressly prohibits our directors, officers, securityholders or affiliates from engaging in business activities of the types conducted by us for their own account.

Although we have established certain policies and procedures designed to mitigate and resolve conflicts of interest, there can be no assurance that these policies and procedures will be effective in doing so. It is possible that actual, potential or perceived conflicts of interest could give rise to investor dissatisfaction, litigation or regulatory enforcement actions.

Our Operating Agreement will provide that LandBridge Holdings and its affiliates are not restricted from owning assets or prohibited from engaging in other businesses or activities, including those that might be in direct competition with us. In addition, LandBridge Holdings and its affiliates, including Five Point and WaterBridge, may compete with us for investment opportunities and may own an interest in entities that compete with us. Our Operating Agreement will also provide that we renounce any interest or expectancy in, or in being offered, an opportunity to participate in, any business opportunity that may from time to time be presented to LandBridge Holdings that would otherwise be subject to a corporate opportunity or other analogous doctrine under the DGCL. LandBridge Holdings and its affiliates, including Five Point and WaterBridge, and certain of our directors, may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. These affiliates may have meaningful access to capital, which may change over time depending upon a variety of factors, including available equity capital and debt financing, market conditions and cash on hand. Five Point has multiple existing and planned funds focused on investing in the industries in which we currently, and may seek to in the future, operate, each with significant current or expected capital commitments.

Our key agreements, including our Operating Agreement and the OpCo LLC Agreement, were negotiated among related parties, and their respective terms, including fees and other amounts payable, may not be as favorable to us as terms negotiated at an arm’s-length basis with unaffiliated parties.

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Organizational Structure

The following diagram reflects our current simplified organizational structure immediately prior to the completion of this offering and the transactions described under “—Corporate Reorganization.”

* This diagram is provided for illustrative purposes only and has been simplified by not depicting each individual operating subsidiary.

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The following diagram reflects our simplified organizational structure immediately following the completion of this offering and the transactions described under “—Corporate Reorganization” (assuming that the underwriters’ option to purchase additional Class A shares is not exercised.

* This diagram is provided for illustrative purposes only and has been simplified by not depicting each individual operating subsidiary.

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The Class A shares to be issued to the public in this offering will initially represent an indirect minority interest in OpCo. LandBridge Holdings will initially own   % of the economic interests in OpCo through its ownership of OpCo Units. In addition, LandBridge Holdings will control us and OpCo through its ownership of   % of our outstanding common shares. See “Basis of Presentation” and “—Conflicts of Interest.”

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Summary Risk Factors

Risks Related to Our Business and Operations

• Our revenues are substantially dependent on ongoing oil and natural gas exploration, development and production activity on or around our land. If E&P companies do not maintain drilling, completion and production activities on or around our land, the demand for the use of our land and resources, as well as the royalties we receive from the production of oil and natural gas and related activities on our land, could be reduced, which could have a material adverse effect on our results of operations, cash flows and financial position.

• The willingness of E&P companies to engage in drilling, completion and production activities on and around our land is substantially influenced by the market prices of oil and natural gas, which are highly volatile. A substantial or extended decline in oil and natural gas prices may adversely affect our results of operations, cash flows and financial position.

• Future land acquisitions would expose us to risks associated with acquisitions and the commercialization of additional acreage.

• Because a significant portion of our future revenue growth is expected to be derived from WaterBridge and Desert Environmental, any development that materially and adversely affects their business, operations or financial condition could have a material adverse impact on us.

• Our reliance on WaterBridge and its personnel to manage and operate our business exposes us to certain risks.

• Our acreage is located in the Permian Basin, making us vulnerable to risks associated with geographic concentration in a single geographic area.

• We have a limited operating history, and an investment in our Class A shares is highly speculative. Because we have a limited operating history, it may be difficult to evaluate our ability to successfully implement our business strategy.

• We may not be successful in pursuing additional commercial opportunities on our land from non-hydrocarbon based energy production and other users.

• The construction by our customers of new infrastructure on our land is subject to regulatory, construction, supply chain and other risks common in the development and operation of facilities and other infrastructure.

• Technological advancements in connection with alternatives to hydraulic fracturing could decrease the demand for our brackish water sales and WaterBridge’s produced water transportation and handling operations on our land.

• Our proved undeveloped reserves may not ultimately be developed or produced by the operators of our mineral or royalty interests or may take longer to develop than anticipated.

• Sand operations are subject to operating risks that are often beyond the control of the mine operator. These risks can adversely affect production levels and costs, which could adversely affect sand production from our acreage.

• Reserves estimates depend on many assumptions that may turn out to be inaccurate. Any significant inaccuracies in these reserves estimates or underlying assumptions could materially affect the quantities and present value of our reserves.

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Risks Related to Environmental and Other Regulations

• Our results of operations, cash flows and financial position are subject to major trends in our industry, such as decarbonization, and may be adversely affected by future developments that are outside of our control.

• Legislation or regulatory initiatives intended to address seismic activity, over-pressurization or subsidence could restrict drilling, completion and production activities, as well as WaterBridge’s ability to handle produced water gathered from its customers, which could have a material adverse effect on our results of operations, cash flows and financial position.

Risks Related to Our Financial Condition

• We are subject to interest rate risk, which may potentially cause our debt service obligations to increase significantly.

• We are subject to counter-party credit risk. Nonpayment or nonperformance by our customers could have an adverse effect on our results of operations, cash flows and financial position.

• Our obligations under our credit facility are secured by a first priority security interest in substantially all of our assets and various guarantees.

Risks Related to this Offering and Our Class A Shares

• The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act, will strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

• Investors in this offering will experience immediate and substantial dilution of $    per Class A share.

• If we do not pay regular cash dividends on our Class A shares following this offering, you may not receive a return on investment unless you sell your Class A shares for a price greater than that which you paid for them.

• LandBridge Holdings has the ability to direct the voting of a majority of our common shares and control certain decisions with respect to our management and business, including certain consent rights and the right to designate more than a majority of the members of our board as long as it and its affiliates beneficially own at least 40% of our outstanding common shares, as well as lesser director designation rights as long as it and its affiliates beneficially own less than 40% but at least 10% of our outstanding common shares. LandBridge Holdings’ interests may conflict with those of our other shareholders.

• LandBridge Holdings, Five Point and WaterBridge, as well as their affiliates, are not limited in their ability to compete with us, and may benefit from opportunities that might otherwise be available to us.

• Certain of our directors and officers may have significant duties with, and spend significant time serving, other entities, including entities that may compete with us in seeking acquisitions and business opportunities, and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.

• The U.S. federal income tax treatment of dividends on our Class A shares to a holder will depend upon our tax attributes and the holder’s tax basis in our common shares, which are not necessarily predictable and can change over time, and could cause taxable gain or loss on the sale of our Class A shares to be more or less than expected.

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Emerging Growth Company and Smaller Reporting Company Status

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as we are an emerging growth company, unlike other public companies that are not emerging growth companies under the JOBS Act, we are not required to:

• provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

• provide more than two years of audited financial statements and related management’s discussion and analysis of financial condition;

• comply with any new requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and our financial statements;

• provide certain disclosure regarding executive compensation required of larger public companies or hold shareholder advisory votes on executive compensation required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”); or

• obtain shareholder approval of any golden parachute payments not previously approved.

We will cease to be an emerging growth company upon the earliest of:

• the last day of the fiscal year in which we have $1.235 billion or more in annual revenues;

• the date on which we become a “large accelerated filer” (the fiscal year-end on which the total market value of our common equity securities held by non-affiliates is $700 million or more as of June 30 of such year);

• the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period; or

• the last day of the fiscal year following the fifth anniversary of our initial public offering.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of this extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies.

We are also a “smaller reporting company” as defined under the Securities Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our common shares held by non-affiliates is $700 million or more, as measured on the last business day of our second fiscal quarter, and our annual revenues are $100 million or more during the most recently completed fiscal year or our common shares held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter.

Controlled Company Status

Because LandBridge Holdings will initially own    OpCo Units and      Class B shares, representing approximately     % of our combined voting power following the completion of this

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offering, we expect to be a controlled company as of the completion of the offering under the Sarbanes-Oxley Act and the NYSE rules. A controlled company is not required to have a majority of independent directors on its board of directors or to form an independent compensation or nominating and corporate governance committee. As a controlled company, we will remain subject to the Sarbanes-Oxley Act and the rules of the NYSE that require us, subject to certain phase-in periods, to have an audit committee composed entirely of independent directors. Under these rules, we must have an audit committee that has one member that is independent by the date that our Class A shares are first traded on the NYSE (the “listing date”), a majority of members that are independent within 90 days of the effectiveness of the registration statement of which this prospectus forms a part (the “effective date”) and all members that are independent within one year of the effective date. We expect to have      independent directors upon the closing of this offering.

If at any time we cease to be a controlled company, we intend to take all action necessary to comply with the Sarbanes-Oxley Act and the NYSE rules, including by appointing a majority of independent directors to our board of directors and establishing a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to a permitted “phase-in” period.

Principal Executive Offices and Internet Address

Our principal executive offices are located at 5555 San Felipe Street, Suite 1200, Houston, Texas 77056, and our telephone number at that address is (713) 230-8864. Our website is located at www.landbridgeco.com. We expect to make our periodic reports and other information filed with or furnished to the SEC available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on, or otherwise accessible through, our website or any other website is not incorporated by reference herein and does not constitute a part of this prospectus.

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The Offering

Issuer	LandBridge Company LLC.
Class A shares offered by us	Class A shares (or    Class A shares if the underwriters’ option to purchase additional Class A shares is exercised in full).
Option to purchase additional Class A shares	We have granted the underwriters the option to purchase, exercisable within 30 days from the date of this prospectus, up to additional Class A shares from us, at the same terms and conditions set forth above if the underwriters sell more than    Class A shares in this offering.
Class A shares to be outstanding immediately after completion of this completion of this offering	Class A shares (or    Class A shares if the underwriters’ option to purchase additional Class A shares is exercised in full).
Class B shares to be outstanding immediately after completion of this offering	Class B shares, or one Class B share for each OpCo Unit held by LandBridge Holdings immediately following this offering. Class B shares vote together as a single class with Class A shares, but do not have any economic rights and holders thereof have no right to receive any dividends. In connection with any redemption of OpCo Units pursuant to the Redemption Right or acquisition of OpCo Units pursuant to the Call Right, a corresponding number of Class B shares will be cancelled.
Voting power of Class A shares after giving effect to this offering	% (or    % if the underwriters’ option to purchase additional Class A shares is exercised in full). The voting power of our Class A shares would be 100% if all outstanding OpCo Units were redeemed (along with the cancellation of a corresponding number of our Class B shares) for newly issued Class A shares on a one-for-one basis.
Voting power of Class B shares after giving effect to this offering	% (or    % if the underwriters’ option to purchase additional Class A shares is exercised in full). The voting power of our Class B shares would be 0% if all outstanding OpCo Units were redeemed (along with the cancellation of a corresponding number of our Class B shares) for newly issued Class A shares on a one-for-one basis.

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Voting rights	Each Class A share entitles its holder to one vote on all matters to be voted on by shareholders generally. Each Class B share entitles its holder to one vote on all matters to be voted on by shareholders generally. Holders of our Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our Operating Agreement. Please see “Description of Shares” and “Our Operating Agreement.”
	Under the Shareholder’s Agreement, LandBridge Holdings will have the right to designate more than a majority of the members of our board as long as it and its affiliates beneficially own at least 40% of our outstanding common shares, as well as lesser director designation rights as long as it and its affiliates beneficially own less than 40% but at least 10% of our outstanding common shares.
	In addition, under our Operating Agreement, LandBridge Holdings will have certain consent rights with respect to approval of certain business matters, incurrence of indebtedness and transactions for so long as LandBridge Holdings beneficially owns at least 40% of our outstanding common shares.
	As a result, our public shareholders will have no right to nominate a majority of the members of our board or approve certain transactions for so long as LandBridge Holdings beneficially owns at least 40% of our outstanding common shares. See “Certain Relationships and Related Party Transactions—Shareholder’s Agreement” and “Our Operating Agreement—Anti-Takeover Effects of Delaware Law and Our Operating Agreement—Consent Rights.”
Use of proceeds	We expect to receive approximately $   million of proceeds (or approximately $   million if the underwriters’ option to purchase additional Class A shares is exercised in full) from this offering based upon the assumed public offering price of $    per Class A share (the midpoint of the price range set forth on the cover page of this prospectus), net of underwriting discount and estimated offering expenses payable by us. See “Underwriting.”

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	We intend to contribute all of the net proceeds from this offering to OpCo in exchange for newly issued OpCo Units at a per-unit price equal to the per share price paid by the underwriters for our Class A shares in this offering. OpCo intends to use the net proceeds from this offering to repay approximately $    million of the outstanding borrowings under our credit facility and to make a distribution to LandBridge Holdings of approximately $    million.
	If the underwriters exercise their option to purchase additional Class A shares in full, we expect to receive approximately $    million of additional net proceeds based upon the assumed public offering price of $    per Class A share (the midpoint of the price range set forth on the cover page of this prospectus). We intend to contribute all of the net proceeds from any exercise of such option to OpCo in exchange for additional OpCo Units. OpCo intends to use such additional net proceeds to increase the distribution to LandBridge Holdings. After the application of the net proceeds from this offering, we will own approximately    % of outstanding OpCo Units (or approximately    % of outstanding OpCo Units if the underwriters’ option to purchase additional Class A shares is exercised in full).
	Please see “Use of Proceeds” for a more complete description of the intended use of proceeds from this offering.
Dividend policy	We intend to pay dividends on our Class A shares in amounts determined from time to time by our board of directors. Please see “Dividend Policy.”
Redemption Right	Under the OpCo LLC Agreement, each OpCo Unitholder and any permitted transferee thereof (other than us) will, subject to certain limitations, have the right, pursuant to the Redemption Right, to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of our Class B shares) for, at OpCo’s election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to applicable conversion rate adjustments or (ii) cash in an

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	amount equal to the Cash Election Amount of such Class A shares. Alternatively, upon the exercise of the Redemption Right, we (instead of OpCo) will have the right, pursuant to the Call Right, to acquire each tendered OpCo Unit directly from the redeeming OpCo Unitholder for, at our election, (x) one Class A share, subject to applicable conversion rate adjustments or (y) cash in an amount equal to the Cash Election Amount of such Class A shares. We may exercise the Call Right only if an OpCo Unitholder first exercises its Redemption Right, and an OpCo Unitholder may exercise its Redemption Right on each Quarterly Redemption Date, beginning immediately following the consummation of this offering. In connection with any redemption of OpCo Units pursuant to the Redemption Right or acquisition of OpCo Units pursuant to the Call Right, a corresponding number of Class B shares held by the redeeming OpCo Unitholder will be cancelled.
	The OpCo LLC Agreement and our Operating Agreement will contain provisions effectively linking each OpCo Unit with one of our Class B shares such that Class B shares cannot be transferred without transferring a corresponding number of OpCo Units and vice versa.
	For additional information, please see “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.”
Directed share program	At our request, the underwriters have reserved up to 5% of the Class A shares being offered by this prospectus for sale at the initial public offering price to our directors, officers, employees and other individuals associated with us and members of their families. The sales will be made by Raymond James & Associates, Inc. an underwriter of this offering, through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved Class A shares, but any purchases they do make will reduce the number of Class A shares available to the general public. Any reserved Class A shares not so purchased will be offered by the underwriters to the general public on the same terms as the other Class A shares. Class A shares purchased by our directors and officers in the

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	directed share program will be subject to lock-up restrictions described in this prospectus. We have agreed to indemnify Raymond James & Associates, Inc. against certain liability and expenses, including liabilities under the Securities Act, in connection with the sales of reserved Class A shares. See “Underwriting—Directed Share Program.”
Listing and trading symbol	We have applied to list our Class A shares on the NYSE under the symbol “LB.”
Risk factors	You should carefully read and consider the information set forth under the heading “Risk Factors” and all other information set forth in this prospectus before deciding to invest in our Class A shares.

The information above excludes (i)      Class A shares reserved for issuance under our LTIP (as defined herein), which we intend to adopt in connection with the completion of this offering, and (ii)     Class A shares reserved for issuance in connection with any exercise of the Redemption Right or the Call Right. Except as otherwise noted, all information in this prospectus assumes (i) no exercise by the underwriters of their option to purchase additional Class A shares and (ii) no purchase of Class A shares by our directors, officers, employees and other individuals associated with us and members of their families through the directed share program.

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Summary Historical and Pro Forma Financial Data

The following table shows summary historical and pro forma financial data for each of the periods indicated. The summary historical consolidated financial data set forth below as of and for the years ended December 31, 2023 and 2022 has been derived from the audited consolidated financial statements of OpCo, our predecessor, included elsewhere in this prospectus. The summary historical consolidated financial data set forth below as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 has been derived from the unaudited consolidated financial statements of OpCo, our predecessor, included elsewhere in this prospectus. The unaudited summary pro forma consolidated financial data set forth below as of and for the three months ended March 31, 2024 and for the year ended December 31, 2023 has been derived from our unaudited pro forma condensed consolidated financial statements included elsewhere in this prospectus.

The unaudited pro forma historical financial data set forth below gives effect to the East Stateline Acquisition and the Credit Agreement Amendment as if each transaction had occurred on January 1, 2023, in the case of the statement of operations data, and March 31, 2024, in the case of the balance sheet data. The unaudited pro forma, as adjusted, financial data set forth below gives effect to the East Stateline Acquisition, the Credit Agreement Amendment, the Corporate Reorganization and this offering and the use of proceeds therefrom as if such events had occurred on January 1, 2023, in the case of the statement of operations data, and March 31, 2024, in the case of the balance sheet data. The unaudited pro forma and unaudited pro forma, as adjusted historical financial data is presented for illustrative purposes only and is not necessarily indicative of the financial position that would have existed or the financial results that would have occurred if the East Stateline Acquisition, the Credit Agreement Amendment, the Corporate Reorganization and this offering and the use of proceeds therefrom, as applicable, had been consummated on the dates indicated, nor are they necessarily indicative of the financial position or results of our operations in the future. The pro forma adjustments, as described in the notes to the unaudited pro forma condensed consolidated financial statements, are preliminary and based upon currently available information and certain assumptions that our management believes are reasonable. The summary historical consolidated financial data is qualified in its entirety by, and should be read in conjunction with, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included in this prospectus and the consolidated financial statements and related notes and other financial information included in this prospectus. Historical results are not necessarily indicative of results that may be expected for any future period.

	Predecessor								Pro Forma				Pro Forma, As Adjusted
	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023		Year Ended December 31, 2023		Year Ended December 31, 2022		Three Months Ended March 31, 2024		Year Ended December 31, 2023		Three Months Ended March 31, 2024		Year Ended December 31, 2023
	(in thousands)
Statement of Operations Data:
Revenues:
Oil and gas royalties	$	4,185	$	3,591	$	20,743	$	18,286	$	4,185	$	20,743		$		$
Resource sales		3,508		6,400		19,830		14,869		4,146		22,483
Easements and other surface-related revenues		5,137		2,054		12,644		9,744		7,761		20,417
Surface use royalties		4,205		2,271		13,216		7,672		6,450		19,679

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	Predecessor												Pro Forma						Pro Forma, As Adjusted
	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023			Year Ended December 31, 2023			Year Ended December 31, 2022			Three Months Ended March 31, 2024			Year Ended December 31, 2023			Three Months Ended March 31, 2024		Year Ended December 31, 2023
	(in thousands)
Resource royalties		1,979			1,570			6,432			1,206			2,367			9,548
Other		—			—			—			—			66			32
Total revenues		19,014			15,886			72,865			51,777			24,975			92,902
Resource sales-related expense		673			1,080			3,445			3,840			673			3,445
Other operating and maintenance expense		517			504			2,740			2,648			551			2,971
General and administrative expense		2,159			12,418			(12,091	)		41,801			2,207			(11,850	)
Depreciation, depletion, amortization and accretion		2,145			1,725			8,762			6,720			2,158			8,825
Operating income (loss)		13,520			159			70,009			(3,232	)		19,386			89,511
Interest expense, net		2,884			718			7,016			3,108			8,784			38,236
Other income		(241	)		(15	)		(549	)		(143	)		(241	)		(549	)
Income (loss) from operations before taxes		10,877			(544	)		63,542			(6,197	)		10,843			51,824
Income tax expense		101			103			370			164			101			370
Net income (loss)	$	10,776		$	(647	)	$	63,172		$	(6,361	)	$	10,742		$	51,454		$		$
Net income (loss) margin		57	%		(4	)%		87	%		(12	)%		43	%		55	%
Statement of Cash Flows Data:
Net cash provided by (used in):
Operating activities	$	17,215		$	11,905		$	53,042		$	20,500
Investing activities		(55,161	)		(1,609	)		(2,772	)		(11,672	)
Financing activities		9,015			(14,631	)		(37,798	)		3,269
Operating cash flow margin (1)		91	%		75	%		73	%		40	%		95	%		77	%
Supplementary Financial Data:
Adjusted EBITDA(2)	$	16,907		$	13,238		$	62,804		$	41,212		$	22,786		$	82,369
Adjusted EBITDA Margin (2)		89	%		83	%		86	%		80	%		91	%		89	%
Free Cash Flow/Acquisition Adjusted Free Cash Flow (2)	$	17,126		$	10,285		$	50,259		$	17,209		$	23,510	(3)	$	68,706	(3)
Free Cash Flow Margin/Acquisition Adjusted Free Cash Flow Margin (2)		90	%		65	%		69	%		33	%		94	%(3)		74	%(3)

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	Predecessor								Pro Forma			Pro Forma, As Adjusted
	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023		Year Ended December 31, 2023		Year Ended December 31, 2022		Three Months Ended March 31, 2024		Year Ended December 31, 2023	Three Months Ended March 31, 2024	Year Ended December 31, 2023
	(in thousands)
Selected Balance Sheet Data (at end of period):
Cash and cash equivalents including restricted cash	$	8,892	$	21,106	$	37,823	$	25,351	$	4,785		$
Total assets	$	310,357	$	271,364	$	288,949	$	276,020	$	641,472		$
Long-term debt	$	118,452	$	44,292	$	108,343	$	45,917	$	360,233		$
Total liabilities	$	148,024	$	63,818	$	138,202	$	66,061	$	405,139		$
Member’s equity	$	162,333	$	207,546	$	150,747	$	209,959	$	236,333		$

⁽¹⁾  Operating cash flow data is calculated by dividing net cash provided by operating activities by total revenue. Pro forma operating cash flow margin is calculated by adding predecessor net cash provided by operating activities and East Stateline Ranch acquiree cash provided by operating activities and dividing by pro forma total revenue.

⁽²⁾  Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Acquisition Adjusted Free Cash Flow, Free Cash Flow Margin and Acquisition Adjusted Free Cash Flow Margin are Non-GAAP financial measures. See “—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” below for more information regarding these non-GAAP measures and reconciliations to the most comparable GAAP measures and “—Free Cash Flow, Acquisition Adjusted Free Cash Flow, Free Cash Flow Margin and Acquisition Adjusted Free Cash Flow Margin” for more information.

⁽³⁾  Represents our Acquisition Adjusted Free Cash Flow, which we define as Free Cash Flow for the year ended December 31, 2023 and the three months ended March 31, 2024, as adjusted for cash provided by operating activities and cash used in investing activities of East Stateline Ranch for the year ended December 31, 2023 and the three months ended March 31, 2024, as if the East Stateline Acquisition occurred at the beginning of such period.

Non-GAAP Financial Measures

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 they 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.

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

	Predecessor												Pro Forma
	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023			Year Ended December 31, 2023			Year Ended December 31, 2022			Three Months Ended March 31, 2024			Year Ended December 31, 2023
	(in thousands)
Net income (loss)	$	10,776		$	(647	)	$	63,172		$	(6,361	)	$	10,742		$	51,454
Adjustments:
Depreciation, depletion, amortization and accretion		2,145			1,725			8,762			6,720			2,158			8,825
Interest expense, net		2,884			718			7,016			3,108			8,784			38,236
Income tax expense		101			103			370			164			101			370
EBITDA		15,906			1,899			79,320			3,631			21,785			98,885
Adjustments:
Share-based compensation(1)		810			11,235			(17,230	)		36,360			810			(17,230	)
Transaction-related expenses(2)		191			126			598			1,175			191			598
Other(3)		—			(22	)		116			46			—			116
Adjusted EBITDA	$	16,907		$	13,238		$	62,804		$	41,212		$	22,786		$	82,369
Net income (loss) margin		57	%		(4	)%		87	%		(12	)%		43	%		55	%
Adjusted EBITDA Margin		89	%		83	%		86	%		80	%		91	%		89	%

⁽¹⁾  Share-based compensation represents the non-cash charge for the periodic fair market value changes associated with liability awards for which the cumulative vested amount is recognized ratably over the applicable vesting period. Incentive units were issued to certain members of management by NDB LLC, and changes to the incentive units’ fair market values are driven by changes in period end valuations of LandBridge and other NDB LLC subsidiaries, the issuance of new incentive units at NDB LLC, and the vesting of previously issued incentive units. This expense is a non-cash charge for LandBridge and represents a liability at NDB LLC that impacts NDB LLC’s equity ownership. It is neither a liability of LandBridge nor potentially dilutive to LandBridge equity owners. The allocation of expense included in the consolidated results of LandBridge is recognized as a deemed non-cash contribution to or distribution from member’s equity of OpCo.

⁽²⁾  Transaction-related expenses consists of non-recurring costs associated with both completed and attempted acquisitions.

⁽³⁾  Other consists primarily of other non-cash or non-recurring items.

Free Cash Flow, Acquisition Adjusted Free Cash Flow, Free Cash Flow Margin and Acquisition Adjusted Free Cash Flow Margin

Free Cash Flow, Acquisition Adjusted Free Cash Flow, Free Cash Flow Margin and Acquisition Adjusted 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 Acquisition Adjusted Free Cash Flow as Free Cash Flow for the year ended December 31, 2023 and the three months ended March 31, 2024, as adjusted for cash provided by operating activities and cash used in investing activities of East Stateline Ranch for the year ended December 31, 2023 and the three months ended March 31, 2024, as if the East Stateline Acquisition occurred at the beginning of such period. We define Free Cash Flow Margin as Free Cash Flow divided by total revenues. We define Acquisition Adjusted Free Cash Flow Margin as Acquisition Adjusted Free Cash Flow divided by pro forma total revenues.

Management believes Free Cash Flow, Acquisition Adjusted Free Cash Flow, Free Cash Flow Margin and Acquisition Adjusted Free Cash Flow Margin are useful because they allow for an effective

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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. 

Acquisition Adjusted Free Cash Flow and Acquisition Adjusted Free Cash Flow Margin are non-GAAP financial measures and are not required financial measures pursuant to the pro forma rules of Article 11 of Regulation S-X promulgated by the SEC. Acquisition Adjusted Free Cash Flow and Acquisition Adjusted Free Cash Flow Margin are presented for illustrative purposes only and should not be relied upon as an indication of the financial condition or the operating results that would have been achieved if the East Stateline Acquisition had taken place on the specified date or as an alternative to our historical cash flow financial information. In addition, future results may vary significantly from the results reflected in such Measures. We believe that the inclusion of Acquisition Adjusted Free Cash Flow and Acquisition Adjusted Free Cash Flow Margin is helpful to investors, because they provide additional information regarding our results of operations across periods on a consistent basis. Acquisition Adjusted Free Cash Flow has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

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

	Predecessor												Acquisition Adjusted
	Three Months Ended March 31 2024			Three Months Ended March 31 2023			Years Ended December 31, 2023			Years Ended December 31, 2022			Three Months Ended March 31 2024			Year Ended December 31, 2023
Net cash provided by operating activities	$	17,215		$	11,905		$	53,042		$	20,500		$	17,215		$	53,042
Net cash used in investing activities		(55,161	)		(1,609	)		(2,772	)		(11,672	)		(55,161	)		(2,772	)
Cash provided by (used in) operating and investing activities	$	(37,946	)	$	10,296		$	50,270		$	8,828		$	(37,946	)	$	50,270
Adjustments:
Acquisitions		55,072			—			—			8,381			55,072			—
Proceeds from disposal of assets		—			(11	)		(11	)		—			—			(11	)
East Stateline Ranch acquiree cash provided by operating activities		—			—			—			—			6,447			18,447
East Stateline Ranch acquiree cash used in investing activities		—			—			—			—			(63	)		—
Free Cash Flow/Acquisition Adjusted Free Cash Flow	$	17,126		$	10,285		$	50,259		$	17,209		$	23,510		$	68,706
Operating Cash Flow Margin(2)		91	%		75	%		73	%		40	%		95	%		77	%
Free Cash Flow Margin/Acquisition Adjusted Free Cash Flow Margin		90	%		65	%		69	%		33	%		94	%		74	%

⁽¹⁾  Operating cash flow margin is calculated by dividing net cash provided by operating activities by total revenue. Pro forma operating cash flow margin is calculated by adding predecessor net cash provided by operating activities and East Stateline Ranch acquiree cash provided by operating activities and dividing by pro forma total revenue.

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RISK FACTORS

Investing in our Class A shares involves a significant degree of risk. The risks described below as well as all other information in this prospectus, including the historical and pro forma financial statements and the notes thereto and the matters addressed under the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements,” should be considered carefully before deciding to invest in our Class A shares. The risks and uncertainties described below are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may also materially affect our business. The occurrence of any of the following risks or additional risks and uncertainties that are currently deemed immaterial or unknown could materially and adversely affect our business, financial condition, liquidity, results of operations, cash flows and prospects. In such an event, the trading price of our Class A shares could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Operations

Our revenues are substantially dependent on ongoing oil and natural gas exploration, development and production activity on or around our land. If E&P companies do not maintain drilling, completion and production activities on or around our land, the demand for the use of our land and resources, as well as the royalties we receive from the production of oil and natural gas and related activities on our land, could be reduced, which could have a material adverse effect on our results of operations, cash flows and financial position.

We are not an E&P company, and we have no control over the oil and natural gas development activity on or around our land. The willingness and ability of E&P companies to continue development activities on and around our land is dependent on a variety of factors that are outside of their and our control, including:

• the demand for and supply of oil and natural gas;

• the capital costs required for drilling, completion and production activities, which could be significantly more than anticipated;

• the ability to access, and cost of, capital;

• prevailing oil and natural gas prices;

• the availability of suitable drilling equipment, production and transportation infrastructure and qualified operating personnel;

• the producers’ expected return on investment in wells drilled on or around our land as compared to opportunities in other areas; and

• regulatory developments.

The SUAs we enter into and the sand, brackish water and other resources that we or our customers sell are substantially dependent on drilling, completion and production activities by E&P companies on or around our acreage. Similarly, the services WaterBridge and Desert Environmental provide from which we earn royalties and fees are substantially dependent on those same activities. If E&P companies do not maintain such activities on or around our land, their demand for the use of our land and resources and WaterBridge’s and Desert Environmental’s services will decline, negatively impacting our results of operations, cash flows and financial position.

Demand for the use of our land and resources, as well as the services provided by WaterBridge and Desert Environmental, depends substantially on capital spending by producers to construct and

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maintain infrastructure on and around our acreage and explore for, develop and produce oil and natural gas in the area. These expenditures are generally dependent on such producers’ overall financial position, capital allocation priorities and ability to access capital, and their views of future demand for, and prices of, oil and natural gas. Volatility in oil or natural gas prices (or the perception that oil or natural gas prices will decrease) affects such producers’ capital expenditures and willingness to pursue development activities. This, in turn, could lead to lower demand for the use of our land and resources or WaterBridge’s and Desert Environmental’s services, delays in payment of, or nonpayment of, amounts that are owed to us and cause lower rates and lower utilization of our land. In addition, we own oil and gas royalty interests that generate revenue based on oil and natural gas prices and production. As a result, a significant decrease in the price of oil and natural gas or decrease in levels of production of oil and natural gas on and around our land could adversely affect our results of operations, cash flows and financial position. For additional information, please see “—The willingness of E&P companies to engage in drilling, completion and production activities on and around our land is substantially influenced by the market prices of oil and natural gas, which are highly volatile. A substantial or extended decline in oil and natural gas prices may adversely affect our results of operations, cash flows and financial position.”

For the year ended December 31, 2023, on an actual basis, we received revenue from approximately 170 customers, and our top ten customers represented approximately 84% of our total revenues. For the year ended December 31, 2023, on a pro forma basis, we received revenue from approximately 215 customers, and our top ten customers represented approximately 78% of our total revenues. While we expect these revenue streams to be recurring, our contracts with our significant customers, which represent a large portion of our revenues, typically do not contain minimum volume commitment provisions for land use or brackish water volumes to be purchased. As a result, our revenues are dependent on ongoing demand from these customers, which may decrease due to factors beyond our control. Our producers make all decisions as to investments in, and production from, their wells, and our revenues are dependent upon decisions made by such producers, among other factors. For example, we cannot control whether a producer chooses to develop a property or the success of drilling and development activities, which depend on a number of factors under the control of such producer. There can be no assurance that such producers will take actions or make decisions that will be beneficial to us, which could result in adverse effects on our results of operations, cash flows and financial position.

The willingness of E&P companies to engage in drilling, completion and production activities on and around our land is substantially influenced by the market prices of oil and natural gas, which are highly volatile. A substantial or extended decline in oil and natural gas prices may adversely affect our results of operations, cash flows and financial position.

Market prices for oil and natural gas are volatile and a decrease in prices could reduce drilling, completion and production activities by producers on or around our land, resulting in a reduction in the use of our land and resources and WaterBridge’s and Desert Environmental’s services, as well as the amount of revenues we receive from the production of oil and natural gas. The market prices for oil and natural gas are subject to U.S. and global macroeconomic and geopolitical conditions, among other things, and, historically, have been subject to significant price fluctuations and may continue to change in the future. Prices for oil and natural gas may fluctuate widely in response to relatively minor changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control and the control of producers on or around our land, such as:

• general market conditions, including macroeconomic trends, inflation, elevated interest rates and associated policies of the Federal Reserve;

• the domestic and foreign supply of and demand for oil and natural gas;

• the price and quantity of foreign imports and U.S. exports of oil and natural gas;

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• market expectations about future prices of oil and natural gas;

• oil and natural gas drilling, completion and production activities and the cost of such activities;

• political and economic conditions and events domestically, including the U.S. presidential and congressional elections in the fall of 2024 election and any resultant political uncertainty, and in foreign oil and natural gas producing countries, including embargoes, increased hostilities in the Middle East, including Iran, and other sustained military campaigns, the Russia-Ukraine war and associated economic sanctions on Russia, as well as the Israel-Hamas conflict, conditions in South America, Central America, China and Russia, and acts of terrorism or sabotage;

• the ability of and actions taken by members of the Organization of Petroleum Exporting Countries (“OPEC”), Russia and other allied producing countries (together with OPEC, “OPEC+”) and other oil-producing nations in connection with their arrangements to maintain oil prices and production controls;

• the impact on worldwide economic activity of an epidemic, outbreak or other public health event;

• the level of consumer product demand and efforts to accelerate the transition to a low-carbon economy;

• weather conditions, such as winter storms, earthquakes and flooding, and other natural disasters;

• the level of U.S. domestic oil and natural gas production;

• U.S. and non-U.S. governmental regulations and energy policy, including environmental initiatives and taxation;

• changes in global and domestic political and economic conditions, both generally and in the specific markets in which we operate;

• the effects of litigation;

• physical, electronic and cybersecurity breaches;

• shareholder activism or activities by non-governmental organizations to restrict the exploration, development and production of oil and natural gas to minimize emissions of carbon dioxide, a GHG;

• the proximity, cost, availability and capacity of oil and natural gas pipelines and other transportation infrastructure;

• technological advances affecting energy consumption, energy storage and energy supply;

• the price and availability of alternative fuels; and

• the impact of energy conservation efforts.

These factors have at times resulted in, and may in the future result in, a reduction in global economic activity and volatility in the global financial markets and make it extremely difficult to predict future oil and natural gas price movements with certainty. A sustained decline in oil and natural gas prices may reduce the amount of oil and natural gas that can be produced economically by producers on or around our land, which may reduce such producers’ willingness to develop such land and use our land and resources and WaterBridge’s and Desert Environmental’s services. Producers on or around our land could also determine during periods of low oil and natural gas prices to shut-in or curtail production from wells on such land, or plug and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under conditions of higher prices. The

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scale and duration of the impact of these factors cannot be predicted but could lead to an increase in our customers’ operating costs or a decrease in our or our customers’ revenues, and any substantial decline in the price of oil and natural gas or prolonged period of low oil and natural gas prices may materially and adversely affect our results of operations, cash flows and financial position.

Future land acquisitions would expose us to risks associated with acquisitions and the commercialization of additional acreage.

We may pursue opportunistic future land acquisitions that we expect to complement or expand our current land position. We may not be able to identify attractive acquisition opportunities, and even if we do so, we may not be able to complete the acquisition on commercially acceptable terms, or at all. No assurance can be given that we will be able to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms, or at all, or successfully acquire such identified acreage.

The process of integrating acquired acreage, including the Acquired Lands, may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources. Our failure to realize the anticipated benefits of our acquisitions, including the Acquisitions, could have a material and adverse effect on our results of operations, cash flows and financial position. The successful acquisition and integration of acreage requires an assessment of several factors, including:

• the availability of brackish water and the suitability of the land for produced water handling;

• proximity to recoverable oil and natural gas reserves and the level of drilling, completion and production operations of the target acreage;

• presence of minable sand;

• future oil and natural gas prices and their applicable differentials;

• potential environmental and other liabilities;

• any restrictive covenants or other use restrictions that would prohibit or restrict the ability to engage in certain activities on the target land; and

• regulatory, permitting and other similar matters.

The accuracy of these assessments is inherently uncertain. Although we will perform a review of the subject acreage that we believe to be generally consistent with industry practices, the accuracy of these assessments is inherently uncertain and may not reveal all existing or potential problems or fully assess their deficiencies and capabilities. Inspections may not always be performed on the totality of such acreage, and environmental problems are not necessarily observable even when an inspection is undertaken. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of the problems.

Because a significant portion of our future revenue growth is expected to be derived from WaterBridge and Desert Environmental, any development that materially and adversely affects either of their businesses, operations or financial condition could have a material adverse impact on us.

WaterBridge is, and Desert Environmental is anticipated to be, among our most significant customers and are expected to play an increasingly important role in our financial performance over the long term. Accordingly, we are indirectly subject to the business risks faced by WaterBridge and Desert Environmental. Because a significant portion of our revenues is derived from WaterBridge and

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Desert Environmental, any development that materially and adversely affects either of WaterBridge’s or Desert Environmental’s businesses, operations or financial condition could have a material adverse impact on us.

In addition, WaterBridge does not own all of the land on which its infrastructure is located and certain portions of such infrastructure located outside of our land are subject to leases, rights-of-way and easements with third parties. Such infrastructure is necessary to deliver produced water volumes to facilities on our land and if WaterBridge were to lose these rights or be required to relocate its infrastructure, our business could be materially and adversely affected as a result of produced water delivery interruptions. If WaterBridge is unable to enter into favorable contracts or to obtain the necessary regulatory and land use approvals on favorable terms, it may not be able to construct and operate its assets as anticipated, or at all, which could negatively affect our results of operations, cash flows and financial position.

Our reliance on WaterBridge and its personnel to manage and operate our business exposes us to certain risks.

Pursuant to the Shared Services Agreement (as defined herein), WaterBridge provides general and administrative services, as well as limited operational and maintenance services to us, together with four dedicated employees providing field services and two dedicated employees providing corporate services. Our success depends on the efforts, experience, diligence, skill and network of business contacts of such personnel and the quality of services that WaterBridge offers. However, the allocation of such resources is generally within WaterBridge’s discretion. We can offer no assurance that WaterBridge will continue to provide services to us or that we will continue to have access to WaterBridge’s personnel. If the Shared Services Agreement is terminated and no suitable replacement is found to provide management and operating services for our land, we may not be able to execute our business plan, and our results of operations, cash flows and financial position may be materially and adversely affected.

We rely on a small number of key individuals, certain of whom have responsibilities with affiliated entities, whose absence or loss could adversely affect our business, and difficulty attracting and retaining experienced personnel could reduce our competitiveness and prospects for future success.

The successful operation and growth of our business depends to a large extent on a small number of individuals to whom many key responsibilities within our business have been assigned. Such individuals hold positions with our affiliates, including Five Point, WaterBridge and Desert Environmental, and dedicate a portion of their time and resources to the activities of such affiliates, and there can be no assurance as to the future allocation of time and resources between our business, on the one hand, and our affiliates in which our employees and management team hold an interest, on the other hand. We rely on our key personnel for their knowledge of the energy industry, relationships within the industry and experience in operating a business in the Permian Basin. The loss of the services of one or more of these key employees, and the inability to recruit or retain additional key personnel, could have an adverse effect on our business. Further, we do not have currently a succession plan for the replacement of, and do not maintain “key-person” life insurance policies on, such key personnel.

In addition, our business and the success thereof is also dependent, in part, on our ability to attract and retain qualified personnel. Acquiring and keeping these personnel could prove more difficult or cost substantially more than estimated due to competition within the broader energy industry. Other companies may be able to offer better compensation and benefits packages to attract and retain such personnel. If we cannot retain our experienced personnel or attract additional experienced personnel,

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our ability to compete in our industry could be harmed, which could materially and adversely affect our results of operations, cash flows and financial position.

Our acreage is located in the Permian Basin, making us vulnerable to risks associated with geographic concentration in a single geographic area.

Our acreage is located in the Permian Basin in Texas and New Mexico making us vulnerable to risks associated with geographic concentration in that basin. In particular, we and our customers may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from oil and natural gas wells in this area, availability of equipment, facilities, personnel or services, market limitations, governmental regulation and political activities, processing or transportation capacity constraints, natural disasters, adverse weather conditions, water shortages or other drought related conditions or interruption of the processing or transportation of oil and natural gas. In addition, the effect of fluctuations on supply and demand may become more pronounced within specific geographic oil and natural gas producing areas such as the Delaware Basin, which may cause these conditions to occur with greater frequency or magnify the effects of these conditions.

Additionally, our brackish water sales and sand royalties may be adversely affected by risks associated with our geographic concentration, including the presence of a limited number of potential customers on or near our land, competition with adjacent landowners to provide an attractive development site for such resources, particularly if such landowners are closer to the location of oil and natural gas development activity, and legislation or regulatory initiatives limiting the utilization of brackish water and sand in the Permian Basin.

We have a limited operating history, and an investment in our Class A shares is highly speculative. Because we have a limited operating history, it may be difficult to evaluate our ability to successfully implement our business strategy.

Our predecessor for accounting purposes, OpCo, was formed in September 2021, and, accordingly, we have a limited operating history and track record. As a result, our prior operating history and historical financial statements may not be a reliable basis for evaluating our business prospects or the future value of our Class A shares and may make it difficult to assess our ability to operate profitably. Our future results will be dependent on, among other things, a number of factors and trends discussed in the “Business” section and elsewhere in this prospectus and the risks discussed elsewhere in this “Risk Factors” section, as well as our ability to execute our business model. Our business model may not be successful, and if unsuccessful, we may be unable to modify it in a timely and successful manner.

Because of our limited operating history, our business model and the attractiveness of our acreage to our customers, as well as the performance of any other future assets, are not yet proven. As a result, it may be difficult to evaluate our business and results of operations to date and to assess our future prospects.

In addition, we may encounter risks and difficulties experienced by companies whose performance is dependent upon newly acquired assets, such as failing to integrate, or realizing the expected benefits of, such assets. As a result of the foregoing, we may be less successful in achieving a consistent revenue base capable of generating cash flows from operations compared with a company that has a longer operating history. In addition, we may be less equipped to identify and address risks and hazards in the conduct of our business than those companies that have longer operating histories.

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We may experience difficulty in achieving and managing future growth.

Future growth may place strains on our resources, possibly negatively affecting our results of operations, cash flows and financial position. Our ability to grow will depend on a number of factors, including:

• investment by our customers in infrastructure on or around our land;

• the amount of brackish water use and associated prices for such brackish water;

• the results of drilling operations on and in proximity to our land;

• future and existing limitations imposed by law or environmental regulations;

• oil and natural gas prices;

• our ability to develop existing and future projects, including sand mines and solar projects;

• our ability to identify and acquire additional acreage;

• our ability to continue to retain and attract skilled personnel;

• our ability to maintain or enter into new relationships with customers; and

• our access to, and cost of, capital in the event we pursue future acquisitions.

We may also be unable to make attractive acquisitions, which could inhibit our ability to grow, or we could experience difficulty commercializing any acquired acreage. It may be difficult to identify attractive acquisition opportunities and, even if such opportunities are identified, our existing and/or future debt agreements contain, or may contain, limitations on our ability to enter into certain transactions, which could limit our future growth.

We may not be successful in pursuing additional commercial opportunities on our land from non-hydrocarbon based energy production and other users.

One of our strategies is to expand the use of our land by customers not engaged in hydrocarbon-based energy development. We may not be able to correctly identify such commercial opportunities or may be unsuccessful in attracting industry participants to develop projects on our land. The rapidly evolving and competitive nature of many of the industries we are targeting for such development makes it difficult to evaluate the future prospects of these projects. In addition, we have limited insight into emerging trends that may adversely affect the development of such projects on our land or otherwise, and the developers of these projects, if they were to materialize, would encounter the risks and difficulties frequently experienced by growing companies and project developers in rapidly changing industries, including, unpredictable and volatile revenues, increased expenses, an uncertain regulatory environment, novel litigation and corresponding outcomes and changes in business conditions. The viability of this business strategy and the resulting demand for the use of our land and its resources by such project developers will be affected by many factors outside of our control and may not be successful.

The construction by our customers of new infrastructure on our land is subject to regulatory, construction, supply chain and other risks common in the development and operation of facilities and other infrastructure.

We intend to grow our business through revenues from SUAs or other contracts pursuant to which our customers develop infrastructure on our land. These infrastructure projects involve numerous regulatory, environmental, political and legal uncertainties, including political opposition by environmental groups, local groups and other advocates. Such opposition can take many forms, including the delay or denial of required governmental permits, organized protests, attempts to block or

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sabotage our customers’ operations, intervention in regulatory or administrative proceedings related to our customers’ permitting efforts or otherwise involving their assets, or lawsuits or other actions designed to prevent, disrupt or delay the operation of our customers’ assets or their business. There can be no assurance that such infrastructure will be developed at all or that our customers will complete these projects on schedule or at an economical cost, and we may not realize the anticipated benefits of such projects.

Our customers may also encounter technical difficulties during the construction of such infrastructure leading to a reduction in capacity or a shorter useful life. Moreover, our customers may undertake expansion projects to capture anticipated future growth that does not materialize or for which they are unable to acquire new customers. As a result, the new facilities and infrastructure developed by our customers on our acreage may not be able to attract enough demand to achieve their expected investment return, which could materially and adversely affect our results of operations, cash flows and financial position.

In addition, acts of sabotage or eco-terrorism could cause significant damage or injury to people, property or the environment or lead to extended interruptions of operations. Moreover, governmental authorities exercise considerable discretion in the timing and scope of permit issuance and the public may engage in the permitting process, including through intervention in the courts. Negative public perception could cause the permits our customers require to conduct their operations to be withheld, delayed or burdened by requirements that restrict our customers’ ability to profitably conduct their business. Any such event that delays or otherwise interrupts the revenues generated by our customers’ operations, or which causes them to make significant expenditures not covered by insurance, could adversely affect their payments to us in respect of use of existing infrastructure as well as future development of infrastructure on our land.

Technological advancements in connection with alternatives to hydraulic fracturing could decrease the demand for our brackish water sales and WaterBridge’s produced water transportation and handling operations on our land.

Wide-scale development of techniques to recycle produced water for use in completion activities or otherwise could adversely affect the amount of produced water transported to and handled on our land, which could materially and adversely affect our results of operations, cash flows and financial position. Some E&P companies are focusing on developing and utilizing non-water fracturing techniques, including those utilizing propane, carbon dioxide or nitrogen instead of water. If producers in the Permian Basin begin to shift their fracturing techniques to waterless fracturing in the development of their wells, our brackish water sales could be materially and negatively impacted.

Inadequate brackish water supplies could have a material adverse effect upon our revenues.

One of our significant sources of revenue is the sale of brackish water for use in oil and natural gas drilling, completion operations. Our ability to meet the existing and future demand for brackish water depends on an adequate supply of such brackish water from our acreage. Additionally, regulatory restrictions on the use of brackish water and the development of brackish water wells, lack of available water rights, drought, overuse of sources of water, protection of threatened species or habitats or other factors may limit the availability of brackish water. No assurance can be given that we will be able to produce enough brackish water to fully satisfy future customer demand.

If we are unable to produce adequate brackish water supplies, our results of operations, cash flows, and financial position may be adversely affected by, among other things, the following:

• a reduction in the amount of brackish water we sell and reduced revenues therefrom;

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• an increase in operating costs; and

• an increase in capital expenditures associated with building pipelines to connect to alternative sources of brackish water supply, new wells to replace those that are no longer in service or are otherwise inadequate to meet the needs of customers, and reservoirs and other facilities to conserve or reclaim water.

We may or may not be able to recover increased operating and capital costs as a result of water shortages on a timely basis, or at all.

Our proved undeveloped reserves may not ultimately be developed or produced by the operators of our mineral and royalty interests or may take longer to develop than anticipated.

As of December 31, 2023, 1,495 Mboe of our 2,913 Mboe total estimated proved reserves, or 51.3%, were proved developed reserves. Our remaining total estimated proved reserves are classified as PUDs and may not be ultimately developed or produced by the operators of our mineral and royalty interests. Conversion of PUDs into producing volumes requires significant capital expenditures and successful drilling and development by such operators. The reserve data included in the reserves reports of Von Gonten (as defined herein), our independent petroleum engineer, assume that substantial capital expenditures by such operators are required to develop such PUDs. See “Business—Oil, Natural Gas and NGL Data—PUDs.” We cannot be certain that the estimated costs of the development of these PUDs are accurate, that our operators will develop the properties underlying our mineral and royalty interests in accordance with any publicly announced schedule or that the results of such development will be as estimated. The development of our PUDs may take longer than expected as a result of a variety of factors, including unexpected drilling conditions, pressure or irregularities in formations, lack of proximity to and shortage of capacity of transportation facilities, equipment failures or accidents and shortages or delays in the availability of drilling rigs, equipment, personnel and services and compliance with governmental requirements, and may require higher levels of capital expenditures from the operators than anticipated. Delays in the development of our PUDs, increases in costs to drill and develop PUDs or decreases or continued volatility in commodity prices will reduce the future net cash flows of our estimated undeveloped reserves and may result in some projects becoming uneconomic for the operators of our mineral and royalty interests.

Sand operations are subject to operating risks that are often beyond the control of the mine operator. These risks can adversely affect production levels and costs, which could adversely affect sand production from our acreage.

We do not operate the sand mines on our land, but our customers that conduct such operations are subject to risks normally encountered in the mining industry generally and the sand mining industry in particular. These risks include:

• changes in the price and availability of transportation, natural gas or electricity;

• unanticipated ground, grade or water conditions;

• unusual or unexpected geological formations or pressures;

• pit wall failures or surface rock falls;

• inclement or hazardous weather conditions, as well as any effects of climate change;

• environmental hazards and industrial accidents;

• changes in applicable laws and regulations (or the interpretation thereof);

• inability to maintain necessary permits or mining or water rights;

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• restrictions on blasting operations;

• inability to obtain necessary mining or production equipment or replacement parts;

• fires, explosions or industrial accidents or other accidents;

• technical difficulties or key equipment failures;

• labor disputes;

• late delivery of supplies; and

• facility shutdowns in response to environmental regulatory actions.

Any of these risks could result in damage to current and future mining properties or production facilities on our land, personal injury, environmental damage, delays in mining or processing, losses or possible legal liability. Any prolonged downtime or shutdowns at any of the mining properties or production facilities on our acreage could have a material adverse effect on our results of operations, cash flows and financial position.

In addition, transportation and related logistics costs are a significant component of the total delivered cost of sand for oil and natural gas operations. As a result, the cost of transporting sand to the well site is a key factor in our customers’ purchasing decisions. The development of additional in-basin sand mines that are closer to areas of drilling activity could reduce demand for sand produced from our acreage. For example, a number of companies have announced plans to develop or acquire, are currently developing or expanding, or have recently acquired or completed sand mine projects in the Delaware Basin that may be closer to ongoing development activity. Any such reduction in demand for sand from our land could materially affect our results of operations, cash flows and financial position.

Interruption of our customers’ supply chains could negatively impact our business and operations as well as reduce our revenues.

Any material interruption in our customers’ supply chains, such as a material interruption of the resources required to drill and complete oil and natural gas wells, to construct produced water pipelines on our land and otherwise construct infrastructure and extract resources from our land, such as those resulting from interruptions in service by the third-party providers or common carriers that ship goods within our customers’ distribution channels, trade restrictions, such as increased tariffs or quotas, embargoes or customs restrictions, social or labor unrest, natural disasters, epidemics or pandemics or political disputes and military conflicts that cause a material disruption in our customers’ supply chains, could have a negative impact on our business and our profitability. In the event of disruptions in our customers’ supply chains, the labor and materials they rely on in the ordinary course of business may not be available at reasonable rates or at all.

Any such supply disruption could adversely affect activity levels on or around our land or significantly delay construction and development on our land, which could materially and adversely affect our results of operations, cash flows and financial position.

Operational disruptions on or around our land from weather, natural disasters, terrorism or other similar causes could impact our results of operations, cash flows and financial position.

A natural disaster (such as an earthquake, tornado, fire or flood) or an act of terrorism could damage or destroy our customers’ infrastructure on or around our land or result in a disruption of operations on or around our land.

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Additionally, our land is located in the Permian Basin, which may be adversely affected by earthquakes and adverse weather conditions. During periods of heavy rain or extreme weather conditions such as tornados or after other disruptive events such as earthquakes or wildfires, we or our customers may be unable to access our land and our customers’ infrastructure may be damaged. Such disruptions could materially and adversely affect our results of operations, cash flows and financial position.

Global incidents, such as the COVID-19 pandemic, could have a similar effect of disrupting our or our customers’ businesses to the extent they reach and impact the service areas on or around our land, the availability of supplies our customers need, the customers we or our customers serve, or the employees who operate our or our customers’ businesses.

Any such destruction of or damage to infrastructure or interruptions of operations could materially and adversely affect our results of operations, cash flows and financial position.

We or our customers may be unable to obtain and renew permits necessary for operations, which could materially and adversely affect our results of operations, cash flows and financial position.

Our or our customers’ ability to conduct operations are subject to a variety of required permits from various governmental authorities, which may limit such operations, including those associated with oil and natural gas drilling, completion and production activities, disposal or transport of produced water and other hazardous materials or wastes or oilfield wastes, construction, stormwater, water use, air emissions, mining, and other activities that may be conducted in association with operations on our acreage. The public often has the right to comment on permit applications and otherwise participate in the permitting process, including through court intervention. Accordingly, permits required to conduct our or our customers’ operations may not be issued, maintained, or renewed, may not be issued or renewed in a timely fashion, or may involve requirements that restrict our or our customers’ ability to economically conduct operations. Limitations on our or our customers’ ability to conduct operations due to the inability to obtain or renew necessary permits or similar approvals could materially and adversely affect our results of operations, cash flows and financial position.

The deterioration of the financial condition of our customers could adversely affect our business, and the termination of activities on or around our land by one or more significant customers could materially and adversely affect our results of operations, cash flows and financial position.

For the year ended December 31, 2023, on a pro forma basis, revenues from ConocoPhillips, EOG Resources and WaterBridge each individually comprised more than 10% of our total revenues and collectively represented approximately 45% of our total revenues. Texas Pacific Water Resources, EOG Resources and ConocoPhillips individually each comprised approximately 13%, 12% and 11% of accounts receivable and collectively represented approximately 36% of our outstanding accounts receivables at such date on a pro forma basis. For the year ended December 31, 2022, revenues from Chevron and ConocoPhillips, each individually comprised more than 10% of our total revenues and collectively represented approximately 24% of our total revenues. Ace Fluid Solutions and Mewbourne Oil Company individually each comprised approximately 35% and 12% of accounts receivable and collectively represented approximately 47% of our outstanding accounts receivables at December 31, 2022. No other customer accounted for more than 10% of our total revenues or outstanding accounts receivables.

We expect to continue to depend on key customers to support our revenues for the foreseeable future, and although each of ConocoPhillips, EOG Resources and WaterBridge operates on our land under long-term contracts, each of these customers has the right to reduce or cease operations on our acreage at their sole discretion under certain circumstances, as our contracts with such customers

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generally do not contain minimum commitment provisions for land use or brackish water volumes to be purchased. The loss of revenue derived from any of these customers’ operations on our land could adversely affect our results of operations, cash flows and financial position. During times when the oil and natural gas markets weaken, our customers are more likely to experience financial difficulties, including generating less cash flow due to lower oil and natural gas prices and being unable to access or receive favorable terms in connection with debt or equity financing, which could result in a reduction in our customers’ activities on or around our land. Furthermore, the determination by a customer to initiate or maintain activities on or around our land largely depends on the location of our surface acreage relative to the nature and location of such customer’s operations and such customer’s need for the use of our land and resources. Our customers are limited to entities operating on and around our acreage in the Delaware Basin.

We cannot assure you that any of our customers will continue to do business with us. If these customers do not maintain their activities on or around our land, their demand for use of our land and resources will be reduced. The loss of revenue from key customers, failure to renew contracts upon expiration, or a sustained decrease in demand by key customers could result in a substantial loss of revenues and could materially and adversely affect our results of operations, cash flows and financial position.

We may experience delays in the payment of royalties and fees and be unable to replace customers or producers that do not make required payments to us, and we may not be able to terminate our agreements with defaulting customers that declare bankruptcy.

We may experience delays in receiving royalty, fee and other payments from our customers or producers. A failure on the part of a producer to make royalty payments typically gives us the right to terminate the lease agreement, repossess the property and enforce payment obligations under the agreement. If we repossessed any of our mineral interests, we would seek a replacement producer. However, we might not be able to find a replacement producer and, if we did, we might not be able to enter into a new lease on favorable terms within a reasonable period of time. In addition, with respect to a customer or producer that is subject to a proceeding under Title 11 of the United States Code (the “Bankruptcy Code”), our right to enforce or terminate the agreement for any defaults, including non-payment, may be substantially delayed or otherwise impaired. In general, in a proceeding under the Bankruptcy Code, the bankrupt customer or producer would have a substantial period of time to decide whether to ultimately reject or assume our agreement, which could prevent the execution of a new agreement or the assignment of the existing agreement to another customer or producer. In the event that the customer or producer rejected the agreement, our ability to collect amounts owed would be substantially delayed, and our ultimate recovery may be only a fraction of the amount owed or nothing. In addition, if we are able to enter into a new agreement with a new customer or producer, the replacement customer or producer may not achieve the same levels of activity on or around our land at the same price as the customer or producer it replaced.

Declining general economic, business or industry conditions and inflation may have a material adverse effect on our results of operations, cash flows and financial position.

Concerns over global economic conditions, global health threats, supply chain disruptions, increased demand, labor shortages associated with a fully employed U.S. labor force, geopolitical issues, inflation, the availability and cost of credit and the United States financial markets and other factors have contributed to increased economic uncertainty. Although inflation in the United States had been relatively low for many years, there was a significant increase in inflation beginning in the second half of 2021, with a moderate decline during the second half of 2022. Average inflation for the year ended December 31, 2023 and for the three months ended March 31, 2024 was 3.4% and 3.5%, respectively. Though we incorporate inflation escalators in most of our long-term customer contracts, and the inflation rate has declined recently relative

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to previous highs, inflation may outpace the revenue adjustments provided by those provisions. Our customers may also experience supply chain constraints and inflationary pressure on their cost structures, which could impact the revenues we receive from them. Our customers also may face shortages of equipment, raw materials, supplies, commodities, labor and services, which may prevent them from executing their development plans on or around our land. These supply chain constraints and inflationary pressures may continue to adversely impact our customers’ operating costs and, if they are unable to manage their supply chain, it may impact their ability to procure materials and equipment in a timely and cost-effective manner, if at all, which could materially and adversely affect the revenues received in respect of our customers’ operations on or around our land.

In addition, increased hostilities related to the Russia-Ukraine war, as well as the Israel-Hamas conflict and increased tensions in the Middle East, including Iran, and the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the global economy. These and other factors, such as declining business and consumer confidence, may contribute to an economic slowdown and a recession. Recent concerns about global economic growth have had a significant adverse impact on global financial markets and commodity prices. If the economic climate in the United States or abroad deteriorates, worldwide demand for oil and natural gas products could diminish, which could impact operations on or around our land, affect the ability of our customers to continue operations and ultimately adversely impact our results of operations, cash flows and financial position.

Uncertainty surrounding potential legal, regulatory and policy changes, as well as the potential for general market volatility and regulatory uncertainty, because of the upcoming U.S. presidential election and congressional elections may have a material adverse effect on our results of operations, cash flows and financial position.

We and our customers, particularly in the oil and natural gas industry, face regulatory and tax uncertainties due to the upcoming U.S. presidential and congressional elections in the fall of 2024. The nature, timing and economic effects of any potential change to the current legal and regulatory framework affecting our and our customers’ businesses remain highly uncertain. Uncertainty surrounding future changes may adversely affect our or our customers’ operations and have an adverse impact on our business, financial condition, results of operations and growth prospects.

We may be subject to claims for personal injury and property damage, or for catastrophic events, which could materially and adversely affect our results of operations, cash flows and financial position.

Our customers will be subject to all of the hazards and operating risks associated with their operations, which include oil and natural gas drilling, completion and production activities, sand mining, production and distribution of brackish water, water handling, waste disposal, construction and operation of non-hazardous oilfield reclamation and solid waste facilities, fuel stations, battery and/or solar facilities, and any other operations that may occur on our acreage. These hazards may include the risk of fire, explosions, blowouts, seismic events, surface cratering, uncontrollable flows of crude oil, natural gas, NGLs and produced water, pipe or pipeline failures, abnormally pressured formations, casing collapses and environmental hazards such as crude oil and NGL spills, natural gas leaks and ruptures or discharges of toxic gases, release of hazardous materials into the environment, and worker health and safety issues. The occurrence of any of these events could result in substantial losses to our customers due to injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigations and penalties, suspension of operations and repairs required to resume operations.

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In addition, litigation arising from operations on our acreage may cause us to be named as a defendant in lawsuits asserting potentially large claims, including claims for defense, indemnity, and exemplary damages. We generally seek indemnity from our customers for liabilities arising from their operations on our land, and we maintain what we believe is customary and reasonable insurance to protect our business against these potential losses, but such indemnity and insurance may not be adequate to cover our liabilities, and we are not fully protected or insured against all risks.

Subject to certain exceptions, our customers assume responsibility for, including control and removal of, all other pollution or contamination that may result from their operations on our acreage. We may have liability in such cases if we are grossly negligent or commit willful acts, or as owners of the land under laws that impose strict liability for pollution clean-up, such as CERCLA (as defined herein). Our customers generally agree to indemnify and defend us against claims relating to damage or loss of a well, reservoir, geological formation, underground strata, or water resources, or the loss of oil, natural gas, mineral, or water, but sometimes such indemnity and defense is subject to exceptions for claims for gross negligence or willful misconduct, and we may not be able to collect under these indemnities if the applicable customer is in financial distress. Our customers also generally assume responsibility for claims arising from their employees’ personal injury or death, or the damage or loss of their property, to the extent that their employees are injured or their properties are damaged by operations on our acreage, but sometimes such indemnity and defense is subject to exceptions for claims resulting from our gross negligence or willful misconduct, and we may not be able to collect under these indemnities if the applicable customer is in financial distress. However, we might not succeed in enforcing such contractual risk allocation or might incur an unforeseen liability falling outside the scope of such risk allocation.

The occurrence of any of these events could result in interruption of our customers’ operations or substantial losses to us or our customers, which could materially and adversely affect our results of operations, cash flows and financial position.

Our insurance coverage may not fully cover our losses, and we may in the future encounter increased costs related to, and lack of availability of, insurance.

While we maintain insurance coverage at levels that we believe to be reasonable and prudent, we can provide no assurance that our current levels of insurance will be sufficient to cover any losses that we have incurred or may incur in the future, whether due to deductibles, coverage challenges or other limitations. Additionally, we may not be able to maintain adequate insurance in the future at rates or on other terms we consider commercially reasonable. Additionally, insurance will not cover many types of interruptions or events that might occur and will not cover all risks associated with our business. In addition, the proceeds of any such insurance may not be paid in a timely manner and may be insufficient if such an event were to occur. The occurrence of a significant event, the consequences of which are either not covered by insurance or not fully insured, or a significant delay in, or denial of, the payment of a major insurance claim, could materially and adversely affect our results of operations, cash flows and financial position.

Cyber incidents or attacks targeting systems and infrastructure used by the oil and natural gas industry may adversely impact our operations, and a cyber incident or systems failure could result in information theft, data corruption and operational disruption and our results of operations, cash flows or financial position may be adversely impacted.

We and our customers, and the energy industry generally, increasingly rely on information technology systems and digital technologies to operate our respective businesses. Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow. The U.S. government has issued public warnings that specifically indicate energy

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assets could be targets of cybersecurity threats. For example, on April 29, 2021, Colonial Pipeline suffered a cyber incident that resulted in fuel shortages across the U.S. and in the payment of an approximate $4.4 million ransom. Our technologies and systems, networks, and those of our customers, affiliates and other business partners, may become the target of cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring misuse, loss or destruction of proprietary, personal and other information, or other disruption of business operations. Our information technology and other systems for protecting against cybersecurity risks may not be sufficient, and some of these networks and systems are managed by third-party service providers and are not under our direct control. We regularly enter into transactions with third parties, some of whom may have less sophisticated electronic systems or networks and may be more vulnerable to cyberattacks. In addition, certain cyber incidents, such as surveillance, may remain undetected for some period of time, and cyber incidents and attacks are continually evolving and unpredictable. As cyber incidents and attacks continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerability to cyber incidents. While we utilize various procedures and controls to reduce the risk of the occurrence of cyber incidents, there can be no assurance that our business, finances, systems and assets will not be compromised in a cyber incident.

Reserves estimates depend on many assumptions that may turn out to be inaccurate. Any significant inaccuracies in these reserves estimates or underlying assumptions could materially affect the quantities and present value of our reserves.

The process of estimating oil and natural gas reserves is complex, as it is not possible to measure underground accumulation of oil, natural gas or NGLs in an exact way, and requires subjective interpretations of available technical data, estimates and many assumptions, including assumptions relating to economic factors, such as future oil, natural gas and NGL prices, production levels, ultimate recoveries and operating and development cost. Any significant inaccuracies in these interpretations, subjective estimates or assumptions could materially affect our estimated quantities and present value of our reserves and such data may turn out to be incorrect.

Estimates of our reserves and related valuations as of December 31, 2023 and 2022 were prepared by our independent petroleum engineers, Von Gonten. Von Gonten conducted a detailed review of all of our properties for the periods covered by its reserves reports using information provided by us and collected by it. Over time, Von Gonten may make material changes to reserves estimates taking into account the results of actual drilling, testing and production and changes in prices. In estimating our reserves, our reserve engineers make certain assumptions that may prove to be incorrect, including assumptions regarding future oil, natural gas and NGL prices, production levels and operating and development costs. A substantial portion of our reserves estimates are made without the benefit of a lengthy production history, which are less reliable than estimates based on a lengthy production history. Any significant variance from these assumptions to actual figures could greatly affect our estimates of reserves, the economically recoverable quantities of oil and natural gas attributable to any particular group of properties, the classifications of reserves based on risk of recovery and future royalties generated from oil and natural gas development of our oil and natural gas reserves. Numerous changes over time to the assumptions on which our reserves estimates are based, as described above, often result in the actual quantities of oil, natural gas and NGLs that are ultimately recovered being different from our reserves estimates.

You should not assume that the present value of future net cash flows from proved reserves is the current market value of our estimated oil and natural gas reserves. In accordance with SEC requirements and the FASB, Von Gonten bases the estimated discounted future net cash flows from our proved reserves on the 12-month average oil and natural gas index prices, calculated as the unweighted average for the first-day-of-the-month closing price for the previous calendar year, and costs in effect on the date of the estimate, holding the prices and costs constant throughout the life of

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the properties. Actual future prices and costs may differ materially from those used in the present value estimate, and future net present value estimates using then current prices and costs may be significantly less than the current estimate. In addition, the 10% discount factor used when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the oil and natural gas industry in general.

The unaudited pro forma condensed consolidated financial statements, and any other pro forma data, included herein are based on a number of preliminary estimates and assumptions and our actual results of operations, cash flows and financial position of may differ materially.

The unaudited pro forma condensed consolidated financial statements, and any other pro forma or pro forma, as adjusted, data, included herein is presented for illustrative purposes only, has been prepared based on available information and certain assumptions and estimates that we believe are reasonable, and is not necessarily indicative of what our actual financial position or results of operations would have been had the pro forma or pro forma, as adjusted, events been completed on the dates indicated. Further, our actual results and financial position after the pro forma or pro forma, as adjusted, events occur may differ materially and adversely from the pro forma or pro forma, as adjusted, information herein. The unaudited pro forma condensed consolidated financial statements included herein have been prepared with us as the accounting acquirer under GAAP and reflect adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed.

Our future results following the Acquisitions will suffer if we do not effectively manage our expanded operations.

Following the Acquisitions, the size of our asset base increased significantly. Our future success will depend, in part, upon our ability to manage this expanded business, which poses substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. We may also face increased scrutiny from governmental authorities as a result of the significant increase in the size of our business. There can be no assurances that we will be successful or that we will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the Acquisitions.

Risks Related to Environmental and Other Regulations

Our results of operations, cash flows and financial position are subject to major trends in our industry, such as decarbonization, and may be adversely affected by future developments that are outside of our control.

The value of the revenues we receive from the use of our land and resources by our customers is substantially based on the level of oil and natural gas drilling and production activities. Our revenues may be negatively affected by changes driven by trends such as decarbonization efforts. Such changes may relate to the types or sources of energy in demand, such as a shift to renewable sources of power generation (for example, wind and solar), along with ongoing changes in regulatory, investor, customer and consumer policies and preferences. While we intend to pursue these additional opportunities, we may ultimately be unsuccessful. The evolution of global energy sources is affected by factors out of our control, such as the pace of technological developments and related cost considerations, the levels of economic growth in different markets around the world and the adoption of climate change-related policies. In addition, the possibility of taxes on carbon emissions can affect the demand for crude oil and natural gas and the operating costs for producers on or around our land.

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Legislation or regulatory initiatives intended to address seismic activity, over-pressurization or subsidence could restrict drilling, completion and production activities, as well as WaterBridge’s ability to handle produced water gathered from its customers, which could have a material adverse effect on our results of operations, cash flows and financial position.

WaterBridge handles large volumes of produced water in connection with its customers’ drilling and production operations pursuant to permits issued by governmental authorities overseeing such produced water handling activities. While these permits are issued pursuant to existing laws and regulations, these legal requirements are subject to change, which could result in the imposition of more stringent operating constraints or new monitoring and reporting requirements, owing to, among other things, concerns of the public or governmental authorities regarding such produced water handling activities. For example, there exists a growing concern that the injection of produced water into certain produced water handling facilities triggers seismic activity in certain areas, including Texas, where a majority of our acreage is located. This has led to the creation of operator-led response plans in certain areas in New Mexico or Texas by the New Mexico Oil Conservation Division (the “NMOCD”) and the Texas Railroad Commission (the “TRRC”), respectively, which can include the TRRC suspending or declining to issue produced water handling permits, restrictions on the amount of material that can be handled, or requiring producers to cease disposal in certain produced water handling facilities.

State and federal regulatory agencies have recently focused on a possible connection between hydraulic fracturing related activities, particularly the underground injection of produced water into produced water handling facilities, and the increased occurrence of seismic activity, and regulatory agencies at all levels are continuing to study the possible linkage between oil and natural gas activity and induced seismicity. The U.S. Geological Survey has recently identified Texas and New Mexico as two of six states with the most significant hazards from induced seismicity. In addition, a number of lawsuits have been filed in some states alleging that produced water handling operations have caused seismic events, caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. In response to these concerns, regulators in some states are seeking to impose additional requirements, including requirements regarding produced water handling permits, to assess the relationship between seismicity and the use of such produced water handling facilities. For example, the TRRC has previously published a rule governing permitting or re-permitting of produced water handling facilities that would require, among other things, the submission of information on seismic events occurring within a specified radius of the produced water handling facility location, as well as logs, geologic cross sections and structure maps relating to the water handling area in question. The TRRC recently suspended produced water handling permits within the boundaries of certain Seismic Response Areas (“SRAs”). Although our acreage is not currently included in any SRA, there can be no assurance that all or a portion of our acreage will not be included in an SRA in the future. Separately, in November 2021, the NMOCD implemented protocols requiring producers to take various actions within a specified proximity of certain seismic activity, including a requirement to limit injection rates if a seismic event of a certain magnitude occurs within a specified radius of a produced water handling facility. The adoption and implementation of any new laws or regulations that restrict our customers’ ability to handle produced water gathered from E&P companies, by limiting volumes, disposal rates, produced water handling facility locations or otherwise, or requiring our customers to shut down produced water handling facilities, could limit existing operations and future development activity in affected areas by our customers, including WaterBridge, and reduce their demand for the use of our land and resources, which could have a material adverse effect on our results of operations, cash flows and financial position.

Additionally, hydraulic fracturing related activities have been linked to subsidence and expansion. Both the injection of produced water into produced water facilities and the extraction of water, oil, natural gas, or mineral resources from the ground can result in surface subsidence and uplifts caused by changes underground (such as, but not limited to, loss of volume and pressure depletion). This has

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been linked to various geo-and environmental hazards, such as alteration of local ecosystems and impacts upon local communities, to include increased seismic activity and the formation of sinkholes. Any new laws or regulations that may be adopted and implemented with respect to addressing subsidence and expansion risks may lead to restrictions upon our customers’ operations, which could materially and adversely affect our results of operations, cash flows and financial position.

Our reliance on revenue generated from brackish water sales and produced water handling activities expose us to potential regulatory risks.

There are unique risks associated with handling produced water, and the legal requirements related to handling produced water into a non-producing geologic formation by means of produced water handling facilities are subject to change based on concerns of the public or governmental authorities. There remains substantial uncertainty regarding the handling of produced water by means of produced water handling facilities, the regulation of which could materially and adversely affect our customers in a manner that cannot be predicted. These include liabilities related to the handling, treatment, storage, disposal, transport, release and use of radioactive materials, which could be in produced water, and uncertainties regarding the ultimate, and potential exposure to, technical and financial risks associated with modifying or decommissioning produced water handling facilities. Federal or state regulatory agencies could require the shutdown of produced water handling facilities for safety reasons or refuse to permit the restart of any facility after unplanned or planned outages. New or amended safety and regulatory requirements may give rise to additional operation and maintenance costs and capital expenditures. Additionally, aging equipment may require more capital expenditures to keep produced water infrastructure operating efficiently or in compliance with applicable laws and regulations. Such equipment is also likely to require periodic upgrading and improvement in order to maintain compliance. Although the safety record of produced water handling generally has been very good, accidents and other unforeseen problems have occurred. The consequences of a major incident could be severe and include loss of life and property damage. Any resulting liability from a major environmental or catastrophic incident could materially and adversely affect our customers and limit their operations on our land.

The Endangered Species Act (“ESA”) and Migratory Bird Treaty Act (“MBTA”) govern our and our customers’ operations and additional restrictions may be imposed in the future, which constraints could have an adverse impact on our ability to expand some of our existing operations or limit our customers’ ability to develop new infrastructure on our land.

The ESA and comparable state laws restrict activities that may affect endangered or threatened species or their habitats. Similar protections are offered to migratory birds under the MBTA. To the degree that species listed under the ESA or similar state laws, or are protected under the MBTA, live in the areas where we and our customers operate, both our and our customers’ abilities to conduct or expand operations and construct facilities could be limited, or both we and our customers could be forced to incur additional material costs. Additionally, the United States Fish and Wildlife Service (“FWS”) may make determinations on the listing of unlisted species as endangered or threatened under the ESA. For example, in November 2022, the FWS designated two distinct population segments of the lesser prairie chicken under the ESA, which live in certain areas in southeastern New Mexico and western Texas; however, the U.S. Senate voted to rescind this decision, and the decision is currently subject to litigation. In May 2024, the FWS designated the dunes sagebrush lizard under the ESA, which also live in certain areas in southeastern New Mexico and western Texas. The designation of previously unidentified endangered or threatened species could indirectly cause us or our customers to incur additional costs, cause our or our customers’ operations to become subject to operating restrictions or bans and limit future development activity in affected areas, which developments could have a material adverse effect on our results of operations, cash flows and financial position.

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The results of operations of our customers, as well as producers on or around our land, may be materially impacted by efforts to transition to a lower-carbon economy.

Concerns over the risk of climate change have increased the focus by global, regional, national, state and local regulators on GHG emissions, including carbon dioxide emissions, and on transitioning to a lower-carbon future. A number of countries and states have adopted, or are considering the adoption of, regulatory frameworks to reduce GHG emissions. These regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards, prohibitions on the sales of new automobiles with internal combustion engines, and incentives or mandates for battery-powered automobiles and/or wind, solar or other forms of alternative energy. These include laws such as the IRA, which appropriates significant federal funding for renewable energy initiatives and amends the federal Clean Air Act to impose a first-time fee on the emission of methane from sources required to report their GHG emissions to the EPA, beginning in calendar year 2024 at $900 per ton of methane, increasing to $1,200 in 2025, and set at $1,500 for 2026 and each year after. Compliance with changes in laws, regulations and obligations relating to climate change could result in increased costs of compliance for our customers on or around our land or costs of consuming oil and natural gas for such products, and thereby reduce demand for the use of our land and resources, which could reduce our profitability. Changes in laws and regulations may also result in delays or increased costs associated with obtaining permits needed for oil and natural gas operations. Additionally, our customers on or around our land could incur reputational risk tied to changing customer or community perceptions of our customers or their customers contribution to, or detraction from, the transition to a lower-carbon economy. These changing perceptions could lower demand for oil and natural gas products, resulting in lower prices and lower revenues as consumers avoid carbon-intensive industries, and could also pressure banks and investment managers to shift investments and reduce lending.

Separately, banks and other financial institutions, including investors, may decide to adopt policies that restrict or prohibit investment in, or otherwise funding, us or our customers on or around our land based on climate change-related concerns, which could affect our and our customers on or around our land’s access to and cost of capital for potential growth projects. Additionally, insurers may decide to raise rates and/or cease insuring us or our customers on or around our land based on climate change-related concerns.

Approaches to climate change and transition to a lower-carbon economy, including government regulation, company policies, and consumer behavior, are continuously evolving. For example, the SEC has adopted a new rule regarding climate change, which it has stayed pending various legal challenges, that, if ultimately made effective, requires significant disclosure obligations and would require us to update and develop our controls to accommodate these new obligations. While we intend to pursue opportunities related to the transition to a lower-carbon economy, there can be no assurance that our efforts will be successful. At this time, we cannot predict how such approaches may develop or otherwise reasonably or reliably estimate their impact on us or our customers’ financial condition, results of operations and ability to compete. However, any long-term material adverse effect on the oil and natural gas industry may affect our results of operations, cash flows and financial position.

Climate variability may cause increased volatility in weather and may impact water usage and related revenue.

The issue of climate variability is receiving increasing attention nationally and worldwide. There is consensus among climate scientists that there will be worsening of weather volatility in the future associated with climate variability. Many climate variability predictions present several potential challenges to the energy industry, including brackish water sales and water services related to oil and natural gas production, such as:

• increased frequency and duration of droughts;

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• challenges associated with changes in temperature;

• potential degradation of water quality;

• decreases in available water supply and changes in water usage patterns;

• increased frequency and severity of storms and other weather events;

• increases in disruptions in service; or

• increased costs to reduce risks associated with the increasing frequency and severity of natural events, including to improve the resiliency and reliability of the infrastructure and systems necessary for customers’ water services.

Because of the uncertainty of weather volatility related to climate variability, we cannot predict its potential impact on our or our customers’ business, financial condition, results of operations, cash flows and liquidity. This, in turn, could lead to lower demand, rates and utilization for the use of our land and resources, and delays in payment of, or nonpayment of, amounts that are owed to us. Furthermore, laws and regulations have been enacted that seek to reduce or limit GHG emissions and require additional reporting and monitoring, and these regulations may become more pervasive or stringent in light of changing governmental agendas and priorities, although the exact nature and timing of these changes is uncertain. There can be no assurance that we or our customers would be able to recover any expenditures or costs associated with the impact of climate variability and related laws and regulations on a timely basis, or at all.

Increasing investor attention to environmental, social, and governance (“ESG”) matters may impact our or our customers’ business.

Companies across all industries are facing increasing scrutiny from stakeholders related to their ESG practices. Companies that do not adapt to or comply with investor or stakeholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected. Increasing attention to climate change, increasing societal expectations on companies to address climate change, and potential consumer use of substitutes to energy commodities may result in increased costs, reduced demand for our customers’ products and services, lower demand for the use of our land and resources, reduced profits, increased governmental investigations and private litigation against us.

Moreover, to an increasing extent, many institutional investors have announced plans to transition their portfolios to net-zero GHG emissions over the next two to three decades as part of a commitment to combat climate change. This has, and will likely continue to result in some (and perhaps a growing number of) institutions removing from their portfolios the shares of companies that do not meet their minimum investment standards. Further, banks and other capital providers are reassessing their capital allocation to our or our customers’ industries or making their participation conditional. This trend towards the divestment or limitation of future investment in companies involved in the development, production, transportation and utilization of fossil fuels may adversely affect the price of our shares and limit our access to the debt and equity markets for capital to fund our growth.

Moreover, while we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may be incorrect or may change with the passage of time. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to

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identifying, measuring and reporting on many ESG matters. Additionally, voluntary disclosures regarding ESG matters, as well as any ESG disclosures mandated by law, could result in private litigation or government investigations or enforcement action regarding the sufficiency or validity of such disclosures. In addition, failure or a perception (whether or not valid) of failure to implement ESG strategies or achieve ESG goals or commitments, including any GHG reduction or neutralization goals or commitments, could result in private litigation and damage our reputation, cause our investors or consumers to lose confidence in us, or otherwise negatively impact our operations.

In addition, organizations that provide proxy advisory services to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Currently, there are no universal standards for such scores or ratings, but the importance of sustainability evaluations is becoming more broadly accepted by investors and shareholders. Such ratings are used by some investors to inform their investment and voting decisions. Additionally, certain investors use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with companies to require improved ESG disclosure or performance. Unfavorable ESG ratings may lead to increased negative investor sentiment toward us or our customers and to the diversion of investment to other industries, which could have a negative impact on our share price and/or our access to and costs of capital.

Furthermore, public statements with respect to ESG matters, such as emissions reductions goals, other environmental targets, or other commitments addressing certain social issues, are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing” (i.e., misleading information or false claims overstating potential ESG benefits). For example, in March 2021, the SEC established the Climate and ESG Task Force in the Division of Enforcement to identity and address potential ESG-related misconduct, including greenwashing. Certain non-governmental organizations and other private actors have also filed lawsuits under various securities and consumer protection laws alleging that certain ESG-statements, goals, or standards were misleading, false, or otherwise deceptive. As a result, we may face increased litigation risks from private parties and governmental authorities related to our ESG efforts. In addition, any alleged claims of greenwashing against us or others in our industry may lead to further negative sentiment and diversion of investments. Additionally, we could face increasing costs as we attempt to comply with and navigate further regulatory ESG-related focus and scrutiny.

Our customers’ operations on our land may be exposed to significant delays, costs and liabilities as a result of environmental, health and safety requirements, and we may be subject to strict, as well as joint and several liability, for contamination resulting from such operations pursuant to such requirements, even if we do not have control over such operations. The occurrence of any such delays, costs and liabilities may materially and adversely affect our customers’ business, operations or financial condition, which could reduce the demand for the use of our land and its resources, as well as the royalties and other payments we receive therefrom, and thereby materially affect our results of operations, cash flows and financial position.

E&P activities, sand mining, produced water handling, and other operations on our land are subject to numerous environmental, health and safety requirements. Our customers may incur significant delays, costs and liabilities as a result of federal, state and local environmental, health and safety requirements applicable to their activities on our land. These laws and regulations may require our customers to obtain and maintain a variety of permits, approvals, certificates or other authorizations that govern air emissions, water discharges, waste disposal or other environmental impacts associated with drilling, production and transporting oil and natural gas or other operations; regulate the sourcing and disposal of water used in the drilling, fracturing and completion processes; limit or prohibit drilling activities in certain areas and on certain lands lying within wilderness, wetlands,

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frontier, seismically active areas and other protected areas; require remedial action to prevent or mitigate pollution from former operations such as plugging abandoned wells or closing earthen pits; and/or impose substantial liabilities for spills, pollution or failure to comply with regulatory filings. In addition, these laws and regulations may restrict the rate of oil or natural gas production. These laws and regulations are complex, change frequently and have tended to become increasingly stringent over time. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, imposition of cleanup and site restoration costs and liens, the suspension or revocation of necessary permits, licenses and authorizations, the requirement that additional pollution controls be installed, and, in some instances, the issuance of orders or injunctions limiting or requiring discontinuation of certain operations, in each case, which could materially and adversely affect our customers’ operations on our land. Additionally, any failure to comply could result in negative sentiment toward our customers’ business and others in the industry.

Moreover, under certain environmental laws that impose strict as well as joint and several liability, we may be required to remediate contaminated properties owned by us even if a customer’s operations caused the contamination. In addition, our customers may be liable for the remediation of contamination at currently or formerly operated facilities and facilities of third parties that received waste generated by our customers’ operations, regardless of whether such contamination resulted from the conduct of others or from consequences of actions that were in compliance with all applicable environmental laws at the time those actions were taken. In addition, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety impacts of the operations of our customers. While we seek to mitigate any potential liability we may have through indemnification, customary insurance policies and remediation activities, in each case, required under our contracts, as well as reliance on state funded programs (such as the TRRC’s Orphan Well Program) for coverage of plugging and abandonment liabilities if any of our customers declared bankruptcy or if our insurance policies did not fully cover such liabilities, we may not be fully protected. Additionally, although we generally have rights to inspect our property and the operations thereon, we may not become aware of all environmental, health and safety matters. Moreover, public interest in the protection of the environment has tended to increase over time. The trend of more expansive and stringent environmental legislation and regulations applied to extractive industries such as those our customers engage in could continue resulting in increased costs of doing business and consequently affecting profitability. To the extent laws are enacted or other governmental actions are taken that restrict drilling or impose more stringent and costly operating, waste handling, disposal and cleanup requirements, our customers’ operations could face increased costs and potential curtailment of operations, which consequently could indirectly materially and adversely affect our business, cash flows, prospects, financial condition or results of operations.

Risks Related to Our Financial Condition

We may be unable to generate sufficient cash to service all of our indebtedness and financial commitments and any future indebtedness could adversely affect our financial condition.

As of March 31, 2024, on an actual basis, we had $140.4 million of total debt outstanding, and on a pro forma basis, we had $400.4 million of total debt outstanding. Our ability to make scheduled payments on, or to refinance, our indebtedness and financial commitments depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions including financial, business and other factors beyond our control, and may vary significantly from year to year. As a result, the amount of debt that we can manage in some periods may not be appropriate for us in other periods and we may be unable to generate sufficient cash flow to permit us to pay the principal, premium, if any, and interest on our indebtedness. Any insufficiency may impact our business.

If our cash flows and capital resources are insufficient to fund debt and other obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek to raise additional capital or refinance or

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restructure our indebtedness. Our ability to restructure or refinance indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of indebtedness could be on unfavorable terms, including at higher interest rates, and may require us to comply with more restrictive covenants. The terms of our existing or future debt instruments may restrict us from adopting some of these alternatives. We cannot assure you that any refinancing or restructuring would be possible, that any assets, including land, could be sold or that, if sold, the timing of the sales and the amount of proceeds realized from those sales would be favorable to us or that additional financing could be obtained on favorable terms, if at all. In addition, any failure to service our debt, including paying interest or principal on a timely basis, would likely result in a reduction of our credit rating, if any, which could harm our ability to incur additional indebtedness. In addition, if we fail to comply with the covenants or other terms of any agreements governing our debt, our lenders will have the right to accelerate the maturity of that debt and foreclose upon the collateral, if any, securing that debt.

Our indebtedness could have important consequences to you and significant effects on our business, including^:

• increasing our vulnerability to adverse changes in general economic, industry and competitive conditions and limiting our ability to address such changes;

• requiring us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund general company and other purposes, including dividend payments;

• restricting us from exploiting business opportunities and making strategic land acquisitions;

• making it more difficult to satisfy our financial obligations, including payments on our indebtedness, and contractual and commercial commitments;

• disadvantaging us when compared to our competitors that have less debt;

• complying with covenants contained in the documents governing such indebtedness may require us to meet or maintain certain financial tests, which may affect our flexibility in planning for, and reacting to, changes in our industry, such as being able to take advantage of acquisition opportunities when they arise; and

• increasing our borrowing costs or otherwise limiting our ability to borrow additional funds for the execution of our business strategy.

Finally, the agreements governing our outstanding indebtedness limit our ability to incur additional debt, but such agreements do not prohibit us from doing so. As a result, we could incur more indebtedness in the future, which would exacerbate the foregoing risks.

We are subject to interest rate risk, which may cause our debt service obligations to increase significantly.

Borrowings under our credit facility bear interest at variable rates and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even if the amount borrowed remained the same, and we would be required to devote more of our cash flow to servicing our indebtedness.

In March 2022, the Federal Reserve began, and continued through 2023, to raise interest rates in an effort to curb inflation. Although the Federal Reserve has indicated that it may reduce benchmark interest rates in 2024, to the extent such rates remain elevated, we may continue to experience further financing cost increases if interest rates on borrowings, credit facilities and debt offerings increase, as compared to previous levels. Changes in interest rates, either positive or negative, may also affect the

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yield requirements of investors who invest in our Class A shares, and the elevated interest rate environment could have an adverse impact on the price of our Class A shares, or our ability to issue equity or incur debt for acquisitions or other purposes.

Changes to applicable tax laws and regulations, exposure to additional income tax liabilities, changes in our effective tax rates or an assessment of taxes resulting from an examination of our income or other tax returns could adversely affect our results of operations, cash flows and financial position, including our ability to repay our debt.

We are subject to various complex and evolving U.S. federal, state and local taxes. U.S. federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect, and may have an adverse effect on our results of operations, cash flows and financial position, including our ability to repay our debt. Several tax proposals have been set forth that would, if enacted into law, make significant changes to U.S. tax laws. Such proposals include an increase in the U.S. income tax rates applicable to individuals and corporations and the elimination of tax subsidies for fossil fuels. Congress may consider, and could include, some or all of these proposals in connection with tax reform that may be undertaken. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could adversely affect our results of operations, cash flows and financial position.

Changes in our effective tax rates or tax liabilities could also adversely affect our results of operations, cash flows and financial position. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

• changes in the valuation of our deferred tax assets and liabilities;

• expected timing and amount of the release of any tax valuation allowances;

• expansion into future activities in new jurisdictions;

• the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities; and

• tax effects of share-based compensation.

In addition, an adverse outcome arising from an examination of our income or other tax returns could result in higher tax exposure, penalties, interest or other liabilities that could have an adverse effect on our results of operations, cash flows and financial position.

We are subject to counter-party credit risk. Nonpayment or nonperformance by our customers could have an adverse effect on our results of operations, cash flows and financial position.

We are subject to the risk of loss resulting from nonpayment or nonperformance by our customers of their respective obligations. Although we maintain policies and procedures to limit such risks, our credit procedures and policies may not be adequate to fully eliminate customer credit risk. If we fail to adequately assess the creditworthiness of existing or future customers or unanticipated deterioration in their creditworthiness, any resulting increase in nonpayment or nonperformance by them of their respective obligations and our inability to collect on outstanding payables or find substitute customers could have an adverse effect on our results of operations, cash flows and financial position. A decline in oil and natural gas prices could negatively impact the financial condition of our customers and sustained lower prices could impact their ability to meet their obligations to us. Further, our contract counter-parties may not perform or adhere to our existing or future contractual arrangements. To the extent one or more of our contract counter-parties is in financial distress or

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commences bankruptcy proceedings, contracts with these counter-parties may be subject to renegotiation or rejection under applicable provisions of the Bankruptcy Code. Any material nonpayment or nonperformance by our contract counter-parties due to inability or unwillingness to perform or adhere to contractual arrangements could adversely affect our results of operations, cash flows and financial position.

If we fail to comply with the restrictions and covenants in our credit facility or our future debt agreements, there could be an event of default under the terms of such agreements, which could result in an acceleration of payment.

A breach of compliance with any restriction or covenant in our credit facility or any of our future debt agreements could result in a default under the terms of the applicable agreement, and our ability to comply with such restrictions and covenants may be affected by events beyond our control. As a result, we cannot assure you that we will be able to comply with these restrictions and covenants. A default could result in acceleration of the indebtedness and a declaration of all amounts borrowed due and payable, which could have an adverse effect on us and negatively impact our ability to borrow. If an acceleration occurs, we may be unable to make all of the required payments and may be unable to find alternative financing. Even if alternative financing were available at that time, it may not be on terms that are favorable or acceptable to us. Additionally, we may not be able to amend our credit agreement or such future agreements governing our indebtedness or obtain necessary waivers on satisfactory terms.

Our obligations under our credit facility are secured by a first priority security interest in substantially all of our assets and various guarantees.

The amounts borrowed pursuant to the terms of our credit agreement are secured by substantially all of our and our subsidiaries’ present and after-acquired assets. Additionally, our obligations under our credit facility are jointly and severally guaranteed by us and our material subsidiaries.

As a result of the above, in the event of the occurrence of a default under our credit facility, the administrative agent may enforce its security interests (for the ratable benefit of the lenders under our credit facility and the other secured parties) over our and/or our subsidiaries’ assets that secure the obligations under our credit facility, take control of our assets and business, force us to seek bankruptcy protection, or force us to curtail or abandon our current business plans. If that were to happen, you may lose all, or a part of, your investment in our Class A shares.

We do not currently have in place hedging agreements with respect to oil and natural gas production from our acreage, and we will be exposed to the impact of decreases in the price of oil and natural gas.

We do not currently have in place hedging arrangements to establish, in advance, a price for the sale of the oil and natural gas produced from our acreage. As a result, although we may realize the benefit of any short-term increase in the price of oil and natural gas, we will not be protected against decreases in the price or prolonged periods of low oil and natural prices, which, in combination with all of our acreage being located solely in the Permian Basin, could materially and adversely affect our results of operations, cash flows and financial position. Any future price hedging strategy and future hedging transactions will be determined at our discretion. If we enter into hedging arrangements in the future, it may limit our ability to realize the benefit of rising prices and may result in hedging losses.

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Risks Related to this Offering and Our Class A Shares

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act, will strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we will need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act, related regulations of the SEC and the NYSE rules, with which we are not required to comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management and will significantly increase our costs and expenses. We will need to:

• institute a more comprehensive compliance function;

• comply with rules promulgated by the NYSE;

• prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;

• accurately implement and interpret GAAP;

• establish new internal policies, such as those relating to insider trading; and

• involve and retain to a greater degree outside counsel and accountants in the above activities.

Upon becoming a reporting issuer, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal controls over financial reporting. Although we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal controls over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Additionally, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our first annual report subsequent to our ceasing to be an “emerging growth company” or a “smaller reporting company” under the applicable federal securities laws. Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until as late as our annual report for the fiscal year ending December 31, 2029, if we are no longer a “smaller reporting company.” Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed. Compliance with these requirements will strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

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If we experience any material weaknesses in the future or otherwise fail to develop or maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A shares.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. As a result of being a public company, we will be required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning in the year following our first annual report required to be filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. We will take steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for our internal control over financial reporting. If we identify one or more material weaknesses in our internal control over financial reporting during the evaluation and testing process, we may be unable to conclude that our internal controls are effective.

Additionally, when we cease to be an “emerging growth company” or a “smaller reporting company” under the federal securities laws, our independent registered public accounting firm may be required to express an opinion on the effectiveness of our internal controls. If we are unable to confirm that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A shares to decline.

Investors in this offering will experience immediate and substantial dilution of $     per Class A share.

The initial public offering price of $     per Class A share (the mid-point of the price range set forth on the cover page of this prospectus) exceeds our pro forma net tangible book value of $     per Class A share. Based on the assumed initial public offering price of $     per Class A share, shareholders will incur an immediate and substantial dilution of $     per Class A share in the as adjusted net tangible book value per share. This dilution results primarily because our assets are recorded at their historical cost in accordance with GAAP, and not their fair value. Please see “Dilution.”

Our ability to pay dividends to our shareholders may be limited by our holding company structure, contractual restrictions and regulatory requirements.

After this offering, we will be a holding company and will have no material assets other than our equity interest in OpCo, and we will not have any independent means of generating revenue. To the extent OpCo has available cash we intend to cause OpCo to make (i) generally pro rata distributions to all OpCo Unitholders, including us, in an amount at least sufficient to allow us to pay taxes, (ii) at the election of certain OpCo Unitholders, additional distributions in an amount generally intended to allow such OpCo Unitholders to satisfy their respective income tax liabilities with respect to their allocable share of the income of OpCo (based on certain assumptions and conventions), which additional distributions may be made on a pro rata basis to all OpCo Unitholders (including us) or a non-pro rata basis to OpCo Unitholders (other than us) in redemption of OpCo Units from such holders and (iii) non-pro rata distributions to us in an amount sufficient to cover our public company and other overhead expenses. In addition, as the sole managing member of OpCo, we intend to cause OpCo to make pro rata distributions to all of its unitholders, including to us, in an amount sufficient to allow us to fund

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dividends to our shareholders in accordance with our dividend policy, to the extent our board of directors declares such dividends. OpCo is a distinct legal entity and may be subject to legal or contractual restrictions that, under certain circumstances, may limit our ability to obtain cash from it. If OpCo is unable to make distributions, we may not receive adequate distributions, which could materially and adversely affect our results of operations, cash flows, financial position and ability to fund any dividends.

Although we intend to pay dividends on our Class A shares, we are not obligated to do so. We have not adopted a formal written dividend policy nor have we adopted a dividend policy to pay a fixed amount of cash each quarter in respect of each Class A share or to pay an amount based on the achievement of, or derivable based on, any specific financial metrics such as Free Cash Flow. Dividend payments are not guaranteed and are within the absolute discretion of our board of directors. Our board of directors will take into account general economic and business conditions, our financial condition and results of operations, our cash flows from operations and current and anticipated cash needs, our capital requirements, legal, tax, regulatory and contractual restrictions, and implications of such other factors as our board of directors may deem relevant in determining whether, and in what amounts, to pay such dividends. In addition, our debt agreements may limit the amount of distributions that OpCo’s subsidiaries can make to OpCo and OpCo can make to us and the purposes for which distributions could be made. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt Instruments” for further discussion of our debt agreements. Accordingly, we may not be able to pay dividends even if our board of directors would otherwise deem it appropriate. Please see “Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Description of Shares.”

If we do not pay regular cash dividends on our Class A shares following this offering, you may not receive a return on investment unless you sell your Class A shares for a price greater than that which you paid for them.

Any decision to declare and pay cash dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, general and economic conditions, our results of operations and financial condition, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, and such other factors that our board of directors may deem relevant. In addition, our ability to pay cash dividends is, and may be, limited by covenants of any current or future outstanding indebtedness we or our subsidiaries incur. Any return on investment in our Class A shares may be solely dependent upon the appreciation of the price of our Class A shares on the open market, which may not occur.

For more information about these restrictions, see “Dividend Policy.” There can be no assurance that we will pay dividends in the future or continue to pay any dividends if we do commence paying dividends. Investors in this offering should make any investment in our Class A shares without reliance on payment of any future dividend.

LandBridge Holdings has the ability to direct the voting of a majority of our common shares and control certain decisions with respect to our management and business, including certain consent rights and the right to designate more than a majority of the members of our board as long as it and its affiliates beneficially own at least 40% of our outstanding common shares, as well as lesser director designation rights as long as it and its affiliates beneficially own less than 40% but at least 10% of our outstanding common shares. LandBridge Holdings’ interests may conflict with those of our other shareholders.

Upon completion of this offering, LandBridge Holdings will initially own an aggregate of approximately      Class B shares representing   % of our voting power (or approximately

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  % if the underwriters’ option to purchase additional Class A shares is exercised in full). LandBridge Holdings may purchase Class A shares in this offering, which would increase its voting power. LandBridge Holdings’ initial beneficial ownership of greater than 50% of our common shares means LandBridge Holdings will be able to control matters requiring shareholder approval, including the election of directors, changes to our organizational documents, approval of acquisition offers and other significant corporate transactions. This concentration of ownership makes it unlikely that any other holder or group of holders of our Class A shares will be able to affect the way we are managed or the direction of our business. The interests of LandBridge Holdings with respect to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, may conflict with the interests of our other shareholders.

Furthermore, prior to the completion of this offering, we expect to enter into a Shareholder’s Agreement (as defined herein) with LandBridge Holdings, providing that for so long as LandBridge Holdings and certain affiliates beneficially own at least 40% of our outstanding common shares, LandBridge Holdings shall be entitled to designate a number of directors equal to a majority of the board of directors, plus one director; and for so long as LandBridge Holdings and such affiliates beneficially own at least 30%, 20% and 10% of our outstanding common shares, LandBridge Holdings shall be entitled to designate at least three directors, two directors and one director, respectively. So long as LandBridge Holdings is entitled to designate one or more directors and notifies the board of directors of its desire to remove, with or without cause, any director previously designated by it to the board, we are required to take all necessary action to cause such removal. So long as LandBridge Holdings has the right to designate at least one director to our board of directors, it will also have the right to appoint a number of board observers, who will be entitled to attend all meetings of the board in a non-voting, observer capacity, equal to the number of directors LandBridge Holdings is entitled to appoint.

In addition, under our Operating Agreement, for so long as LandBridge Holdings and certain affiliates beneficially own at least 40% of our outstanding common shares, we have agreed not to take, and will take all necessary action to cause our subsidiaries not to take, the following direct or indirect actions (or enter into an agreement to take such actions) without the prior consent of LandBridge Holdings:

• increasing or decreasing the size of our board of directors, committees of our board of directors or boards and committees of our subsidiaries;

• terminating our chief executive officer or removing the Chairman of our board of directors and/or hiring or appointing either of their successors;

• agreeing to or entering into any transaction that would result in a change of control of the Company or enter into definitive agreements with respect to a change of control transaction;

• incurring debt for borrowed money (or liens securing such debt) in an amount that would result in outstanding debt that exceeds our Adjusted EBITDA for the four quarter period immediately prior to the proposed date of the incurrence of such debt by    to 1.00;

• authorizing, creating (by way of reclassification, merger, consolidation or otherwise) or issuing any equity securities of any kind (other than pursuant to any equity compensation plan approved by our board of directors or a committee of our board of directors or intra-company issuances among the Company and our subsidiaries);

• making any voluntary election to liquidate or dissolve or commence bankruptcy or insolvency proceedings or the adoption of a plan with respect to any of the foregoing or any determination not to oppose such an action or proceeding commenced by a third party; and

• selling, transferring or disposing of assets outside the ordinary course of business in a transaction or series of transactions with a fair market value in excess of   % of our

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Consolidated Net Tangible Assets (as defined in the Operating Agreement) determined as of the end of the most recently completed fiscal quarter or year, as applicable, immediately prior to the proposed date of the consummation of such transaction or such series of transactions.

Additionally, for so long as LandBridge Holdings and certain affiliates beneficially own at least 10% of our outstanding common shares, we and our subsidiaries may not, without the approval of LandBridge Holdings, make any amendment, modification or waiver of our Operating Agreement or any other of our governing documents that materially and adversely affects LandBridge Holdings.

See “Certain Relationships and Related Transactions—Shareholder’s Agreement.” The existence of LandBridge Holdings as a significant shareholder may have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of our other shareholders to approve transactions that they may deem to be in the best interests of our company. Moreover, LandBridge Holdings’ concentration of share ownership may adversely affect the trading price of our Class A shares to the extent investors perceive a disadvantage in owning shares of a company with a significant shareholder.

In addition, LandBridge Holdings may have different tax positions from us that could influence its decisions regarding whether and when to support the disposition of assets and the incurrence or refinancing of new or existing indebtedness. In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to our tax reporting positions may take into consideration LandBridge Holdings’ tax or other considerations, which may differ from the considerations of our other shareholders.

LandBridge Holdings, Five Point and WaterBridge, as well as their affiliates, are not limited in their ability to compete with us, and may benefit from opportunities that might otherwise be available to us.

Our Operating Agreement will provide that our officers and directors and their respective affiliates and LandBridge Holdings, Five Point and WaterBridge, as well as their officers, directors and affiliates (each an “Unrestricted Party”), are not restricted from owning assets or prohibited from engaging in other businesses or activities, including those that might be in direct competition with us, and that we renounce any interest or expectancy in any business opportunity that may from time to time be presented to them that would otherwise be subject to a corporate opportunity or other analogous doctrine under the DGCL. In addition, the Unrestricted Parties may compete with us for investment opportunities and may own an interest in entities that compete with us. In particular, our Operating Agreement, subject to the limitations of applicable law, will provide, among other things, that (i) the Unrestricted Parties may conduct business that competes with us and may make investments in any kind of property in which we may make investments, and (ii) if any of the Unrestricted Parties acquire knowledge of a potential business opportunity, transaction or other matter, they have no duty, to the fullest extent permitted by law, to communicate such offer to us, our shareholders or our affiliates.

We may refer any conflicts of interest or potential conflicts of interest involving any of the Unrestricted Parties to a conflicts committee, which must consist entirely of independent directors, for resolution. Additionally, we anticipate that our board of directors will adopt a written related party transactions policy relating to the approval of related party transactions, pursuant to which any such transactions, including transactions with the Unrestricted Parties, will be reviewed and approved or ratified by our Audit Committee or such conflicts committee or pursuant to the procedures outlined in any such policy.

LandBridge Holdings may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they

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have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. Furthermore, such businesses may choose to compete with us for these opportunities, possibly causing these opportunities to not be available to us or causing them to be more expensive for us to pursue. Furthermore, LandBridge Holdings, Five Point and WaterBridge, are not required to utilize facilities located on our land in connection with any business opportunities, whether currently

existing or arising in the future, and may pursue development opportunities with competing landowners, or pursue an alternative land position without informing us of such opportunity or offering such opportunity to us. This renouncing of our interest and expectancy in any business opportunity may create actual and potential conflicts of interest between us and LandBridge Holdings, Five Point and WaterBridge, and result in less than favorable treatment of us and our shareholders if attractive business opportunities are pursued by LandBridge Holdings, Five Point and WaterBridge, for its own benefit rather than for ours.

Certain of our directors and officers may have significant duties with, and spend significant time serving, other entities, including entities that may compete with us in seeking acquisitions and business opportunities, and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.

Certain of our directors and officers, who are responsible for managing our business may hold positions of responsibility with other entities, including those that are in the energy industry. The existing and potential positions held by these directors and officers may give rise to fiduciary or other duties that are in conflict with the duties they owe to us and may also otherwise require attention and time that could otherwise be devoted to our business. These directors and officers may become aware of business opportunities that may be appropriate for presentation to us as well as to the other entities with which they are or may become affiliated. Due to these existing and potential future affiliations, such directors and officers may present potential business opportunities to other entities prior to presenting them to us, which could cause additional conflicts of interest. They may also decide that certain opportunities are more appropriate for other entities with which they are affiliated, and, as a result, they may elect not to present those opportunities to us. These conflicts may not be resolved in our or your best interests.

A significant reduction by LandBridge Holdings of its ownership interests in us could adversely affect us.

We believe that LandBridge Holdings’ ownership interest in us provides it with an economic incentive to assist us to be successful. Upon the expiration of the lock-up restrictions on transfers or sales of our securities following the completion of this offering, LandBridge Holdings will not be subject to any obligation to maintain its ownership interest in us and may elect at any time thereafter to sell all or a substantial portion of or otherwise reduce its ownership interest in us. If LandBridge Holdings sells all or a substantial portion of its ownership interests in us, it may have less incentive to assist in our success and its affiliate(s) that are expected to serve as members of our board of directors may resign. Such actions could adversely affect our ability to successfully implement our business strategies, which could adversely affect our results of operations, cash flows and financial position.

The U.S. federal income tax treatment of dividends on our Class A shares to a holder will depend upon our tax attributes and the holder’s tax basis in our common shares, which are not necessarily predictable and can change over time, and could cause taxable gain or loss on the sale of our Class A shares to be more or less than expected.

Amounts we distribute to our shareholders with respect to our Class A shares, which we refer to as “dividends,” will constitute “dividends” for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax

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principles. To the extent such distribution amounts exceed our current and accumulated earnings and profits, such distributed amount will be treated as a non-taxable return of capital to the extent of a holder’s tax basis in our Class A shares and thereafter as capital gain from the sale or exchange of such shares.

If a holder sells its Class A shares, the holder will recognize a gain or loss equal to the difference between the amount realized and the holder’s tax basis in such Class A shares. To the extent that the amount of our dividends is treated as a non-taxable return of capital as described above, such dividends will reduce a holder’s tax basis in the Class A shares. Consequently, such excess dividends will result in a corresponding increase in the amount of gain, or a corresponding decrease in the amount of loss, recognized by the holder upon the sale of the Class A shares or subsequent dividends with respect to such shares. Please read “Material U.S. Federal Income Tax Considerations for Non-U.S. Holders—Gain on Disposition of Class A Shares” for a further discussion of the foregoing. Additionally, with regard to U.S. corporate holders of our Class A shares, to the extent that a dividend on our Class A shares exceeds both our current and accumulated earnings and profits and such holder’s tax basis in such shares, such holders would be unable to utilize the corporate dividends-received deduction (to the extent it would otherwise be applicable to such holder) with respect to the gain resulting from such excess dividend.

Prospective investors in our Class A shares are encouraged to consult their tax advisors regarding the tax consequences of receiving dividends on our Class A shares that are not treated as dividends for U.S. federal income tax purposes.

The Internal Revenue Service (“IRS”) Forms 1099-DIV that our shareholders receive from their brokers may over-report dividend income with respect to our Class A shares for U.S. federal income tax purposes, and failure to report dividend income in a manner consistent with the IRS Forms 1099-DIV may cause the IRS to assert audit adjustments to a shareholder’s U.S. federal income tax return. For non-U.S. holders of our Class A shares, brokers or other withholding agents may overwithhold taxes from dividends paid, in which case a shareholder generally would have to timely file a U.S. tax return or an appropriate claim for refund in order to claim a refund of the overwithheld taxes.

Dividends we pay with respect to our Class A shares will constitute “dividends” for U.S. federal income tax purposes only to the extent of our current and accumulated earnings and profits. Dividends we pay in excess of our earnings and profits will not be treated as “dividends” for U.S. federal income tax purposes; instead, they will be treated first as a tax-free return of capital to the extent of a shareholder’s tax basis in their Class A shares and then as capital gain realized on the sale or exchange of such shares. We may be unable to timely determine the portion of our dividends that is a “dividend” for U.S. federal income tax purposes.

For a U.S. holder of our Class A shares, the IRS Forms 1099-DIV may not be consistent with our determination of the amount that constitutes a “dividend” for U.S. federal income tax purposes or a shareholder may receive a corrected IRS Form 1099-DIV (and may therefore need to file an amended federal, state or local income tax return). We will attempt to timely notify our shareholders of available information to assist with income tax reporting (such as posting the correct information on our website). However, the information that we provide to our shareholders may be inconsistent with the amounts reported by a broker on IRS Form 1099-DIV, and the IRS may disagree with any such information and may make audit adjustments to a shareholder’s tax return.

For a non-U.S. holder of our Class A shares, “dividends” for U.S. federal income tax purposes will be subject to withholding of U.S. federal income tax at a 30% rate unless an applicable income tax treaty provides for a lower rate or the dividends are effectively connected with conduct of a U.S. trade

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or business. Please read “Material U.S. Federal Income Tax Considerations for Non-U.S. Holders—Dividends.” In the event that we are unable to timely determine the portion of our dividends that is a “dividend” for U.S. federal income tax purposes, or a shareholder’s broker or withholding agent chooses to withhold taxes from dividends in a manner inconsistent with our determination of the amount that constitutes a “dividend” for such purposes, a shareholder’s broker or other withholding agent may overwithhold taxes from dividends paid. In such a case, a shareholder generally would have to timely file a U.S. tax return or an appropriate claim for refund in order to obtain a refund of the overwithheld tax.

The underwriters of this offering may waive or release parties to the lock-up agreements entered into in connection with this offering, which could adversely affect the price of our Class A shares.

We, all of our directors, all of our executive officers and LandBridge Holdings will enter into lock-up agreements pursuant to which we and they will be subject to certain restrictions with respect to the sale or other disposition of our Class A shares or securities convertible into or exercisable or exchangeable for Class A shares, including OpCo Units and Class B shares, for a period of 180 days following the date of this prospectus. Please see “Underwriting” for more information on these agreements. If the restrictions under the lock-up agreements are waived, then the Class A shares, subject to compliance with the Securities Act or exceptions therefrom, will be available for sale into the public markets, which could cause the market price of our Class A shares to decline and impair our ability to raise capital.

For as long as we are an emerging growth company and/or a smaller reporting company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for “emerging growth companies,” including certain requirements relating to auditing standards and compensation disclosure. We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; (iii) provide certain disclosures regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive compensation. We currently intend to take advantage of the exemptions described above. We have also elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result, our financial statements may not be comparable to companies that comply with public company effective dates, and our shareholders and potential investors may have difficulty in analyzing our operating results if comparing us to such companies. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.235 billion of revenues in a fiscal year, have more than $700.0 million in market value of our Class A shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

Additionally, we qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K under the Securities Act. Smaller reporting companies may take advantage of certain reduced

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disclosure obligations, including, among other things, providing only two years of audited financial statements in their periodic reports. We will remain a smaller reporting company until the last day of the fiscal year in which: (i) the market value of our common shares held by non-affiliates is $250 million or more as of the end of that fiscal year’s second fiscal quarter; or (ii) our annual revenues are $100 million or more during such completed fiscal year and the market value of our common shares held by non-affiliates is $700 million or more as of the end of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

To the extent that we rely on any of the exemptions available to emerging growth companies and/or smaller reporting companies, you will receive less information about our financial position, executive compensation and internal control over financial reporting than issuers that are not emerging growth companies or smaller reporting companies. Additionally, we intend to take advantage of the extended transition periods for the adoption of new or revised financial accounting standards under the JOBS Act until we are no longer an emerging growth company. Our election to use the transition periods permitted by this election may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the extended transition periods permitted under the JOBS Act and who will comply with new or revised financial accounting standards.

If some investors find our Class A shares to be less attractive as a result, there may be a less active trading market for our Class A shares and our Class A share price may be more volatile.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our Class A shares or if our operating results do not meet their expectations, our share price could decline.

The trading market for our Class A shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrades our Class A shares or if our operating results do not meet their expectations, our Class A share price could decline.

The initial public offering price of our Class A shares may not be indicative of the market price of our Class A shares after this offering. In addition, an active, liquid and orderly trading market for our Class A shares may not develop or be maintained, and our Class A share price may be volatile.

Prior to this offering, our Class A shares were not traded on any market. After this offering, there will be only      publicly-traded Class A shares. We do not know the extent to which investor interest will lead to the development of a trading market or how liquid that market might be. Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. The market price of our Class A shares could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our Class A shares, you could lose a substantial part or all of your investment in our Class A shares. The initial public offering price for our Class A shares will be negotiated between us and the representatives of the underwriters, based on numerous factors which we discuss in “Underwriting,” and may not be indicative of the market price of our Class A shares after this offering. The market price of our Class A shares may decline below the initial public offering price. Consequently, you may not be able to sell our Class A shares at prices equal to or greater than the price paid by you in this offering.

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The following factors could affect our Class A share price:

• quarterly or annual variations in our financial and operating results, or those of other companies in our industry;

• the public reaction to our press releases, our other public announcements and our filings with the SEC;

• strategic actions by us or our competitors, including announcements of significant contracts or acquisitions, such as the Acquisitions;

• changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts;

• speculation in the press or investment community;

• the failure of research analysts to cover our Class A shares;

• sales of our Class A shares by us or other shareholders, or the perception that such sales may occur;

• changes in accounting principles, policies, guidance, interpretations or standards;

• additions or departures of key management personnel;

• actions by our shareholders;

• general market conditions, including fluctuations in oil and natural gas prices;

• domestic and international economic, legal and regulatory factors unrelated to our performance; and

• the realization of any risks described under this “Risk Factors” section.

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Class A shares. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our results of operations, cash flows and financial position.

The market price of our Class A shares could be adversely affected by sales of substantial amounts of our Class A shares in the public or private markets or the perception in the public markets that these sales may occur, including sales by LandBridge Holdings after the exercise of the Redemption Right.

After this offering, we will have      Class A shares and      Class B shares outstanding, assuming no exercise of the underwriters’ option to purchase additional Class A shares. The Class A shares sold in this offering will be freely tradable without restriction under the Securities Act, except for any Class A shares that may be held or acquired by our directors, officers or affiliates, which constitute “control securities” under the Securities Act. Any Class A shares purchased by LandBridge Holdings in this offering or that LandBridge Holdings acquires through the exercise of the Redemption Right will be subject to resale restrictions under a 180 day lock-up agreement with the underwriters. Each of the lock-up agreements with the underwriters may be waived in the discretion of certain of the underwriters. Sales by LandBridge Holdings after the exercise of the Redemption Right, which may only be exercised on a Quarterly Redemption Date, or sales by other large holders of our Class A shares in the public markets following this offering, or the perception that such sales might

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occur, could have a material adverse effect on the price of our Class A shares or could impair our ability to obtain capital through an offering of equity securities. In addition, we have agreed to provide registration rights to LandBridge Holdings. Alternatively, we may be required to undertake a future public or private offering of Class A shares and use the net proceeds from such offering to purchase an equal number of OpCo Units, with the cancellation of a corresponding number of Class B Shares, from LandBridge Holdings. Please read “Shares Eligible for Future Sale.”

We may sell additional Class A shares in subsequent offerings. Sales of substantial amounts of our Class A shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A shares.

We cannot predict the size of future issuances of our Class A shares or securities convertible into Class A shares or the effect, if any, that future issuances and sales of our Class A shares will have on the market price of our Class A shares. Sales of substantial amounts of our Class A shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A shares.

We expect to be a “controlled company” within the meaning of the NYSE rules and, as a result, will qualify for and intend to rely on exemptions from certain corporate governance requirements.

Upon completion of this offering, LandBridge Holdings will hold a majority of the voting power of our common shares. As a result, we expect to be a controlled company within the meaning of the NYSE rules. Under the NYSE rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a controlled company and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:

• a majority of the board of directors consist of independent directors as defined under the rules of the NYSE;

• the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

These requirements will not apply to us as long as we remain a controlled company. A controlled company does not need its board of directors to have a majority of independent directors or to form independent compensation and nominating and governance committees. Following this offering, we intend to utilize some or all of these exemptions. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the rules of the NYSE. Please see “Management” for additional information.

Our Operating Agreement, as well as Delaware law, will contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A shares and could deprive our investors of the opportunity to receive a premium for their shares.

Our Operating Agreement will authorize our board of directors to issue preferred shares without shareholder approval in one or more series, designate the number of shares constituting any series, and fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption prices and liquidation preferences of such series. If our board of directors elects to issue preferred shares, it could be more difficult for a third party to acquire us.

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In addition, certain provisions of our Operating Agreement could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our shareholders. Among other things, upon completion of this offering, such provisions of our Operating Agreement include:

• providing that after LandBridge Holdings and certain of its affiliates no longer beneficially own or control the voting of more than 40% of our outstanding common shares (the “Trigger Event”), our board of directors will be divided into three classes that are as nearly equal in number as is reasonably possible and each director will be assigned to one of three classes, with each class of directors elected for a three-year term to succeed the directors of the same class whose terms are then expiring; provided that LandBridge Holdings shall have the right to designate the initial class assigned to each director immediately following the occurrence of the Trigger Event;

• prohibiting cumulative voting in the election of directors;

• providing that after the Trigger Event, the affirmative vote of the holders of not less than 66 2/3% in voting power of all then-outstanding common shares entitled to vote generally in the election of our board of directors, voting together as a single class, will be required to remove any director from office, and such removal may only be for “cause”;

• providing that after the Trigger Event, all vacancies, including newly created directorships, may, except as otherwise required by the terms of the Shareholder’s Agreement, law or, if applicable, the rights of holders of a series of preferred shares, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director;

• providing that after the Trigger Event, shareholders will not be permitted to call special meetings of shareholders;

• providing that after the Trigger Event, our shareholders may not act by written consent and may only act at a duly called annual or special meeting;

• establish advance notice procedures with respect to shareholder proposals and nominations of persons for election to our board of directors, other than nominations made by or at the direction of our board of directors or any committee thereof; and

• providing that a majority of our board of directors is expressly authorized to adopt, or to alter or repeal our Operating Agreement.

Pursuant to our Operating Agreement, for so long as LandBridge Holdings beneficially owns at least 40% of our outstanding common shares, we have agreed not to take, and will take all necessary action to cause our subsidiaries not to take, certain direct or indirect actions (or enter into an agreement to take such actions) without the prior consent of LandBridge Holdings. For more information, see “Our Operating Agreement—Consent Rights.”

Our Operating Agreement will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our Operating Agreement will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) will, to the fullest extent permitted by applicable law, be

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the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our shareholders, (iii) any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) or our Operating Agreement or (iv) any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine. Our Operating Agreement will also provide that, to the fullest extent permitted by applicable law, the federal district courts of the United States will be the sole and exclusive forum for resolving any complaint asserting a cause of action under the Securities Act. This provision would not apply to claims brought to enforce a duty or liability created by the Exchange Act, the Securities Act or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in our common shares will be deemed to have notice of, and consented to, the provisions of our Operating Agreement described in the preceding sentence. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our Operating Agreement inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our results of operations, cash flows and financial position.

There are certain provisions in our Operating Agreement regarding fiduciary duties of our directors, exculpation and indemnification of our officers and directors and the approval of conflicted transactions that differ from the DGCL in a manner that may be less protective of the interests of our public shareholders and restricts the remedies available to shareholders for actions taken by our officers and directors that might otherwise constitute breaches of fiduciary duties.

Our Operating Agreement contains certain provisions regarding exculpation and indemnification of our officers and directors and the approval of conflicted transactions that differ from the DGCL in a manner that may be less protective of the interests of our public shareholders. For example, our Operating Agreement provides that to the fullest extent permitted by applicable law our directors or officers will not be liable to us. In contrast, under the DGCL, a director or officer would be liable to us for (i) breach of duty of loyalty to us or our shareholders, (ii) intentional misconduct or knowing violations of the law that are not done in good faith, (iii) improper redemption of shares or declaration of dividends or (iv) a transaction from which the director derived an improper personal benefit.

Pursuant to our Operating Agreement and indemnification agreements, we must indemnify our directors and officers for acts or omissions to the fullest extent permitted by law. In contrast, under the DGCL, a corporation can only indemnify directors and officers for acts and omissions if the director or officer acted in good faith, in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation, and, in a criminal action, if the officer or director had no reasonable cause to believe his or her conduct was unlawful.

Additionally, our Operating Agreement provides that in the event a potential conflict of interest exists or arises between any of our directors, officers, equity owners or their respective affiliates, including LandBridge Holdings, on the one hand, and us, any of our subsidiaries or any of our public shareholders, on the other hand, a resolution or course of action by our board of directors shall be deemed approved by all of our shareholders, and shall not constitute a breach of the fiduciary duties of members of our board of directors to us or our shareholders, if such resolution or course of action (i) is approved by a conflicts committee, which is composed entirely of independent directors, (ii) is approved by shareholders holding a majority of our common shares that are disinterested parties, (iii) is determined by our board of directors to be on terms that, when taken together in their entirety, are no less favorable than those generally provided to or available from unrelated third parties or (iv) is

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determined by our board of directors to be fair and reasonable to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us). In contrast, under the DGCL, a corporation is not permitted to exempt board members from claims of breach of fiduciary duty under such circumstances.

Accordingly, our Operating Agreement may be less protective of the interests of our public shareholders, when compared to the DGCL, insofar as it relates to the exculpation and indemnification of our officers and directors.

We are a holding company. Our sole material asset after completion of this offering will be our equity interest in OpCo, and accordingly, we will be dependent upon distributions from OpCo to pay taxes and cover our corporate and other overhead expenses.

We are a holding company and will have no material assets after the completion of this offering other than our equity interest in OpCo. Please see “Corporate Reorganization.” We will have no independent means of generating revenue. To the extent OpCo has available cash and subject to the terms of any debt instruments or other applicable agreements, we intend to cause OpCo to make (i) generally pro rata distributions to OpCo Unitholders, including us, in an amount at least sufficient to allow us to pay our taxes, (ii) at the election of certain holders of OpCo Units, additional distributions in an amount generally intended to allow such OpCo Unitholders to satisfy their respective income tax liabilities with respect to their allocable share of the income of OpCo (based on certain assumptions and conventions), which additional distributions may be made on a pro rata basis to all OpCo Unitholders (including us) or a non-pro rata basis to OpCo Unitholders (other than us) in redemption of OpCo Units from such holders and (iii) non pro rata distributions to us in an amount at least sufficient to reimburse us for our corporate and other overhead expenses. In addition, as the sole managing member of OpCo, we intend to cause OpCo to make pro rata distributions to all of its unitholders, including us, in an amount sufficient to allow us to fund dividends to our shareholders in accordance with our dividend policy, to the extent our board of directors declares such dividends. Therefore, although we expect to pay dividends on our Class A shares in amounts determined by our board of directors, from time to time, our ability to do so may be limited to the extent OpCo and its subsidiaries are limited in their ability to make these and other distributions to us. To the extent that we need funds and OpCo or its subsidiaries are restricted from making distributions under applicable law or under the terms of any current or future financing or other arrangements or are otherwise unable to provide such funds, our results of operations, cash flows and financial position could be materially and adversely affected.

In certain circumstances, OpCo will be required to make tax distributions to OpCo Unitholders, and such tax distribution may be substantial. To the extent we receive tax distributions in excess of our actual tax liabilities and retain such excess cash, the OpCo Unitholders would benefit from such accumulated cash balances if they exercise their Redemption Right.

Pursuant to the OpCo LLC Agreement, OpCo will make generally pro rata distributions to the OpCo Unitholders, including us, in an amount sufficient to allow us to satisfy our actual tax liabilities. In addition, to the extent OpCo has available cash, OpCo will be required to make additional pro rata tax distributions to all OpCo Unitholders in an amount generally intended to allow the OpCo Unitholders (other than us) to satisfy their assumed tax liabilities with respect to their allocable share of the income of OpCo (based on certain assumptions and conventions and as determined by OpCo). For this purpose, the determination of available cash will take into account, among other factors, (i) the existing indebtedness and other obligations of OpCo and its subsidiaries and their anticipated borrowing needs, (ii) the ability of OpCo and its subsidiaries to take on additional indebtedness on commercially reasonable terms and (iii) any necessary or appropriate reserves.

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The amount of such additional tax distributions will be determined based on certain assumptions, including assumed income tax rates, and will be calculated after taking into account other distributions (including other tax distributions) made by OpCo. Additional tax distributions may significantly exceed the actual tax liability for many of the OpCo Unitholders, including us. If we retain the excess cash we receive from such distributions, the OpCo Unitholders would benefit from any value attributable to such accumulated cash balances as a result of their exercise of the Redemption Right. However, we intend to take steps to eliminate any material excess cash balances, which could include, but are not necessarily limited to, a distribution of the excess cash to holders of our Class A shares or the reinvestment of such cash in OpCo for additional OpCo Units.

In addition, the tax distributions that OpCo may be required to make may be substantial, and the amount of any additional tax distributions OpCo is required to make likely will exceed the tax liabilities that would be owed by a corporate taxpayer similarly situated to OpCo. Funds used by OpCo to satisfy its obligation to make tax distributions will not be available for reinvestment in our business, except to the extent we or certain other OpCo Unitholders use any excess cash received to reinvest in OpCo for additional OpCo Units. In addition, because cash available for additional tax distributions will be determined taking into account the ability of OpCo and its subsidiaries to take on additional borrowing, OpCo may be required to increase its indebtedness in order to fund additional tax distributions. Such additional borrowing may adversely affect our results of operations, cash flows and financial position by, without limitation, limiting our ability to borrow in the future for other purposes, such as capital expenditures, and increasing our interest expense and leverage ratios.

If OpCo were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result.

We intend to operate such that OpCo does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, redemptions of OpCo Units pursuant to the Redemption Right (or our Call Right) or other transfers of OpCo Units could cause OpCo to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate such that redemptions or other transfers of OpCo Units qualify for one or more such safe harbors. For example, we intend to limit the number of OpCo Unitholders, and the OpCo LLC Agreement, which will be entered into in connection with the closing of this offering, will provide for limitations on the ability of OpCo Unitholders to transfer their OpCo Units and will provide us, as managing member of OpCo, with the right to impose restrictions (in addition to those already in place) on the ability of OpCo Unitholders to redeem their OpCo Units pursuant to the Redemption Right to the extent we believe that it is necessary to ensure that OpCo will continue to be treated as a partnership for U.S. federal income tax purposes. Additionally, the OpCo LLC Agreement will provide that an OpCo Unitholder may exercise its Redemption Right only on a Quarterly Redemption Date, beginning immediately following the consummation of this offering.

If OpCo were to become a publicly traded partnership, significant tax inefficiencies might result for us and for OpCo, including as a result of our inability to file a consolidated U.S. federal income tax return with OpCo.

Because we have elected to take advantage of the extended transition period pursuant to Section 107 of the JOBS Act, our financial statements may not be comparable to those of other public companies.

Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised

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accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of this extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies. Accordingly, our financial statements may not be comparable to companies that comply with public company effective dates, and our shareholders and potential investors may have difficulty in analyzing our operating results by comparing us to such companies.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the information in this prospectus may contain “forward-looking statements.” All statements, other than statements of historical fact, included in this prospectus 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 prospectus, words such as “may,” “assume,” “forecast,” “could,” “would,” “should,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “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. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the section titled “Risk Factors” included in this prospectus. 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 prospectus 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, including:

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

• the success of WaterBridge and Desert Environmental in executing their business strategies, including their ability to construct infrastructure, attract customers and operate successfully;

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

• the domestic and foreign supply of, and demand for, energy sources, including the impact of actions relating to oil price and production controls by OPEC+ with respect to oil production levels and announcements of potential changes to such levels;

• our reliance on a limited number of customers and a particular region for substantially all of our revenues;

• 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;

• the risk that we may not realize the anticipated benefits and synergies from the Acquisitions and/or effectively integrate the Acquired Lands;

• costs associated with the Acquisitions;

• 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;

• any planned or future expansion projects by us or our customers;

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• our ability to initiate and continue the payment of dividends;

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

• our ability to successfully implement our growth plans, including through future acquisitions of acreage and/or introduction of new revenue streams, including through the Acquisitions or otherwise;

• the potential deterioration of our customers’ financial condition and their ability to access capital to fund their development programs;

• the degree to which consolidation among our customers may affect spending on U.S. drilling and completions in the near-term;

• our customers’ ability to obtain necessary supplies, raw materials and other critical components on a timely basis, or at all;

• 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, 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 liquidity and our ability to access the capital markets on favorable terms, or at all, which depends on general market conditions, including the impact of inflation, elevated interest rates and Federal Reserve policies and potential economic recession;

• uncertainty of estimates of oil, natural gas and NGL reserves and production;

• the effects of political instability or armed conflict in oil and natural gas producing regions, including the global economic distress resulting from the Russia-Ukraine war, as well as the Israel-Hamas conflict and increased tensions in the Middle East, including Iran, and potential energy insecurity in Europe, which may decrease demand for oil and natural gas or contribute to volatility in the prices for oil and natural gas, which could decrease demand for the use of our land and resources;

• uncertainty surrounding the fall 2024 U.S. presidential election and congressional elections, including potential legal, regulatory and policy changes, as well as the potential for general market volatility and political uncertainty;

• the uncertainty of future estimates of oil and natural gas and mineral reserves;

• 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;

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

• actions taken by the federal, local or state governments in relation to surface uses;

• title defects in the acreage that we acquire;

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

• our ability to integrate acquired acreage, including the Acquired Lands and any future acquisitions, and manage related growth;

• our ability to recruit and retain key management and employees;

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• actions taken by the federal or state governments, such as executive orders or new or expanded regulations, that may impact future energy production in the U.S. and any acceleration of the domestic and/or international transition to a low carbon economy as a result of the IRA or otherwise;

• changes in laws and regulations (or the interpretation thereof), including those related to hydraulic fracturing, accessing water, disposing of wastewater, transferring produced water, interstate brackish water transfer, carbon pricing, pipeline construction, 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, droughts, earthquakes, flooding and tornadoes;

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

• other factors discussed elsewhere in this prospectus including in the section titled “Risk Factors.”

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 “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this prospectus. Should one or more of the risks or uncertainties described in this prospectus 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.

Reserve engineering is a process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way. The accuracy of any reserves estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserves estimates may differ significantly from the quantities of oil and natural gas that are ultimately recovered.

All forward-looking statements, expressed or implied, included in this prospectus 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 otherwise 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 prospectus.

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USE OF PROCEEDS

We expect to receive approximately $    million of proceeds (or approximately $    if the underwriters’ option to purchase additional Class A shares is exercised in full) from this offering based upon the assumed public offering price of $    per Class A share (the midpoint of the price range set forth on the cover page of this prospectus), net of underwriting discount and estimated offering expenses payable by us. See “Underwriting.”

We intend to contribute all of the net proceeds from this offering to OpCo in exchange for     newly issued OpCo Units at a per-unit price equal to the per share price paid by the underwriters for our Class A shares in this offering.

The following table illustrates the anticipated use of the proceeds of this offering:

Sources of Funds			Uses of Funds
(in millions)			(in millions)
Gross proceeds from this offering	$		Repayment of credit facility borrowings	$
			Distribution to LandBridge Holdings
			Underwriting discount and expenses
Total	$		Total	$

If the underwriters exercise their option to purchase additional Class A shares in full, we expect to receive approximately $    million of additional net proceeds based upon the assumed public offering price of $    per Class A share (the midpoint of the price range set forth on the cover page of this prospectus). We intend to contribute all of the net proceeds from any exercise of such option to OpCo in exchange for additional OpCo Units. OpCo intends to use such additional net proceeds to increase the distribution to LandBridge Holdings.

After the application of the net proceeds from this offering, we will own approximately   % of outstanding OpCo Units (or approximately   % of outstanding OpCo Units if the underwriters’ option to purchase additional Class A shares is exercised in full).

Each $1.00 increase or decrease in the assumed public offering price of $    per Class A share (the midpoint of the price range set forth on the cover of this prospectus) would increase or decrease the net proceeds to us from this offering by approximately $    million (or approximately $    million if the underwriters’ option to purchase additional Class A shares is exercised in full), and, as a result, would increase or decrease the distribution to LandBridge Holdings by approximately $    million (or approximately $    million if the underwriters’ option to purchase additional Class A shares is exercised in full) and would decrease or increase LandBridge Holdings’ ownership interest in OpCo by approximately    % (or approximately    % if the underwriters’ option to purchase additional Class A shares is exercised in full), assuming that the number of Class A shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discount and estimated offering expenses payable by us.

Similarly, each increase or decrease of one million in the number of Class A shares offered by us in this offering would increase or decrease the net proceeds to us from this offering by approximately $    million, and, as a result, would increase or decrease the distribution to LandBridge Holdings by approximately $    million (or approximately $    million if the underwriters’ option to purchase additional Class A shares is exercised in full) and would decrease or increase LandBridge Holdings’ ownership interest in OpCo by approximately    % (or approximately    % if the

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underwriters’ option to purchase additional Class A shares is exercised in full), assuming that the public offering price of $    per Class A share (the midpoint of the price range set forth on the cover of this prospectus) remains the same and after deducting underwriting discounts and estimated offering expenses payable by us.

As of March 31, 2024, we had $140.0 million of outstanding borrowings consisting of $50.0 million of revolving credit borrowings and $90.0 million of term loan borrowings under our credit facility, which has a maturity date of July 3, 2027. As of March 31, 2024, we had $400.0 million of outstanding borrowings under our credit facility on a pro forma basis. The weighted average interest rate on (i) term loan borrowings outstanding under our credit facility as of March 31, 2024 was 8.45% and (ii) revolving credit borrowings outstanding under our credit facility as of March 31, 2024 was 8.59%. Borrowings under our credit facility incurred within the past year were used to fund approximately $300.1 million of the purchase price of the Acquisitions, to repay $49.4 million of debt under our prior credit facility and to fund a distribution of $72.9 million to NDB LLC.

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DIVIDEND POLICY

We intend to pay dividends on our Class A shares in amounts determined from time to time by our board of directors.

While we intend to pay dividends, we have not adopted a formal written dividend policy to pay any particular amount of dividends based on the achievement of, or derivable from, any specific financial metrics. Furthermore, we are not contractually obligated to pay any dividends and do not have any required minimum dividend amount, and our credit facility limits our ability to pay dividends. If our board of directors determines to pay dividends in the future, the amount of such dividends may vary from quarter to quarter and may be significantly reduced or eliminated entirely. The actual amount of any dividends we pay may fluctuate depending on our cash flow needs, which may be impacted by the availability of financing alternatives, the need to service any future indebtedness or other liquidity needs, potential acquisition opportunities and general industry and business conditions, including the level of use of our land and its resources. Given our reliance on our customers and their activity on our land, we cannot provide any assurance that we will pay dividends in the future. The declaration and payment of any dividends by us will be at the sole discretion of our board of directors, which may change our dividend policy or discontinue payment of dividends at any time. Our board of directors will take into account:

• general economic and business conditions;

• our financial condition and results of operations;

• our cash flows from operations and current and anticipated cash needs;

• our capital requirements, including future acreage acquisitions;

• legal, tax, regulatory and contractual (including under our credit facility and future financing arrangements) restrictions and implications on the payment of dividends by us to our shareholders or the payment of distributions by our subsidiaries to us; and

• such other factors as our board of directors may deem relevant.

We will be a holding company and will have no material assets other than OpCo Units. As a consequence, our ability to declare and pay dividends to the holders of our Class A shares will be subject to the ability of our subsidiaries to make distributions to OpCo and of OpCo to make distributions to us. The ability of our subsidiaries to make distributions to OpCo will depend upon the amount of cash they generate from their businesses, the cash flow needs of our subsidiaries and the restrictions contained in our credit facility, any future financing arrangement or any other arrangement, as well as such subsidiaries’ governing documents. For more information see “Risk Factors—Risks Related to this Offering and Our Class A Shares—Our ability to pay dividends to our shareholders may be limited by our holding company structure, contractual restrictions and regulatory requirements.”

If OpCo makes such distributions, OpCo Unitholders, including LandBridge Holdings, will generally be entitled to receive equivalent distributions from OpCo on a pro rata basis. However, because we must pay federal income taxes, amounts ultimately distributed to Class A shareholders are expected to be less on a per share basis than the amounts distributed by OpCo to the OpCo Unitholders on a per unit basis.

Assuming OpCo makes distributions to us and the OpCo Unitholders, including LandBridge Holdings, in any given year, we intend to pay dividends in respect of our Class A shares out of some or all of such dividends, if any, remaining after the payment of taxes and other expenses. However, because our board of directors may determine to pay or not pay dividends in respect of our Class A shares based on the factors described above, holders of our Class A shares may not necessarily receive dividends, even if OpCo makes such distributions to us.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2024, as follows:

• on an actual basis for OpCo, our predecessor;

• on a pro forma basis to give effect to the East Stateline Acquisition and the Credit Agreement Amendment; and

• on a pro forma, as adjusted, basis to give effect to the East Stateline Acquisition, the Credit Agreement Amendment, the Corporate Reorganization and this offering at the assumed initial offering price of $    per Class A shares (the midpoint of the price range set forth on the cover of this prospectus) and the application of the net proceeds therefrom as described under the section titled “Use of Proceeds.”

The information set forth below is illustrative only and will be adjusted based on the actual public offering price and other final terms of this offering. The table below should be read in conjunction with, and is qualified in its entirety by reference to the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial information of OpCo and our unaudited pro forma condensed consolidated financial information for the periods and as of the dates indicated.

	As of March 31, 2024
	Actual			Pro Forma			Pro Forma, As Adjusted
	(in thousands, except number of common shares)
Cash and cash equivalents	$	8,892		$	4,785		$
Long-term debt:
Credit facility(1)		140,000			400,000
Other		379			379
Current portion of long-term debt		(20,244	)		(35,245	)
Unamortized debt issuance costs		(1,683	)		(4,901	)
Total long-term debt		118,452			360,233
Equity:
Member’s equity		162,333			236,333
Class A Shares; no Class A shares authorized, issued or outstanding (actual and pro forma);      Class A shares authorized,      Class A shares issued and outstanding (pro forma, as adjusted)		—			—
Class B shares; no Class B shares authorized, issued or outstanding (actual and pro forma);      Class B shares authorized,      Class B shares issued and outstanding (pro forma, as adjusted)		—			—
Noncontrolling interest (2)		—			—
Total capitalization	$	280,785		$	596,566		$

⁽¹⁾  As of May 25, 2024, we had $400.0 million of outstanding borrowings under our credit facility, consisting of $50.0 million of revolving credit facility borrowings and $350.0 million in term loan borrowings.

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⁽²⁾  On a pro forma basis, includes the OpCo Units not owned by us, which represent approximately   % of outstanding OpCo Units immediately after this offering. LandBridge Holdings will hold a non-controlling economic interest in OpCo. We will hold approximately   % of outstanding OpCo Units immediately after this offering (or approximately   % of outstanding OpCo Units if the underwriters’ option to purchase additional Class A shares is exercised in full).

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DILUTION

Purchasers of the Class A shares in this offering will experience immediate and substantial dilution in the net tangible book value per Class A shares for accounting purposes. Our as adjusted net tangible book value as of      , 2024, after giving pro forma effect to the East Stateline Acquisition, the Credit Agreement Amendment and the Corporate Reorganization, was approximately $    million, or $    per Class A shares. Pro forma net tangible book value per Class A share is determined by dividing our pro forma tangible net worth (tangible assets less total liabilities) by the total number of Class A shares that will be outstanding immediately prior to the closing of this offering including giving effect to the East Stateline Acquisition, the Credit Agreement Amendment and the Corporate Reorganization. After giving effect to the sale of Class A shares in this offering and further assuming the receipt of the estimated net proceeds from this offering (after deducting estimated underwriting discount and estimated offering expenses payable by us), our pro forma, as adjusted net tangible book value as of      , 2024 would have been approximately $    million, or $    per Class A share. This represents an immediate increase in the net tangible book value of $    per Class A share (assuming that 100% of our Class B shares have been cancelled in connection with a redemption of OpCo Units for Class A shares) to LandBridge Holdings, our existing shareholder, and an immediate dilution (i.e., the difference between the offering price and the as adjusted net tangible book value after this offering) to new investors purchasing Class A shares in this offering of $    per Class A share. The following table illustrates the per Class A share dilution to new investors purchasing Class A shares in this offering (assuming that 100% of our Class B shares have been cancelled in connection with a redemption of OpCo Units for Class A shares):

Public offering price per Class A share	$
As adjusted net tangible book value per Class A share as of , 2024 (after giving pro forma effect to the East Stateline Acquisition, the Credit Agreement Amendment and the Corporate Reorganization as described above)
Increase per Class A share attributable to this offering and related transactions as described above
Pro forma, as adjusted net tangible book value per Class A share (after giving further effect to this offering and related transactions as described above)
Dilution in pro forma, as adjusted net tangible book value per Class A share to new investors in this offering	$

The dilution information discussed in this section is illustrative only and will change based on the actual public offering price and other terms of this offering to be determined at pricing. Each $1.00 increase or decrease in the public offering price of $    per Class A share (the midpoint of the price range set forth on the cover of this prospectus) would increase or decrease the net proceeds to us from this offering by approximately $    million (or approximately $    million if the underwriters’ option to purchase additional Class A share is exercised in full), assuming the number of Class A shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discount and estimated offering expenses payable by us.

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The following table summarizes, on an as adjusted basis as of      , 2024, the total number of Class A shares owned by our existing shareholders (assuming that 100% of our Class B shares have been cancelled in connection with a redemption of OpCo Units for Class A shares) and to be owned by new investors in this offering, the total consideration paid, and the average price per share paid by our LandBridge Holdings and to be paid by new investors in this offering at our initial offering price of $    per Class A share, calculated before deduction of estimated underwriting discount and estimated offering expenses payable by us.

	Shares Acquired					Total Consideration					Average Price Per Share
	Number		Percent			Amount		Percent
LandBridge Holdings					%	$				%	$
New investors in this offering					%					%
Total				100.0	%	$		$	100.0	%	$

The information excludes (i)     Class A shares reserved for issuance under our LTIP, which we intend to adopt in connection with the completion of this offering, and (ii) Class A shares reserved for issuance in connection with any exercise of the Redemption Right or the Call Right.

Except as otherwise noted, all information in this prospectus assumes (i) no exercise by the underwriters of their option to purchase additional Class A shares and (ii) no purchase of Class A shares by our directors, officers, employees and other individuals associated with us and members of their families through the directed share program. If the underwriters’ option to purchase additional Class A Shares is exercised in full, the number of Class A shares held by new investors in this offering will be increased to    , or approximately   % of the total number of Class A shares outstanding immediately after this offering.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the section titled “Summary—Summary Historical and Pro Forma Financial and Operating Data” and the accompanying financial statements and related notes included elsewhere in this prospectus. The following discussion contains “forward-looking statements” reflecting our current expectations, future plans, estimates, beliefs and assumptions concerning events and financial trends that may affect our future results of operations, cash flows and financial position. Our actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including certain factors outside our control. Factors that could cause or contribute to such differences include, but are not limited to, market prices for oil and natural gas, production volumes, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this prospectus, particularly in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to publicly update any of these forward-looking statements except as otherwise required by applicable law.

Unless otherwise indicated, 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 our predecessor, OpCo, and does not give effect to the East Stateline Acquisition, the Credit Agreement Amendment or the transactions described in the section titled “Corporate Reorganization.”

Overview

Land is critical to energy development and production. Access to expansive surface acreage is necessary for oil and natural gas development, solar power generation, power storage, data centers and non-hazardous oilfield reclamation and solid waste facilities. Further, the significant industrial economy that exists to service and support energy development requires access to surface acreage to support those activities. These dynamics drove our acquisition and ownership of approximately 220,000 surface acres in Texas and New Mexico located in and around the Delaware sub-basin of the prolific Permian Basin, which is among the most economic, liquids-rich hydrocarbon resources in the United States. Our strategy is to actively manage our land and resources to support and encourage oil and natural gas development and other land uses that will generate long-term revenue and Free Cash Flow for us and returns to our shareholders.

We take an active approach to the commercial development of our land, seeking to maximize the long-term value of our surface acreage and our resources by identifying and seeking investments on our land within and beyond the oil and gas value chain. For the year ended December 31, 2022, we generated $33.5 million of non-oil and gas royalty revenue on our initial approximately 72,000 owned surface acres, or $465 in revenue per owned surface acre. As a result of our active management strategy, we increased non-oil and gas royalty revenue on such 72,000 owned surface acres by 56% to $52.1 million for the year ended December 31, 2023, or $724 in revenue per owned surface acre. We measure our revenue divided by our total acreage as a performance metric, which we refer to as “surface use economic efficiency.” Further, we are actively growing revenue streams beyond the hydrocarbon value chain to maximize utilization of our land and resources. We have entered into, or are currently pursuing, primarily long-term commercial relationships with businesses focused on solar power generation, power storage, crypto currency mining and data management, as well as other renewable energy production, among other industries and applications. Similar to the other operations conducted on our land, we expect to enter into surface use or similar agreements with the owners of these projects from which we expect to receive surface use fees and other payments in connection with the utilization of our land, but we do not expect to own or operate such projects or expect to incur significant capital expenditures in connection therewith.

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We share a financial sponsor, Five Point, and our management team with WaterBridge. WaterBridge is one of the largest water midstream companies in the United States and operates a large-scale network of pipelines and other infrastructure in the Delaware Basin that, as of May 25, 2024, handles approximately 2.0 million bpd of water associated with oil and natural gas production, consisting of 139 produced water handling facilities and approximately 3.4 million bpd of total handling capacity. WaterBridge operates primarily under long-term agreements with E&P companies to provide critical produced water handling throughout the full life cycle of its customers’ oil and natural gas wells. 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. As of December 31, 2023, WaterBridge has constructed 335,000 bpd of produced water handling capacity on our land, with an additional 900,000 bpd of permitted capacity available for future development. 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. For every 100,000 bpd of incremental produced water that WaterBridge brings onto our surface, we expect to generate royalty fees of approximately $4.0 million to $6.0 million per year, including skim oil revenues.

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 the COVID-19 pandemic and recovery, the Russia-Ukraine war, and the related sanctions imposed on Russia, as well as the Israel-Hamas conflict and increased tensions in the Middle East, including Iran, domestic political uncertainty, the activities of OPEC, a potential economic recession and elevated inflation, interest rates and costs of capital. More recently, high levels of activity in the Delaware Basin have resulted in 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.

Despite these challenges, we believe the outlook for the oil and natural gas industry, particularly within the Permian Basin, remains positive. Within the Delaware Basin, the most active sub-region within the Permian Basin, oil production has increased at a CAGR of 24% from 2016 through 2023, while water production has increased at a CAGR of 22% during the same period. According to Enverus as of December 31, 2023, there were 169 active drilling rigs in the Delaware Basin, and further, according to the EIA, oil production in the Permian Basin is expected to average 6.5 million bpd in 2024, which is higher than the average daily production of any prior year in the Permian Basin. The EIA expects this growth to continue into 2025 with the Permian Basin increasing oil production by an additional 350,000 bpd. This drilling activity requires significant build out of related infrastructure in the region and access to surface acreage to support such operations.

In addition to positive momentum within the oil and natural gas industry, we expect to benefit from advancements in clean energy alternatives. In August 2022, the IRA was signed into law. The IRA contains hundreds of billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, amongst other provisions. While these incentives could further accelerate the transition of the U.S. economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives, like oil and natural gas, clean energy technologies often require access to material surface acreage and supporting infrastructure, which we are well positioned to facilitate. 

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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, and the type of resources extracted the amount of use expected to be made of our land or the amount of resources to be produced and/or extracted. Our revenue consists of the following principal components:

Surface Use Royalties and Revenues

Surface Use Royalties. We enter into SURAs and certain overarching SUAs with operators that require payment to us of a royalty 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. Our SURAs typically obligate the operator to meter its volumetric utilization of infrastructure installed on our land and to include a report of such utilization for our review along with its periodic payment. Royalties we receive from operations under our SURAs include produced water transportation and handling operations, skim oil recovery and produced water throughput and waste reclamation. Our SURAs generally have terms ranging from a minimum of five years to 10 years and impose only nominal obligations on us. As of December 31, 2023: (i) produced water royalties under our SURAs ranged from approximately $0.10 per barrel to $0.24 per barrel; (ii) brackish water royalties under our SURAs ranged from approximately $0.15 per barrel to $0.40 per barrel; and (iii) skim oil royalties under our SURAs ranged from 15% to 50% of net proceeds. However, the terms of our SURAs are negotiated on a customer-by-customer basis, but typically do not include minimum commitments and provide for automatic annual increases in royalties that are tied to the Consumer Price Index (“CPI”) or are negotiated on a case-by-case basis, depending on a number of factors, such as general economic conditions, the surface use of our land, competitor pricing and/or customer specific considerations. Our SURAs generally include standard provisions relating to maintenance by our customers of insurance of specified types and amounts, environmental, health and safety covenants and indemnification of us for the unauthorized use of hazardous material or environmental claims.

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 often additional fees at the beginning of each renewal period or on a monthly or annual basis. Such agreements typically include pre-defined terms for fees that we will receive for our customers’ development and use of drilling sites, new and existing roads, pipeline easements and electric transmission easements. 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. Beyond making our land available in accordance with our SUAs, our SUAs impose only nominal obligations on us. As of December 31, 2023: (i) pipeline easements ranged from $20 per rod to $450 per rod based, in part, on the diameter of the pipeline and the easement term; (ii) road easements for new roads ranged from $75 per rod to $150 per rod based, in part, on the easement term; (iii) utility line easements ranged from $20 per rod to $100 per rod based, in part, on capacity and width of the utility line and the easement term; and (iv) well pads ranged from $7,000 per acre to $12,000 per acre. However, the terms of our SUAs are negotiated on a customer-by-customer basis, but typically do not include minimum commitments and provide for automatic annual increases in royalties that are tied to the CPI or negotiated on a case-by-case basis, depending on a number of factors, such as general economic conditions, the surface use of our land, competitor pricing and/or customer specific considerations. Our SUAs generally include standard provisions relating to maintenance by our customers of insurance of specified types and amounts, environmental, health and safety covenants and indemnification of us for environmental claims.

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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. We have strong relationships with, and contractual commitments from, many of the E&P companies in the Stateline Position. Additionally, the immediate proximity of our Stateline Position to the Texas-New Mexico state border provides us the ability to deliver brackish water volumes into the otherwise constrained market in New Mexico. 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. As of December 31, 2023: (i) per barrel prices for brackish water sold to third parties on a spot basis ranged from $0.50 to $1.10; (ii) per barrel prices for brackish water sold to oil and gas producers ranged from $0.45 to $0.95; (iii) per barrel prices for brackish water sold to resellers for delivery into New Mexico ranged from $0.25 to $0.35; and (iv) prices for caliche ranged from $ 5 per ton to $10 per ton. Such agreements may include certain exclusivity rights, such as the exclusive right to require the purchase of the subject resource for any operations on our land, and may include minimum commitments that are negotiated on a case-by-case basis, taking into account the amount of activity on our land, the specific use of our land and any resultant production thereon, among other things. These agreements provide for certain rights to monitor activities on our land and contain standard provisions relating to confidentiality, indemnification of us for environmental claims, and maintenance of insurance of specified types and amounts.

Resource Royalties. We lease our surface acreage to customers to construct and operate at their expense sand mines to provide in-basin sand for use in oil and natural gas completion operations. Such customers hold the exclusive right to mine sand from the leased surface acreage and may be required to make minimum royalty payments as a result. We typically receive a fee when the contract is executed and a fixed royalty per ton of sand extracted, as well as a fixed-fee per barrel of water used to support sand mining operations, which our customers, to the extent they use water for their operations, generally must acquire from us for our customary fee. Such fees are negotiated on a case-by-case basis, depending on a number of factors, such as general economic conditions, the type of resources extracted the amount of use expected to be made of our land or the amount of resources to be produced and/or extracted, competitor pricing and/or customer specific considerations and such leases generally have a minimum term of three years. As of December 31, 2023, resource royalties received per ton of sand extracted ranged from approximately $2.00 to $3.00, subject to minimum payment obligations. These lease agreements contain standard provisions relating to confidentiality, indemnification of us for the unauthorized use of hazardous material or environmental claims, and maintenance of insurance of specified types and amounts.

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 market prices for oil and natural gas, and producer specific location and contractual price differences. Oil and gas royalties also include mineral lease bonus revenues. We receive lease bonus revenue 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. Mineral lease bonuses are nonrefundable. Royalties from oil and natural gas production are generally negotiated on a case-by-case basis, depending on the particular mineral interests and holder of such mineral interests.

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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 March 31, 2024					Three Months Ended March 31, 2023					Year Ended December 31, 2023					Year Ended December 31, 2022
	Amount ($)		%			Amount ($)		%			Amount ($)		%			Amount ($)		%
Surface use royalties and revenues
Surface use royalties	$	4,205		22.1	%	$	2,271		14.3	%	$	13,216		18.1	%	$	7,672		14.8	%
Easements and other surface-related revenues		5,137		27.0	%		2,054		12.9	%		12,644		17.4	%		9,744		18.8	%
Resource sales and royalties
Resource sales		3,508		18.5	%		6,400		40.3	%		19,830		27.2	%		14,869		28.7	%
Resource royalties		1,979		10.4	%		1,570		9.9	%		6,432		8.8	%		1,206		2.4	%
Oil and gas royalties		4,185		22.0	%		3,591		22.6	%		20,743		28.5	%		18,286		35.3	%
Total revenue	$	19,014		100.0	%	$	15,886		100.0	%	$	72,865		100.0	%	$	51,777		100.0	%

Our revenues may vary significantly from period to period as a result of the activity level of producers on and around our land, the development of new revenue streams, commodity prices, changes in volumes produced on our land and our acquisition strategy, among other things, and are significantly dependent on our customers’ activities on and around our land. For example, oil and natural gas prices have historically been volatile. 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 solar power generation, power storage and battery projects, water treatment and desalination facilities, fueling stations, data centers, 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-

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based compensation expense. Corporate shared services generally includes 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. Share-based compensation expense includes expense allocated to us for NDB LLC’s Incentive Unit plan. The Incentive Units (as defined below) awards are classified as liability awards by NDB LLC and require periodic remeasurement. See “Note 10—Share-Based Compensation” to our consolidated 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 existing, or when applicable update, 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. 

Surface Use Economic Efficiency

We calculate Surface Use Economic Efficiency as (i) total revenues less oil and gas royalty revenues divided by (ii) owned surface acreage. This metric provides valuable insight into the effectiveness of our active land management strategy by examining our ability to generate value on our owned surface and track trends of our results over time, while inherently adjusting for any surface acreage acquisitions or divestitures that may occur. Further, we believe this metric serves as a worthwhile benchmark of our team’s management and growth strategy, as well as the relative value of our surface acreage, compared to our peers.

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 they 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. Please read “Summary—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” for additional information regarding these non-GAAP financial measures.

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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.

	Predecessor
	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023			Year Ended December 31, 2023			Year Ended December 31, 2022
	(in thousands)
Net income (loss)	$	10,776		$	(647	)	$	63,172		$	(6,361	)
Adjustments:
Depreciation, depletion, amortization and accretion		2,145			1,725			8,762			6,720
Interest expense, net		2,884			718			7,016			3,108
Income tax expense		101			103			370			164
EBITDA		15,906			1,899			79,320			3,631
Adjustments:
Share-based compensation(1)		810			11,235			(17,230	)		36,360
Transaction-related expenses(2)		191			126			598			1,175
Other(3)		—			(22	)		116			46
Adjusted EBITDA	$	16,907		$	13,238		$	62,804		$	41,212
Net income (loss) margin		57	%		(4	)%		87	%		(12	)%
Adjusted EBITDA Margin		89	%		83	%		86	%		80	%

(1) Share-based compensation represents the non-cash charge for the periodic fair market value changes associated with liability awards for which the cumulative vested amount is recognized ratably over the applicable vesting period. Incentive units were issued to certain members of management by NDB LLC, and changes to the incentive units’ fair market values are driven by changes in period end valuations of LandBridge and other NDB LLC subsidiaries, the issuance of new incentive units at NDB LLC, and the vesting of previously issued incentive units. This expense is a non-cash charge for LandBridge and represents a liability at NDB LLC that impacts NDB LLC’s equity ownership. It is neither a liability of LandBridge nor potentially dilutive to LandBridge equity owners. The allocation of expense included in the consolidated results of LandBridge is recognized as a deemed non-cash contribution to or distribution from member’s equity of OpCo.

(2) Transaction-related expenses consists of non-recurring costs associated with both completed and attempted acquisitions.

(3) Other consists primarily of other non-cash or non-recurring items.

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 they 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. Please read “Summary—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” for additional information regarding these non-GAAP financial measures.

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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.

	Predecessor
	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023			Year Ended December 31, 2023			Year Ended December 31, 2022
	(in thousands)
Net cash provided by operating activities	$	17,215		$	11,905		$	53,042		$	20,500
Net cash used in investing activities		(55,161	)		(1,609	)		(2,772	)		(11,672	)
Cash provided by (used in) operating and investing activities		(37,946	)		10,296			50,270			8,828
Adjustments:
Acquisitions		55,072			—			—			8,381
Proceeds from disposal of assets		—			(11	)		(11	)		—
Free Cash Flow		17,126			10,285		$	50,259		$	17,209
Operating cash flow margin(1)		91	%		75	%		73	%		40	%
Free Cash Flow Margin		90	%		65	%		69	%		33	%

(1) Operating cash flow data is calculated by dividing net cash provided by operating activities by total revenue.

Factors Affecting the Comparability of Our Results of Operations

In this prospectus, we present our historical results of operations for the three months ended March 31, 2024 and 2023 and for the years ended December 31, 2023 and 2022. Our future results of operations will not be directly comparable to the historical results of operations of our predecessor for the periods presented as a result of the significant growth of our business and new contracting activity completed during each year of our operation, which are not reflected in our operating results until such contracting activity has been completed. For example, we expect an increase of $9.4 million in revenue as a result of commercial royalty rates that were effected pursuant to new commercial arrangements between us and WaterBridge entered into at the close of the East Stateline Acquisition. We have also experienced additional significant growth in our business following the completion of the Acquisitions, resulting in our future results of operations for periods following the consummation of such Acquisitions to not be directly comparable with our historical results.

Public Company Costs

Following the closing of this offering, we will incur incremental, non-recurring costs related to our transition to a publicly traded and taxable entity, including the costs of this public offering and the costs associated with the initial implementation of our Sarbanes-Oxley Act internal controls and testing. We also expect 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. Additionally, in anticipation of this offering, we expect to hire additional employees and consultants, including accounting and legal personnel, in order to prepare for the requirements of being a publicly traded company.

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Corporate Reorganization

We were formed to serve as the issuer in this offering and have no previous operations, assets or liabilities. The historical consolidated financial statements included in this prospectus are based on the financial statements of our accounting predecessor, OpCo, prior to the Corporate Reorganization in connection with this offering as described under “Corporate Reorganization.” 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, we expect that our board of directors will adopt an LTIP, which will become effective upon the consummation of this offering, 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 of directors or a committee thereof, as applicable. We anticipate that the LTIP will provide for the grant, from time to time, at the discretion of our board of directors, 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 program prior to the periods presented within. In connection with the consummation of this offering, we will issue equity awards covering    of our Class A shares.

Acquisitions

In the first half of 2024, we acquired approximately 150,000 surface acres through the consummation of the Acquisitions, which will impact the comparability of our results of operations. See “Note 13—Subsequent Events” within the notes to our audited consolidated financial statements and included elsewhere in this prospectus for further information with respect to the Acquisitions.

In addition, we may pursue acquisitions of additional surface acreage in the future. We believe we will be well positioned to acquire such surface acreage should such opportunities arise. Any additional acquisitions will further impact the comparability of our results of operations.

Credit Facility

On July 3, 2023, we entered into our credit facility which initially provided for (i) a four-year $100.0 million term loan facility and (ii) a four-year $50.0 million revolving credit facility, each of which matures on July 3, 2027. In connection with entering into our credit facility, we borrowed $100.0 million under the term loan facility and borrowed $25.0 million under the revolving credit facility. Net proceeds from these borrowings were used to repay the $49.4 million outstanding under our prior credit facility, and to make a distribution of $72.9 million to NDB LLC. On May 10, 2024, in order to fund a portion of the purchase price for each of the Acquisitions, we entered into the Credit Agreement Amendment, which amended the credit facility. Among other things, the Credit Agreement Amendment increased the four-year term loan facility to $350 million and the four-year revolving credit facility to $75 million. Following our entry into the Credit Agreement Amendment, we borrowed approximately $300.1 million under our credit facility to fund a portion of the purchase price of each of the Acquisitions. Our credit facility is secured by a first-priority lien on substantially all assets and guaranteed by us and our subsidiaries. See “—Liquidity and Capital Resources—Debt Instruments—Credit Facility” for more information.

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Income Taxes

Prior to this offering, we and our subsidiaries were primarily entities that were treated as partnerships 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. In connection with its election of REIT status, certain assets that included non-REIT qualifying income were distributed from the REIT, but still within the consolidated reporting entity, resulting in federal income tax expense during 2021, payable in 2022. 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 this offering, although we are a limited liability company, we have elected to be taxed as a corporation and will be subject to U.S. federal, state and local income taxes. We estimate that we will be subject to U.S. federal, state and local taxes at a blended statutory rate of   % and   % of pre-tax earnings, respectively, and would have incurred pro forma income tax expense of approximately $   million and $   million for the years ended December 31, 2023 and 2022, respectively.

Results of Operations

Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023

	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
	(In thousands)
Revenues:
Oil and gas royalties	$	4,185		$	3,591
Resource sales		3,508			6,400
Easements and other surface-related revenues		5,137			2,054
Surface use royalties		4,205			2,271
Resource royalties		1,979			1,570
Total revenues		19,014			15,886
Resource sales-related expense		673			1,080
Other operating and maintenance expense		517			504
General and administrative expense		2,159			12,418
Depreciation, depletion, amortization and accretion		2,145			1,725
Operating income (loss)		13,520			159
Interest expense, net		2,884			718
Other income		(241	)		(15	)
Income (loss) from operations before taxes		10,877			(544	)
Income tax expense		101			103
Net income (loss)	$	10,776		$	(647	)

Total revenues. Total revenues increased by $3.1 million, or 20%, to $19.0 million for the three months ended March 31, 2024, as compared to $15.9 million for the three months ended March 31,

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2023. The increase was primarily attributable to increased easements and other surface-related revenues of $3.1 million, surface use royalties of $1.9 million, oil and gas royalties of $0.6 million and resource royalties of $0.4 million, partially offset by decreased resource sales of $2.9 million. Please see our discussion below regarding comparative period variances in revenue sources.

Oil and gas royalties. Oil and gas royalties increased by $0.6 million, or 17%, to $4.2 million for the three months ended March 31, 2024, as compared to $3.6 million for the three months ended March 31, 2023, which consists of increased royalty income of $1.3 million offset by lower mineral lease income of $0.7 million. The decrease in mineral lease income is attributable to no additional mineral interests being leased during the three months ended March 31, 2024, as compared to the three months ended March 31, 2023. The table below provides operational and financial data by oil and gas royalty stream for the three months ended March 31, 2024, and the three months ended March 31, 2023.

	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Net royalty volumes:
Oil (MBbls)		46		36
Natural Gas (MMcf)		171		99
NGL (MBbls)		21		5
Equivalents (MBoe)		96		58
Equivalents (MBoe/d)		1.1		0.7
Oil and gas royalties (in thousands):
Oil royalties	$	3,508	$	2,623
Gas royalties		238		189
NGL royalties		439		119
Mineral lease income		—		660
Total oil and gas royalties	$	4,185	$	3,591
Realized prices
Oil ($/Bbl)	$	76.26	$	72.86
Natural gas ($/Mcf)	$	1.39	$	1.91
NGL ($/Bbl)	$	20.90	$	23.80
Equivalents ($/Boe)	$	43.59	$	50.53

Resource sales. Resource sales decreased by $2.9 million, or 45%, to $3.5 million for the three months ended March 31, 2024, as compared to $6.4 million for the three months ended March 31, 2023. The decrease was primarily attributable to a decrease in brackish water sales volume by approximately 3.5 million barrels, or approximately 25%, for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, in addition to a decrease in the unit price per barrel of brackish water sold. The brackish water sales volume decrease is primarily due to the timing of customer demand, and the decrease in unit price is driven by sales during the current period weighted to a lower rate customer contract.

Easements and other surface-related revenue. Easements and other surface-related revenue increased by $3.1 million, or 150%, to $5.1 million for the three months ended March 31, 2024, as compared to $2.1 million for the three months ended March 31, 2023. The increase was primarily attributable to higher activity related to new oil and gas transportation and gathering pipelines during the three months ended March 31, 2024, as compared to the three months ended March 31, 2023.

Surface use royalties. Surface use royalties increased by $1.9 million, or 85%, to $4.2 million for the three months ended March 31, 2024, as compared to $2.3 million for the three months ended

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March 31, 2023. The increase was primarily attributable to increased WaterBridge produced water handling royalties of $1.6 million and Desert Environmental industrial waste handling royalties of $0.2 million on our surface for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023.

Resource royalties. Resource royalties increased by $0.4 million, or 26%, to $2.0 million for the three months ended March 31, 2024, as compared to $1.6 million for the three months ended March 31, 2023. Approximately $0.2 million of the increase was attributable to increased sand mine volumes and $0.2 million was due to an increase in the sand mine royalty rate for the three months ended March 31, 2024, as compared to the year ended three months ended March 31, 2023.

Resource sales-related expenses. Resource sales related expenses decreased by $0.4 million, or 38%, to $0.7 million for the three months ended March 31, 2024, as compared to $1.1 million for the three months ended March 31, 2023. The decrease was primarily attributable to lower utility expenses associated with sales of brackish water driven by the lower volumes sold during the three months ended March 31, 2024, as compared to the three months ended March 31, 2023.

General and administrative expense. General and administrative expense, excluding share-based compensation expense, increased by $0.1 million, or 8%, to $1.3 million for the three months ended March 31, 2024, as compared to $1.2 million for the three months ended March 31, 2023. The increase was attributable to slightly higher employee compensation expense, professional services fees and increased corporate shared services allocation from WaterBridge. General and administrative expense, inclusive of share-based compensation, decreased by $10.3 million, or 83%, to $2.2 million for the three months ended March 31, 2024, as compared to $12.4 million for the three months ended March 31, 2023. The decrease was attributable to the change in share-based compensation expense of $10.4 million offset by increased cash expenses noted above. Share-based compensation is associated with NDB LLC’s Incentive Units which are allocated to us. Such Incentive Units are classified as liability awards and primarily reflect the impacts of change in the liability remeasurement. See “Note–7 - Share-Based Compensation” within the notes to our unaudited condensed consolidated financial statements included elsewhere in this prospectus.

Depreciation, depletion, amortization and accretion. Depreciation, depletion, amortization and accretion increased by $0.4 million, or 24%, to $2.1 million for the three months ended March 31, 2024, as compared to $1.7 million for the three months ended March 31, 2023. The increase was primarily attributable to higher depletion expense of $0.3 million due to increased oil and gas royalty development and production activities and depreciation expense of $0.1 million related to capital expenditures associated with brackish water supply sales.

Interest expense, net. Interest expense, net increased by $2.2 million, or 302%, to $2.9 million for the three months ended March 31, 2024, as compared to $0.7 million for the three months ended March 31, 2023. The increase was primarily attributable to additional borrowings under our credit facility during the year ended December 31, 2023, as compared to the year ended December 31, 2022. See “—Liquidity and Capital Resources” for additional information regarding the Company’s debt instruments and interest expense.

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Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

	Year Ended December 31, 2023			Year Ended December 31, 2022
	(In thousands)
Revenues:
Oil and gas royalties	$	20,743		$	18,286
Resource sales		19,830			14,869
Easements and other surface-related revenues		12,644			9,744
Surface use royalties		13,216			7,672
Resource royalties		6,432			1,206
Total revenues		72,865			51,777
Resource sales-related expense		3,445			3,840
Other operating and maintenance expense		2,740			2,648
General and administrative expense		(12,091	)		41,801
Depreciation, depletion, amortization and accretion		8,762			6,720
Operating income (loss)		70,009			(3,232	)
Interest expense, net		7,016			3,108
Other income		(549	)		(143	)
Income (loss) from operations before taxes		63,542			(6,197	)
Income tax expense		370			164
Net income (loss)	$	63,172		$	(6,361	)

Total revenues. Total revenues increased by $21.1 million, or 41%, to $72.9 million for the year ended December 31, 2023, as compared to $51.8 million for the year ended December 31, 2022. The increase was comprised of an increase in oil and gas royalties of $2.5 million, resource sales of $4.9 million, easements and other surface-related revenues of $2.9 million, surface use royalties of $5.5 million and resource royalties of $5.2 million. Please see our discussion below regarding comparative period variances in revenue sources.

Oil and gas royalties. Oil and gas royalties decreased by $2.5 million, or 13%, to $20.7 million for the year ended December 31, 2023, as compared to $18.3 million for the year ended December 31, 2022. Mineral lease income increased $0.2 million, primarily attributable to additional mineral interests leased during the year ended December 31, 2023, as compared to the year ended December 31, 2022. The table below provides operational and financial data by oil and gas royalty stream for the year ended December 31, 2023, and the year ended December 31, 2022.

	Year Ended December 31, 2023		Year Ended December 31, 2022
Net royalty volumes:
Oil (MBbls)		225		145
Natural Gas (MMcf)		693		438
NGL (MBbls)		68		24
Equivalents (MBoe)		409		242
Equivalents (MBoe/d)		1.1		0.7
Oil and gas royalties (in thousands):
Oil royalties	$	17,138	$	13,897
Gas royalties		1,623		2,965
NGL royalties		1,322		929
Mineral lease income		660		495
Total oil and gas royalties	$	20,743	$	18,286

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	Year Ended December 31, 2023		Year Ended December 31, 2022
Realized prices
Oil ($/Bbl)	$	76.17	$	95.84
Natural gas ($/Mcf)	$	2.34	$	6.77
NGL ($/Bbl)	$	19.44	$	38.71
Equivalents ($/Boe)	$	49.10	$	73.52

Resource sales. Resource sales increased by $4.9 million, or 33%, to $19.8 million for the year ended December 31, 2023, as compared to $14.9 million for the year ended December 31, 2022. The increase was primarily attributable to higher realized per unit sales prices. Brackish water sales volume decreased by approximately 2.9 million barrels, or approximately 7%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022. However, the per unit sales price increased by approximately 50%, which more than offset the decline in volume. The brackish water sales volume decrease is primarily due to a shift in focus to higher margin sales in Texas rather than lower margin, long haul sales into New Mexico resulting in lower sales volume but increased overall water sales revenues for the year ended December 31, 2023, as compared to December 31, 2022.

Easements and other surface-related revenue. Easements and other surface-related revenue increased by $2.9 million, or 30%, to $12.6 million for the year ended December 31, 2023, as compared to $9.7 million for the year ended December 31, 2022. The increase was primarily attributable to new oil and natural gas transportation and gathering pipelines and continued expansion of the WaterBridge produced water handling infrastructure for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Surface use royalties. Surface use royalties increased by $5.5 million, or 72%, to $13.2 million for the year ended December 31, 2023, as compared to $7.7 million for the year ended December 31, 2022. The increase was primarily attributable to new produced water throughput agreements and increased WaterBridge produced water handling on our surface for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Resource royalties. Resource royalties increased by $5.2 million, or 433%, to $6.4 million for the year ended December 31, 2023, as compared to $1.2 million for the year ended December 31, 2022. The increase was primarily attributable to increased sand mine royalties. The sand mine commenced operations in September 2022 resulting in a full year of royalty revenue in 2023, as compared to four months for the year ended December 31, 2022.

Resource sales-related expenses. Resource sales related expenses decreased by $0.4 million, or 10% to $3.4 million for the year ended December 31, 2023, as compared to $3.8 million for the year ended December 31, 2022. The decrease was primarily attributable to lower utility expenses associated with sales of brackish water driven by the lower volumes sold during the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Other operating and maintenance expense. Other operating and maintenance expense increased by $0.1 million, or 3%, to $2.7 million for the year ended December 31, 2023, as compared to $2.6 million for the year ended December 31, 2022. The increase was primarily attributable to higher production taxes on oil and gas and skim oil royalties due to increased additional upstream production wells drilled and completed on our mineral acreage and increased produced water handling activity on our surface for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

General and administrative expense. General and administrative expense, excluding share-based compensation expense, decreased by $0.3 million, or 5%, to $5.1 million for the year

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ended December 31, 2023, as compared to $5.4 million for the year ended December 31, 2022. The decrease was primarily attributable to lower professional services fees of $0.7 million for cancelled acquisitions and audit and tax services and lower employee compensation expense of $0.2 million related to short-term variable compensation offset by $0.6 million in increased corporate shared services allocation from WaterBridge. General and administrative expense, inclusive of share-based compensation, decreased by $53.9 million, or 149%, to income of $12.1 million for the year ended December 31, 2023, as compared to expense of $41.8 million for the year ended December 31, 2022. The decrease was primarily attributable to the change in share-based compensation expense of $53.6 million. Share-based compensation is associated with NDB LLC’s Incentive Units which are allocated to us. Such Incentive Units are classified as liability awards and primarily reflect the impacts of change in the liability remeasurement. See “Note 10—Share-Based Compensation” within the notes to our consolidated financial statements included elsewhere in this prospectus.

Depreciation, depletion, amortization and accretion. Depreciation, depletion, amortization and accretion increased by $2.0 million, or 30%, to $8.8 million for the year ended December 31, 2023, as compared to $6.7 million for the year ended December 31, 2022. The increase was primarily attributable to higher depletion expense of $1.4 million due to increased oil and gas royalty development activities and deprecation expense of $0.6 million related to capital expenditures associated with brackish water supply sales.

Interest expense, net. Interest expense, net increased by $3.9 million, or 126%, to $7.0 million for the year ended December 31, 2023, as compared to $3.1 million for the year ended December 31, 2022. The increase was primarily attributable to additional principal borrowings under our credit facility during the year ended December 31, 2023, as compared to the year ended December 31, 2022. See “—Liquidity and Capital Resources” for additional information regarding the Company’s debt instruments and interest expense.

Income tax expense. Income tax expense increased by $0.2 million, or 126%, to $0.4 million for the year ended December 31, 2023, as compared to $0.2 million for the year ended December 31, 2022. The increase was primarily attributable to higher Texas franchise tax related to increased taxable income. See “Note 7—Income Taxes” within the notes to our consolidated financial statements included elsewhere in this prospectus.

Liquidity and Capital Resources

Overview

Historically, our primary sources of liquidity have been capital contributions from NDB LLC, cash flows from operating activities and borrowings under the prior credit facility (and upon our refinancing of our prior term loan facility in July 2023, with borrowings under our credit facility). Following the completion of this offering, we expect our primary sources of liquidity to be cash flows from operating activities and, if required, proceeds from borrowings under our credit facility. We expect our primary liquidity and capital requirements will be for our operating expenses, servicing of our debt, the payment of dividends to our shareholders, if any, general company needs and investing in our business, including the potential acquisition of additional surface acreage, such as the Acquisitions. We believe that we will be able to fully fund our ongoing capital expenditures, working capital requirements and other capital needs for the foreseeable short-term and long-term future through cash on hand and cash flows from our operating activities. Although we believe that we will be able to fully fund our ongoing capital expenditures, working capital requirements and other capital needs for the foreseeable future through cash on hand and cash flows from our operating activities, we may choose to use borrowings under our credit facility to finance our operating and investing activities. See “—Debt Instruments—Credit Facility.”

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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 March 31, 2024, we had a deficit in working capital, defined as current assets less current liabilities, of $7.4 million, and we had cash and cash equivalents of $8.9 million. As of December 31, 2023, we had working capital of $25.2 million and cash and cash equivalents of $37.8 million.

Cash Flow

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

Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023

	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
	(In thousands)
Consolidated Statement of Cash Flow Data:
Net cash provided by operating activities	$	17,215		$	11,905
Net cash used in investing activities		(55,161	)		(1,609	)
Net cash (used in) provided by financing activities		9,015			(14,631	)
Net decrease in cash and cash equivalents and restricted cash	$	(28,931	)	$	(4,335	)

Net Cash Provided by Operating Activities. Net cash provided by operating activities increased $5.3 million to $17.2 million for the three months ended March 31, 2024, as compared to $11.9 million for the three months ended March 31, 2023. The increase was primarily attributable higher net income, net of non-cash items, of $1.6 million and an increase related to working capital accounts of $3.7 million for three months ended March 31, 2024, as compared to the three months ended March 31, 2023.

Net Cash Used in Investing Activities. Net cash used in investing activities increased $53.6 million to $55.2 million for the three months ended March 31, 2024, as compared to $1.6 million for the three months ended March 31, 2023. The increase was attributable acquisition-related expenditures of $55.1 million consisting of the purchase of Lea County Ranches and the deposits on the Speed Ranch and East Stateline Ranch, offset by lower capital expenditures, primarily supporting brackish water supply sales, of $1.5 million for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023.

Net Cash Provided by Financing Activities. Net cash provided by financing activities increased $23.6 million to $9.0 million for the three months ended March 31, 2024, as compared to cash used in financing activities of $14.6 million for the three months ended March 31, 2023. For the three months ended March 31, 2024, cash provided by financing activities consisted of $10.0 million of debt borrowings, net of repayments, associated with the Lea County Ranches acquisition, offset by deferred offering costs of $0.9 million. For the three months ended March 31, 2023, cash used in financing activities was attributable to member distributions of $13.0 million and by debt repayments of $1.6 million.

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Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

	Year Ended December 31, 2023			Year Ended December 31, 2022
	(In thousands)
Consolidated Statement of Cash Flow Data:
Net cash provided by operating activities	$	53,042		$	20,500
Net cash used in investing activities		(2,772	)		(11,672	)
Net cash (used in) provided by financing activities		(37,798	)		3,269
Net increase in cash and cash equivalents and restricted cash	$	12,472		$	12,097

Net Cash Provided by Operating Activities. Net cash provided by operating activities increased $32.5 million to $53.0 million for the year ended December 31, 2023, as compared to $20.5 million for the year ended December 31, 2022. The increase was primarily attributable to higher net income, net of non-cash items of $18.1 million, lower federal income taxes paid of $8.4 million (see “Note 7—Income Taxes” within the notes to our consolidated financial statements included elsewhere in this prospectus), and an increase related to working capital accounts of $6.0 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Net Cash Used in Investing Activities. Net cash used in investing activities decreased $9.0 million to $2.8 million for the year ended December 31, 2023, as compared to $11.7 million for the year ended December 31, 2022. The decrease was attributable to no acquisition-related expenditures for the year ended December 31, 2023 as compared to $8.4 million for the year ended December 31, 2022 and lower capital expenditures, primarily supporting brackish water supply sales, of $0.5 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Net Cash Used in Financing Activities. Net cash used in financing activities increased $41.1 million to $37.8 million for the year ended December 31, 2023, as compared to cash provided by financing activities of $3.3 million for the year ended December 31, 2022. For the year ended December 31, 2023, cash used in financing activities consisted of $105.2 million in distributions to members offset by debt borrowings, net of repayments and debt issuance costs, of $69.1 million and deferred offering costs of $1.7 million. For the year ended December 31, 2022, cash provided by financing activities was attributable to member contributions of $11.0 million offset by debt repayments of $6.6 million and distributions to member of $1.1 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. Immediately following this offering, we intend to target a net leverage ratio, which we define as the ratio of our Adjusted EBITDA to our net debt, of approximately 2.5x. Our contracts generally include inflation escalators, which, when combined with our relatively low operating and capital expenditures, tend to mitigate 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, more significant capital expenditures would be related to our acquisition of additional surface acreage, such as the Acquisitions, 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 acquisition opportunity, our cash flows from operating activities

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and our investing and financing activities. For the three months ended March 31, 2024, we incurred approximately $55.1 million for acquisition-related capital expenditures. For the year ended December 31, 2023, we incurred no costs for acquisition-related capital expenditures. We incurred approximately $429.4 million in acquisition-related capital expenditures, inclusive of approximately $1.5 million of transaction-related expenses, in connection with the consummation of the Acquisitions.

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.

If and to the extent our board of directors were to declare a cash dividend to our Class A shareholders, we currently 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 of directors. The timing, amount and financing of dividends, if any, will be subject to the discretion of our board of directors from time to time following this offering. Please see the section titled “Dividend Policy.”

Debt Instruments

Prior Credit Facility

On October 14, 2021, our subsidiary, Delaware Basin Ranches, Inc. entered into a $65.0 million credit agreement (as amended, our “prior credit facility”) that was scheduled to mature on October 1, 2028. As of December 31, 2022, we had $57.4 million of outstanding borrowings under our prior credit facility, with $0.3 million of accrued interest payable. The borrowings under our prior credit facility were repaid in full with borrowings under our new credit facility.

Credit Facility

On July 3, 2023, DBR Land and certain of our other subsidiaries entered into a credit facility providing (i) a $100.0 million term loan and (ii) a $50.0 million revolving credit facility, each of which matures on July 3, 2027. In connection with entering into our credit facility, we borrowed $100.0 million under the term loan facility and $25.0 million under the revolving credit facility. Net proceeds from these borrowings were used to repay the $49.4 million outstanding under our prior credit facility and to make a distribution of $72.9 million to NDB LLC. In connection with the Acquisitions, we entered into the Credit Agreement Amendment, which, among other things, increased (i) the four-year term loan facility to $350.0 million and (ii) the four-year revolving credit facility to $75.0 million. Following our entry into the Credit Agreement Amendment, we borrowed approximately $265.0 million under our term loan facility to pay a portion of the purchase price of each of the Acquisitions. Our credit facility is secured by a first-priority lien on substantially all of our assets and guaranteed by DBR Land and our restricted subsidiaries (other than certain immaterial subsidiaries).

Our credit facility includes certain affirmative and restrictive covenants common in such agreements that apply to DBR Land and its subsidiaries. See “Note 8—Debt” within the notes to our consolidated financial statements and included elsewhere in this prospectus for further information with respect to such affirmative and restrictive covenants.

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

We may elect for outstanding borrowings under our credit facility to accrue interest at a rate based on either (i) a forward-looking term rate based on the secured overnight financing rate (“Term SOFR”) plus 0.10%, or (ii) the base rate, in each case plus an applicable margin. Borrowings under our credit facility accrue interest based on a five-tiered pricing grid tied to our current leverage ratio. Prior to the date of the closing of this offering, (i) the applicable margin ranges from 3.00% to 4.00% in the case of Term SOFR loans and letter of credit fees, and 2.00% to 3.00% in the case of base rate loans, and (ii) commitment fees accrue at 0.50%. From and after consummation of this offering, (i) the applicable margin ranges from 2.75% to 3.75% in the case of Term SOFR loans and letter of credit fees, and 1.75% to 2.75% in the case of base rate loans, and (ii) commitment fees range from 0.375% to 0.50%. Our credit facility is 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 facility as guarantors, and all outstanding equity interests issued by DBR Land, which are held by OpCo.

Subject to certain exceptions and materiality qualifiers, our credit facility includes 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 and material agreements. Our credit facility allows us to make cash dividends to our shareholders from and after the occurrence of this offering so long as (i) no default or event of default exists or would result therefrom, (ii) the pro forma leverage ratio is less than 3.25:1.00 and (iii) pro forma liquidity is at least $10 million.

In addition, we are required to comply the following financial maintenance covenants: (i) a maximum leverage ratio as of the last day of each fiscal quarter of no greater than 3.50:1.00 for the period of four consecutive fiscal quarters ending prior to the consummation of this offering, or 4.00:1.00 for the period of four consecutive fiscal quarters ending on or after the date of the closing of this offering (subject, in either case, to a 0.50:1.00 leverage step-up for any “qualified acquisition” for the fiscal quarter in which such “qualified acquisition” occurs and the immediately following two fiscal quarters, at DBR Land’s election, subject to a cap of 0:50:1.00 on such step-up regardless of the total number of “permitted acquisitions” and certain other limitations set forth therein), subject to an additional step up of 0.25 for the second quarter of 2024 in connection with consummation of the East Stateline Acquisition, the fiscal quarter in which the “qualified acquisition” occurs if such “qualified acquisition” is consummated on or about the effective date of the Credit Facility Amendment; (ii) a minimum interest coverage ratio of at least 2.75 to 1.00 as of the last day of each fiscal quarter ending on or after the date of the closing of this offering; and (iii) a minimum debt service coverage ratio of at least 1.25 to 1.00 as of the last day of each fiscal quarter ending prior to the date on which this offering is consummated. In addition, the credit facility requires DBR Land to repay borrowings under the credit facility in connection with the consummation of this offering in an amount equal to the lesser of (i) the amount necessary to reduce the principal amount of loans outstanding under the credit agreement to not greater than $300 million or (ii) the amount necessary to reduce the leverage ratio on a pro forma basis to not greater than 3.00 to 1.00.

In addition, concurrently with the issuance of stock or other equity interests prior to or as part of this offering, DBR Land shall be required to prepay loans in an amount equal to the lesser of (i) the amount necessary to reduce the principal amount of loans outstanding under the credit agreement to not greater than $300 million or (ii) the amount necessary to reduce the leverage ratio on a pro forma basis to not greater than 3.00 to 1.00, which prepayment shall be applied (a) first, to repayment of

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$75 million of term loans and (b) any remainder to be applied among the remaining principal balance of the term loans and revolving loans in such proportions as DBR Land may specify in writing to the administrative agent prior to or concurrently with such prepayment.

Our credit facility contains 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 facility (subject to the cure provisions set forth therein). During the existence of an event of default (as defined under our credit agreement), the Agent, with the consent of or at the direction of the requisite 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 facility to be immediately due and payable.

As of March 31, 2024, we had $140.0 million of outstanding borrowings consisting of $50.0 million of revolving credit borrowings and $90.0 million of term loan borrowings. The weighted average interest rate on the total amount of borrowings outstanding under new credit facility as of March 31, 2024 was 8.59% in the case of revolving credit borrowings, and 8.45% in the case of term loan borrowings. We are currently in compliance with all affirmative and negative covenants under our new credit facility.

Quantitative and Qualitative Disclosure about Market Risk

We are exposed to market risks, which includes the effects of adverse changes in commodity prices and counter-party 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 counter-party 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.

Commodity Price Risks

One of our major market risk exposures relates to the prices that our customers receive for the oil and natural gas produced from, or serviced on, our land. The market for the use of our land and its resources is indirectly exposed to fluctuations in the price of oil and natural gas, to the extent such fluctuations impact drilling, completion and production activity levels and thus impact the activity levels of our customers in the exploration and production and oilfield services industries. Realized prices are primarily driven by the prevailing prices for oil and natural gas in the United States. We are also directly exposed to these risks with respect to revenues we receive from the oil and natural gas interests. Pricing for oil and natural gas has been volatile and unpredictable for several years, and we expect this volatility to continue in the future.

During the past five years, the Henry Hub spot market price for natural gas has ranged from a low of $1.25 per MMBtu in March 2024 to a high of $23.86 per MMBtu in February 2021. The posted price for WTI has ranged from a low of negative $36.98 per barrel in April 2020 to a high of $123.64 per barrel in March 2022. As of December 31, 2023, the Henry Hub spot market price of natural gas was $2.58 per MMBtu and the posted price for oil was $71.89 per barrel. Lower prices may not only decrease our revenues, but also potentially the amount of oil and natural gas that our customers can produce or service economically. We expect this market will continue to be volatile in the future. A substantial or extended decline in commodity prices may adversely affect our results of operations, cash flows and financial position.

We do not currently intend to hedge our indirect exposure to commodity price risk. We may in the future enter into derivative instruments, such as collars, swaps and basis swaps, to partially mitigate

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the impact of commodity price volatility. These hedging instruments would allow us to reduce, but not eliminate, the potential effects of the variability in cash flow from operations due to fluctuations in oil and natural gas prices.

Market Risks

Demand for the use of land and resources are largely dependent upon the level of activity in the energy industry in the Permian Basin. These activity levels are influenced by numerous factors over which we have no control, including: the supply of and demand for oil and natural gas; the level of prices, and expectations about future prices of oil and natural gas; the cost of exploring for, developing, producing and delivering oil and natural gas; the expected rates of declining current production; the discovery rates of new oil and natural gas reserves; available pipeline, rail and other transportation capacity; weather conditions; domestic and worldwide economic conditions; political instability domestically, as a result of the fall 2024 U.S. presidential election and congressional elections or otherwise, and in oil-producing countries; environmental regulations; technical advances affecting energy consumption; the transition to a low-carbon economy; the price and availability of alternative fuels; technological advancements in the production of alternative energy; the ability of energy companies to raise equity capital and debt financing; and merger and divestiture activity among energy companies.

The level of U.S. energy production, including oil and natural gas development activity, is volatile. Any prolonged and substantial reduction in oil and natural gas prices would likely affect development and production activity levels and therefore affect demand for oil and natural gas and the use of our land and resources. A material decline in energy, including oil and natural gas, prices or Permian Basin activity levels could have an adverse effect on our results of operations, cash flows and financial position.

Counter-party and Customer Credit Risks

We are subject to risks of loss resulting from nonpayment or nonperformance by our counter-parties and customers of their contractual obligations. Our principal exposure to credit risk is through receivables generated by the activities of customers on our land. The inability or failure of our significant customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results. We examine the creditworthiness of any counter-party and customer and monitor our exposure to such counter-parties and customers through credit analysis, and monitoring procedures, including reviewing credit ratings, financial statements and payment history. For the year ended December 31, 2023, three customers accounted for approximately 15%, 14%, and 13% of our total revenues, respectively. For the year ended December 31, 2022, we had two customers that accounted for approximately 12% and 12% of our total revenues, respectively. No other customer accounted for more than 10% of total revenues. However, we believe that the credit risk associated with our counter-parties and customers is acceptable.

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 facility 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 facility.

As of March 31, 2024, we had $140.0 million of outstanding borrowings consisting of $50.0 million of revolving credit borrowings and $90.0 million of term loan borrowings. The weighted average interest

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rate on the borrowings outstanding under our credit facility as of March 31, 2024 was 8.59% in the case of revolving credit borrowings, and 8.45% 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 approximately $1.4 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 Facility.”

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and disclosures of contingent assets and liabilities. We consider our critical accounting estimates those that require subjectivity and that could inherently influence our financial result based on changes in those estimates. See Note 2 – Summary of Significant Accounting Policies and Basis of Presentation and Consolidation within the notes to our consolidated financial statements included elsewhere in this prospectus.

Share-Based Compensation

We account for share-based compensation expense for incentive units granted at NDB LLC in exchange for employee services. Our management and employees currently participate in one share-based incentive unit plan, managed by NDB LLC. The management incentive units consist of time-based awards of profits interests in NDB LLC (the “Incentive Units”).

The Incentive Units represent a substantive class of equity of NDB LLC and are accounted for under ASC Topic 718, Compensation – Stock Compensation. Features of the Incentive Units include the ability for NDB LLC to repurchase Incentive Units during a 180-day option period, whereby the fair value price is determined as of the termination date, not the repurchase date, which temporarily takes away the rights and risks and rewards of ownership from the incentive unit holder during the option period. Under ASC 718, a feature for which the employee could bear the risks, but not gain the rewards, normally associated with equity ownership requires liability classification. NDB LLC classifies the Incentive Units as liability awards. The liability related to the Incentive Units is recognized at NDB LLC as the entity responsible for satisfying the obligation. Share-based compensation income or expense allocated to us is recognized as a deemed non-cash contribution to member’s equity or distribution from member’s equity on the consolidated balance sheet. The share-based compensation income or expense is recognized consistent with NDB LLC’s classification of a liability award resulting in the initial measurement, and subsequent remeasurements, recognized ratably over the vesting period.

The Incentive Units’ value is derived from a combination of its threshold value and the total value of the incentive pool. The value of the incentive pool is determined by taking the total value returned to NDB LLC’s Series A unit holders and allocating such value between the NDB LLC Series A unit holders and the incentive pool based on a return-on-investment waterfall. The total value returned constitutes any cash or property distributed by us, or other NDB LLC subsidiaries, to NDB LLC Series A unit holders. The total incentive pool is determined by summing the discrete incentive unit burden of each NDB LLC Series A unit holder. Value allocation within the incentive unit pool is impacted by incentive unit threshold values but the aggregate value of the incentive pool is based solely on the return-on-investment waterfall. The Incentive Unit liability is only applicable to NDB LLC Series A unit holders and subsequently any future dilutive impact is limited to NDB LLC’s ownership of us. Any future equity investments made at the Company, or other NDB LLC subsidiaries, are not subject to the dilution from the impact of the incentive unit pool.

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At the end of each reporting period, NDB LLC’s Incentive Units are remeasured at their fair value, consistent with liability award accounting, using a Monte Carlo Simulation. The Monte Carlo Simulation requires judgment in developing assumptions, which involve numerous variables. These variables include, but are not limited to, the expected unit price volatility over the term of the awards, the expected distribution yield and the expected life of incentive unit vesting. The vested portion of NDB LLC’s Incentive Unit liability is allocated pro rata to us, and other NDB LLC subsidiaries, as share-based compensation income or expense on the consolidated statements of operations. The allocation is based on our contribution to the aggregate equity value derived in NDB LLC’s business enterprise valuation.

We update our assumptions each reporting period based on new developments and adjusts such amounts to fair value based on revised assumptions, if applicable, over the vesting period.

The risk-free rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of each award and updated at each balance sheet date for the time period approximating the expected term of such award. The expected distribution yield historically is based on no previously paid distributions and no intention of paying distributions on the Incentive Units for the foreseeable future.

Due to not having sufficient historical volatility, we utilize the historical volatilities of publicly traded companies that are similar to us in size, stage of life cycle and financial leverage. We will continue to use this peer group of companies unless a situation arises within the group that would require evaluation of which publicly traded companies are included or once sufficient data is available to use our own historical volatility. For criteria dependent upon a change in control, we will not recognize any incremental expense until the event occurs. Differences between actual results and such estimates could have a material effect on the financial statements.

Revenue Recognition

Oil and gas royalties

Oil and gas royalties are received in connection with oil and natural gas mineral interests owned by the Company. 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 includes variable consideration that is dependent upon market prices for oil and gas, and producer specific location and contractual price differences. As a result, our oil and gas royalty revenues are typically constrained at the inception of the contract but will be resolved once volumes are produced and settled. Oil and gas royalty payments are typically received one to three months following the month of production. We accrue oil and gas royalties produced but not yet paid based on the historical or estimated royalty interest production and current market prices, net of estimated location and contract pricing differentials. The difference between estimated and actual amounts received for oil and gas royalties are recorded in the period the payment is received.

We monitor drilling and completion activity on our net mineral acreage position from publicly available sources to identify when new royalty interest production may be coming online. We estimate our royalty interest ownership in new production wells based on our assessment of available information. Ultimate determination of division order interest from the operator could results in amounts that differ from our initial estimates. The differences related to estimated interest estimated and actual division order interest are recorded in the period in which final division orders are issued or in the period in which the initial payment is received.

During the three months ended March 31, 2024 and 2023, we accrued $1.7 million and $1.2 million of oil and gas royalties in our consolidated statements of operations, respectively. During the years ended December 31, 2023 and 2022, we accrued $3.2 million and $4.8 million of oil and gas royalties in our consolidated statements of operations, respectively.

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Recently Issued Accounting Pronouncements

We adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), on January 1, 2023, which changed how we account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The adoption of this did not have a significant impact on our financial statements.

We adopted ASU 2016-02, Leases (Topic 842), and subsequent amendments thereto on January 1, 2022, with no retrospective adjustments to prior periods. The adoption of the standard had no impact on our consolidated balance sheets, consolidated statements of operation or consolidated statement of cash flows. We have elected the practical expedients to (1) carryforward prior conclusions related to lease identification and classification for existing leases, (2) combine lease and non-lease components of an arrangement for all classes of leased assets, (3) omit short-term leases with a term of 12-months or less from recognition on the balance sheet and (4) carryforward our existing accounting for land easements not previously accounted for as leases.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280). This guidance requires a public entity, including entities with single reportable segment, to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. We plan to adopt this guidance and conform with the applicable disclosures retrospectively when it becomes mandatorily effective for our annual report for the year ending December 31, 2024.

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 conform with the disclosure requirements when it becomes mandatorily effective for our annual report for the year ending December 31, 2025.

Internal Controls and Procedures

We are not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a reporting issuer, we will be required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act, which will require 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 after we become a public company.

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. Please see “Summary—Emerging Growth Company and Smaller Reporting Company Status” for more information.

Off Balance Sheet Arrangements

We currently have no material off-balance sheet arrangements.

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INDUSTRY

Our land holdings are strategically located in and around the Delaware Basin in Texas and New Mexico, the most active oil and natural gas producing region of the prolific Permian Basin. The Permian Basin is among the most economic, liquids-rich hydrocarbon resources in the United States. Activity in the region is dominated by large, generally publicly listed, well-capitalized producers. A significant number of well locations are available to drill on or near our surface acreage at prices of $75 per barrel WTI NYMEX for oil and $3.00 per MMBtu Henry Hub NYMEX for natural gas. Due largely to these favorable economics, there were 298 running rigs in the Permian Basin as of April 30, 2024, representing 49% of all rigs running in the United States, according to public data sourced from Enverus. Of the 299 rigs running in the Permian Basin, approximately 68% were operated by publicly-listed companies and approximately 61% were operated by investment-grade rated companies.

Given the amount of sustained drilling activity in the region, total oil production in the Permian Basin has increased at a CAGR of 16% from 2016 through 2023, while water production has increased at a CAGR of 12% during the same time period, according to Enverus.

Permian Basin Average Daily Oil and Water Production from 2016 – 2023

Source: Enverus

According to Enverus, total Delaware Basin oil production has increased at a CAGR of 24% from 2016 through 2023, while water production has increased at a CAGR of 22% during the same time period. Furthermore, the Northern Delaware Basin is capturing a growing share of production activity in the Permian Basin. According to Enverus and B3 Insights, water production is expected to reach ~12 million barrels per day by 2025. This drilling activity and production has required a significant build out of related infrastructure in the region and for a large amount of surface acreage to support operations.

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Source: Enverus; Active Rigs and TIL data based on the Delaware Basin boundary as provided by Enverus.

Surface acreage is a critical component of energy development and production. Access to expansive surface acreage is necessary for oil and natural gas development, solar generation, power storage projects and hydrogen development. In addition to the land required for the development and installation of energy producing assets, there is a significant industrial economy that exists to service and support energy development.

Due to the location of our land in and around the Delaware Basin, the majority of our current revenues are generated from the hydrocarbon value chain. The infrastructure that our customers have constructed on our acreage to support the development and production of oil and natural gas, attracts additional infrastructure development and new businesses that can take advantage of that existing infrastructure to pursue additional commercial opportunities. For example, the existence of electrical and telecommunications infrastructure and roads generate revenue for us and allow for other uses of our acreage, which generate additional fees from the use of our land and its resources. Our land also contains critical resources for oil and natural gas development that we sell or lease to our customers, including brackish water, sand and subsurface pore space for produced water injection.

Hydrocarbon Value Chain

Access to surface acreage is critical to all stages of hydrocarbon production, which includes well site preparation, drilling and completion and long-term production. We believe that areas on and around our surface acreage have a deep inventory of economically competitive undrilled well locations that will require long-term access to our surface acreage and its resources by our customers. According to NSAI as of April 30, 2024, approximately 22,196 identified well locations across eight formations exist within a 10-mile radius of our surface acreage, assuming $75 per barrel WTI NYMEX pricing and $3 per MMBtu Henry Hub NYMEX pricing. Assuming an average rig count of 98.7 rigs (based on average over the last six quarters through March 31, 2024, according to Enverus) and 25 days from spud-to-spud, the 22,196 identified well locations translate to 29 years of inventory life. We believe that as more well locations are identified and developed on and around our surface acreage, activity on our surface acreage has the potential to grow, as each additional well location will potentially generate (i) wellsite preparation revenue streams for locations on our land and (ii) drilling and completion and long-term production revenue streams for locations on and around our land, although there is no guarantee that we will generate additional revenue from a given well location that is not on our surface acreage, as we will compete with other landowners to provide the necessary resources for operations off-site of our land. In addition, readers are cautioned that we present information regarding identified drilling locations as a general indication of the potential growth of activity on our surface acreage and not as an indication of growth in our revenues from our mineral and

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royalty interests. For more information regarding our mineral and royalty interest, see “Business—Our Assets—Mineral Interests.” Identified well locations on and surrounding our surface acreage is detailed in the table below.

Identified Well Locations

	Our Acreage				5-Mile Radius				10-Mile Radius
	Total Locations		Inventory Years		Total Locations		Inventory Years		Total Locations		Inventory Years
Identified Well Locations		2,686		36		23,783		32		22,196		29
Rigs within Area		5.2				50.3				98.7

Note: $75 per barrel WTI NYMEX and $3/per MMBtu Henry Hub NYMEX

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Surface Acreage within Five-mile Radius and 10-mile Radius

Source: NSAI and Enverus.

We believe that the remaining economic inventory of undrilled wells on our acreage will result in continued oil and natural gas development activity on and near our surface acreage. Produced water naturally exists in underground formations and is brought to the surface during crude oil and natural gas production. Produced water is produced throughout the entire life of the well and is of particular importance to operators in the Permian Basin generally and the Delaware Basin in particular given the amount of produced water significantly exceeds the amount of the related oil and natural gas production. Specifically, for every barrel of oil produced in the Delaware Basin from 2016 to 2023, on

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average approximately four barrels of associated water were produced according to Enverus. Produced water volumes have increased as hydrocarbon production has increased in the Delaware Basin over the last several years. From 2016 to 2023, produced water in the Delaware Basin grew from approximately 2.6 MMBbl/d to approximately 10.7 MMBbl/d, a CAGR of 22%. Produced water must be reliably separated, handled and recycled or disposed in order for these wells to be brought online and remain in production, driving continuing demand on our acreage. These growing produced water volumes on and around our surface acreage will require customers to access and use our surface acreage throughout all stages of energy development and production.

Hydrocarbon Supply Chain: Surface Overview

Wellsite Preparation: Prior to drilling a well, the producer will identify the location for a wellsite. In order to prepare the wellsite for the required drilling rig, trucks and equipment, the producer will build roads to access the wellsite and a well pad for the drilling and hydraulic fracturing operations and future wellbores. During the wellsite preparation phase, we generate revenues from the following:

• Sales of Caliche: Producers use caliche, which is a mineral deposit of gravel, sand and nitrates, to build roads to access the wellsite and a well pad to allow wellbores to be drilled, completed and equipped for oil and natural gas production. Caliche can also be used for the construction of highways and other infrastructure projects. Caliche that is purchased from our land can be used for activities on, or in the general vicinity of, our land.

• Surface Use Payments for Utility, Telecommunications, Pipeline, Well Pad and Road Easements: Numerous easements are needed from the surface owner in the preparation of a wellsite, including for electrical and telecommunications infrastructure to provide power and communications to supporting facilities and equipment, pipelines to transport oil, natural gas and produced water, well pads for the equipment and facilities necessary for drilling and completion activities and roads to provide access to the wellsite.

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Drilling and Completion: Once the producer drills a well, it uses hydraulic fracturing to complete that well prior to production. During this process, the producer pumps significant amounts of water and sand into the wellbore under high pressure to fracture the formation and stimulate production. Producers are often obligated to purchase the water, and sometimes the sand, used for hydraulic fracturing from the owner of the surface acreage on which they are operating. During drilling and completion, we generate fees from the following:

• Fees from Brackish Water Sales: Producers purchase brackish water from us to use in hydraulic fracturing. This water can be used for completions on, or in the general vicinity of, our land.

• Fees from Sand Mining: We have leased portions of our land for the development of sand mines. The sand mine operators pay us a fee per ton of sand extracted, which is generally used in hydraulic fracturing. Our sand mine customers are also required to purchase water from us that is used in their mining operations. The sand that is mined on our acreage can be used for completions throughout the Delaware Basin.

Over the past several years, producers have been consistently increasing the lateral lengths of the wells they are drilling and completing. The longer the lateral, the more sand and water that is needed to hydraulically fracture the well. As a result, the average well in the Delaware Basin has increased the average water usage per well from 227 MBbl of total water pumped in 2016 to 468 MBbl of total water pumped in 2023 and increased average proppant (sand) usage per well from 10 million pounds of total proppant (sand) usage in 2016 to 22 million pounds of total proppant (sand) usage in 2023.

Delaware Basin per Well Averages from 2016 – 2023

Source: Enverus

Long-Term Production: Following the completion of a well, water, oil and natural gas are produced and separated into individual streams as they exit the well. This production stream may continue for decades, depending on the characteristics of the specific well. During the production phase, we generate fees from our customers from the following:

• Fees from Water Handling: Following the separation of the produced water from oil and natural gas into individual streams, the produced water is transported away from the well, primarily through pipelines. Wells in the Delaware Basin produce on average approximately four barrels of water for each barrel of oil, with that ratio often increasing over the lifetime of the well. Additionally, deeper formations that producers have been increasingly targeting, such as the Wolfcamp B and Wolfcamp C, typically have higher water-to-oil production ratios relative to

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the formation that is currently the most commonly drilled, the Wolfcamp A. According to NSAI, the water-to-oil ratio average per well location within a 10-mile radius of our acreage is 4.5 for Wolfcamp B and 6.2 for Wolfcamp C locations compared to 3.5 for Wolfcamp A locations and 4.1 for our Bone Spring locations. Additionally, the water volumes on average per location within a 10-mile radius of our acreage are 29% and 76% higher for Wolfcamp B and Wolfcamp C locations, respectively, compared to Wolfcamp A locations. WaterBridge and other operators of produced water handling facilities located on our surface acreage pay us a fee for each barrel of water handled and skim oil recovered on our land. Much of the produced water handled on our land originates from wells that are not located on our acreage. We believe our land supports over 3.5 million barrels per day of produced water handling capacity as of May 25, 2024, assuming 25,000 barrels per day produced water handling permits and one-mile spacing between all future produced water handling facilities (permit availability and water injection capacity subject to the applicable government regulatory authority). As of May 25, 2024, WaterBridge and other producers operated approximately 650,000 bpd of existing produced water handling capacity on the western portion of our Stateline Position and 435,000 barrels per day operating capacity on the eastern portion of our Stateline Position. We believe the geology underlying our land supports additional produced water handling capacity of approximately 1.1 million barrels per day on the western portion of our Stateline Position, approximately 1.5 million barrels per day on the eastern portion of our Stateline Position, and an approximately 1.0 million barrels per day on our Northern Position.

Water-Oil-Ratio (Average Life of Well)

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Source: Enverus

• Royalties from Oil and Natural Gas Production: We own approximately 8,000 net royalty acres. When hydrocarbons are produced from wells in which we have leased our mineral interests, we are entitled to receive a royalty payment based on a percentage of the revenue generated from the sales of the hydrocarbons.

• Pipeline Right-of-Way Payments: We receive payments from pipeline operators as compensation for providing a right-of-way for a pipeline to cross our land. Given the amount of oil and natural gas activity in the region, we have a significant number of pipelines that cross our land. In addition to one-time up-front payments, midstream operators must also pay fees for a renewal every five to 10 years, depending on the terms of the particular agreement. If a midstream operator elects not to pay the renewal, it is required to remove the pipeline and restore the right-of-way, which, together with any continued need for the pipeline to continue to operate the underlying business, provides a significant incentive to renew the right-of-way.

• Lease Fees for Processing Plants: Midstream operators need access to land in order to build plants that process wet gas into residue gas and NGLs. As gas-to-oil ratios have been rising, the amount of gas produced in the Permian Basin has also increased. As a result, in April 2024, there were 13 processing plants under construction (or planning an expansion) in the Permian Basin, including 10 in the Delaware Basin. A processing plant typically requires 20-40 acres, of land and also results in the need for related pipeline and other infrastructure. We anticipate that we will lease our land to midstream operators to construct new processing plants, and we are currently in negotiations to lease a portion of our acreage for the construction of a new processing plant on our land.

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Other Land Uses

Certain areas of our surface acreage are adjacent to major highways and transmission lines, and as a result, we believe that there will be significant opportunities to drive additional uses of our land, which may generate additional surface acreage payments over time. Payments from such opportunities will be determined on a case-by-case basis, taking into account the type of activity, size of the activity and resources used, among other things. As shown below, we have identified and are currently pursuing opportunities to receive surface use payments for the following existing and potential future uses of our land:

Future Growth Strategy & Water Handling Facility Map

• Solar Power Generation: According to BloombergNEF, solar energy capacity in the United States will increase from 17.3 GW in 2023 to 49.6 GW by 2030, an increase of 188%. According to the EIA, Texas currently accounts for the second most solar power of any state at roughly 15 GW, only behind California with just over 16 GW. Our expansive land position provides an attractive location for solar development, in part, due to the existing electric transmission lines and other infrastructure in the region that have historically served oil and natural gas power needs. The area also has favorable solar irradiance, local power demand from oil and natural gas activity, a favorable regulatory environment and flat arid land that promotes development. We are actively discussing opportunities with solar project developers to develop future solar projects on our surface acreage. Through our subsidiary, DBR Solar, and our consulting partners, we are permitting the construction of one facility with 250-megawatts of solar generation capacity on our Southern Position. We will evaluate the potential sale of the project after the completion of the Full Interconnection Study (“FIS”) with ERCOT of which we have received the facilities portion of the FIS from American Electric Power Texas and a first draft of the Standard Generation Interconnection Agreement as of April 2024. We expect to receive the remaining portions of the FIS report by the end of the second quarter of 2024. Once acquired by a solar operator, we expect site planning and construction to start immediately, and first power to be generated in late 2025 or early 2026. We have identified an additional 1,000 acres of land adjacent to the 250 megawatt project, which we believe could support a second phase with an estimated 120 megawatt of additional solar power generation.

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We expect to receive an upfront, one-time payment from the sale of these solar projects, as well as fees associated with the use of our land during the construction period and long-term operation of the solar projects.

Direct Normal Solar Irradiance

Source: National Renewable Energy Laboratory, U.S. Department of Energy

• Crypto Currency Mining and Data Centers: In recent years, crypto currency miners and data center operators have established operations in the Permian Basin to take advantage of lower power prices. ERCOT has classified crypto currency mining operations and data centers as Large Flexible Loads (“LFLs”), citing recent growing demand from this new industrial load type. ERCOT has observed a large load simultaneous peak consumption of approximately 2.5 GWs as of March 2024, with 4.5 GWs approved to energize. Specifically for LFLs, between March 2023 and March 2024, loads with planning studies approved has increased 62%, while LGL approved to energize increased 57%. Additionally, ERCOT’s interconnection queue of LFL projects include approximately 9.8 GWs for planning studies approved and 618.3 GW under ERCOT review by 2027. Crypto currency mining and data centers can also require significant volumes of water to keep the servers cool. According to a study published by Berkeley National Laboratory, on-site water consumption for data centers is estimated at 0.46 gallons per kWh of total data center site energy use. We have the opportunity to receive a fee for water supplied to crypto currency mining and data centers for this purpose.

• Non-Hazardous Oilfield Reclamation and Solid Waste Facilities: Our affiliate, Desert Environmental, recently commenced operations at two non-hazardous oilfield reclamation and solid waste facilities for oilfield waste on our land. We believe that our surface acreage is attractive for the construction of additional remediation facilities, given our proximity to various sources of energy production and related services activity and major roadways in the area, which allow easy access for the transportation of waste products.

• Commercial Fueling Stations: We have an existing commercial fueling station on our land and we are currently pursuing opportunities to build commercial fueling stations on our land adjacent to interstates and highways. Given the amount of energy-related vehicle traffic in the region, there is significant demand along major thoroughfares for such fueling stations.

Other surface acreage uses that we believe present opportunities longer-term include:

• Power Storage: Due to the intermittent nature of solar and wind energy, production areas reliant on renewable energy generation must have long-duration storage capabilities. Energy

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storage can provide more effective use of intermittent solar and wind energy resources. Pairing or co-locating an on-grid energy storage system (“ESS”) with wind and solar energy power plants can provide supplemental power supply when direct generation is limited and store excess power when generation exceeds demand or capacity. ESSs also allow for storing and using renewable energy where there is no access to an electric grid. As of April 2024, the EIA reported Battery ESS projects in various stages of development have combined nameplate power capacity additions of approximately 33,000 megawatt planned for installation in 2024 through 2028. Additionally, as of April 2024, one natural gas compressed-air storage system, located in Texas, with approximately 317 megawatt nameplate capacity is planned for completion in 2027 according to the EIA. We are currently developing relationships with power storage and battery project developers who are interested in exploring projects on our land.

• Water Treatment: Due to the amount of produced water generated in the Delaware Basin and certain initiatives in the oil and natural gas industry to identify alternatives to the handling of produced water, we are currently in discussions with developers of water treatment and desalination facilities that treat and/or desalinate produced water for beneficial reuse, which could include using treated water to irrigate non-food crops.

• Hydrogen Production: According to BloombergNEF, proposed hydrogen capacity in the United States will increase from approximately 0.3 Mt-H₂ / year in 2023 to approximately 4.0 Mt-H₂ / year in 2030, an increase of over 1,200%. The Permian Basin is an attractive region for future hydrogen development given the abundance of resources necessary for hydrogen production along with existing infrastructure. Natural gas can be used to produce blue hydrogen when combined with carbon capture, and hydrogen production is water intensive. The Permian Basin has abundant availability of natural gas and water (both produced water and brackish water). Additionally, hydrogen can be blended into existing natural gas streams for transport in existing pipelines, or existing pipes can be converted to transport hydrogen or ammonia. We have been approached by hydrogen project developers that are currently exploring hydrogen hub projects on our land.

• H2S Treatment and Storage:  Hydrogen sulfide (H₂S) is a byproduct generated from oil and gas production and is required to be separated, treated and handled via acid gas injection (“AGI”) wells. We believe our land provides an attractive position for oil and gas producers and midstream operators to develop additional H₂S handling facilities and AGI wells in order to support oil and gas development in the Delaware Basin.

• Carbon Capture and Sequestration: The Inflation Reduction Act of 2022 provides tax credits for carbon capture, utilization and storage (“CCUS”) to incentivize development of CCUS facilities. Due to the level of industrial activity in the region, there are significant opportunities to develop CCUS projects on or around our land, subject to certain restrictions, including the consent of affected mineral owners.

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BUSINESS

Company Overview

Land is critical to energy development and production. We own approximately 220,000 surface acres in and around the Delaware sub-basin in the prolific Permian Basin, which is the most active region 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, data centers and non-hazardous oilfield reclamation and solid waste facilities. Further, the significant industrial economy that exists to service and support energy development requires access to surface acreage to support those activities. Our strategy is to actively manage our land and resources to support and encourage oil and natural gas development and other land uses that will generate long-term revenue and Free Cash Flow for us and returns to our shareholders.

The Delaware Basin is the most active oil and natural gas development and production region of the prolific Permian Basin due to the abundant remaining oil and natural gas resources and low break-even cost of development. Activity in the Delaware Basin is dominated by large, generally publicly listed, well-capitalized producers. Our land is located predominantly in the heart of the Delaware Basin, along and near the regulatory divide of the Texas-New Mexico state border, which represents some of the most productive acreage in the Delaware Basin with a high concentration of hydrocarbons and growing drilling and completion activity. We believe that our strategic location positions us to capture additional revenues from the growth in infrastructure required to facilitate the development of these resources.

We share a financial sponsor, Five Point, and our management team with WaterBridge. WaterBridge is one of the largest water midstream companies in the United States and operates a large-scale network of pipelines and other infrastructure in the Delaware Basin that, as of May 25, 2024, handled more than 2.0 million bpd of water associated with oil and natural gas production, consisting of 139 produced water handling facilities and approximately 3.4 million bpd of total handling capacity. WaterBridge operates primarily under long-term agreements with E&P companies to provide critical produced water handling throughout the full life cycle of its customers’ oil and natural gas wells. 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.

Five Point and our management team formed LandBridge to acquire, manage and expand a strategic land position in the heart of the Delaware Basin to support the development of WaterBridge’s large-scale produced water handling infrastructure and to actively manage our land and resources to support and encourage broader industrial and commercial development. Since our formation, our management and Five Point have successfully started and expanded businesses that generate new and growing revenues for us by capturing and monetizing commercial activity both on and near our land. Examples of the benefits of these relationships include WaterBridge’s strategic partnership with Devon Energy, which supports the development of significant additional infrastructure on and around our land. We believe that WaterBridge’s future growth will continue to underpin increased revenues for us, into which we have significant visibility and that requires minimal investment by us. Additionally, Five Point formed Desert Environmental to develop non-hazardous oilfield reclamation and solid waste facilities on our land. We believe Desert Environmental will provide a responsible waste disposal solution to those operating on or near our surface and generate additional revenues for us that otherwise would have gone to other landowners.

In addition to our relationships with WaterBridge and Desert Environmental, we have actively grown third-party revenues. We utilize a collaborative commercial approach with a diversified customer base to provide availability, timing and consistent terms for our customer’s development activities on

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our land. As a landowner, we benefit from these activities by charging fees and royalties based on our customers’ usage of our land and resources. Furthermore, the cost of development on our land is primarily borne by our customers, allowing us to benefit from their growth on our land while deploying minimal capital of our own. In furtherance of our strategy, we and WaterBridge entered into agreements with TPL, one of the largest landowners in Texas, to provide reciprocal crossing rights and produced water royalty and revenue sharing across an area of mutual interest that provides our customers (including WaterBridge) with greater development efficiency and enables them to increase their operations on our land. Please see “—Our Assets—Our Stateline Position” for more information related to our agreements with TPL.

We generate multiple revenue streams from the use of our surface acreage, the sale of resources from our land and oil and gas royalties.

• Surface Use Royalties and Revenues: We receive fees from our customers for the use of our surface acreage for their business operations, which currently include oil and natural gas development and production, produced water transportation and handling, pipeline and electrical infrastructure, a commercial fuel distribution facility and other commercial and industrial activities, including non-hazardous oilfield reclamation and solid waste facilities. This revenue stream will also include revenues generated from two solar facilities currently being developed on our land.

• Resource Sales and Royalties: We receive fees from the sale of resources from our land, including sales of brackish water utilized in connection with oil and natural gas well completions, and royalties from sand extracted from our land for oil and natural gas operations. These resources are used by our customers in their projects on and around our land and elsewhere throughout the Delaware Basin.

• Oil and Gas Royalties: We receive a share of recurring revenues from the production of oil and natural gas on our approximately 8,000 net royalty acres through our ownership of mineral interests, of which approximately 96% underlie our surface acreage. Other than our net royalty acres, we do not own the mineral interests that underlie our surface acreage.

A key attribute of our business model is entering into agreements under which our customers bear substantially all of the operating and capital expenditures related to their operations on our land, with minimal capital requirements of our own for both current and future commercial opportunities, resulting in the ability to create significant Free Cash Flow. The following table summarizes our financial performance for the periods shown:

	Predecessor		Pro Forma
	Year Ended December 31, 2023		Year Ended December 31, 2023
	(in thousands)
Total revenues	$	72,865	$	92,902
Net income		63,172		51,454
Adjusted EBITDA(1)		62,804		82,369
Cash flows from operating activities		53,042		—
Capital expenditures		2,783		—
Free Cash Flow/Acquisition Adjusted Free Cash Flow(1)		50,259		68,706	(2)

(1) Adjusted EBITDA, Free Cash Flow and Acquisition Adjusted Free Cash Flow are non-GAAP financial measures. See “Summary—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” for more information regarding these non-GAAP measures and reconciliations to the most comparable GAAP measures and “—Free Cash Flow, Acquisition Adjusted Free Cash Flow, Free Cash Flow Margin and Acquisition Adjusted Free Cash Flow Margin” for more information.

(2) Represents our “Acquisition Adjusted Free Cash Flow,” which we define as Free Cash Flow for the year ended December 31, 2023, as adjusted for cash provided by operating activities and cash used in investing activities of East Stateline

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Ranch for the year ended December 31, 2023, as if the East Stateline Acquisition occurred at the beginning of such period.

Active Land Management

We actively manage the commercial development of our land, seeking to maximize the long-term value of our surface acreage and our resources by identifying and developing, or supporting the development of, new uses and revenues from our land. We communicate frequently with existing and potential customers with respect to new opportunities and revenue streams from our land. Unlike landowners focused primarily on agricultural or livestock operations, we proactively promote our land as a location for commercial and industrial uses, and we offer our customers an efficient contracting process that provides a holistic solution to their operational needs.

Further, we are actively growing revenue streams beyond the hydrocarbon value chain to maximize utilization of our land and resources. As we have continued to attract and support operations on our land, the resulting infrastructure provides the opportunity to attract new businesses that can take advantage of that existing infrastructure to pursue additional commercial opportunities. For example, roads and power and other infrastructure in place on our land reduce development costs for natural gas processing facilities, crypto currency mines and data centers. We target opportunities that make the most efficient use of our surface acreage, allow the same surface acreage to be used for multiple activities and/or improve the value of the surrounding acreage, and have entered into, or are currently pursuing, primarily long-term commercial relationships with businesses focused on solar power generation, power storage, crypto currency mining and data management, as well as other renewable energy production, among other industries and applications. Similar to the other operations conducted on our land, we expect to enter into surface use or similar agreements with the owners of these projects from which we expect to receive surface use fees and other payments in connection with the utilization of our land, but we do not expect to own or operate such projects or expect to incur significant capital expenditures in connection therewith.

For the year ended December 31, 2022, we generated $33.5 million of non-oil and gas royalty revenue on our initial approximately 72,000 owned surface acres, or $465 in revenue per owned surface acre. As a result of our active management strategy, we have increased non-oil and gas royalty revenue on such 72,000 owned surface acres by 56% to $52.1 million for the year ended December 31, 2023, or $724 in revenue per owned surface acre. We measure our revenue divided by our total acreage as a performance metric, which we refer to as “surface use economic efficiency.” We believe that the Acquired Lands present an attractive opportunity to apply our active land management strategy in a similar fashion and generate attractive returns for our investors.

Land and Produced Water Relationship

Produced water naturally exists in underground formations and is brought to the surface during crude oil and natural gas production throughout the entire life of an oil or natural gas well. Produced water must be reliably separated and handled in order for these wells to be brought online and remain in production. The gathering, treating, handling and recycling of produced water requires both access to significant surface acreage for operations and subsurface reservoirs that are porous, uniform and stable where produced water can be injected and sequestered.

Access to significant surface acreage and subsurface reservoirs for produced water handling is of particular importance to operators in the Delaware Basin. The Delaware Basin has experienced significant growth in oil and natural gas production activity over the last three years, with approximately 60% and 45% growth in oil and natural gas wells brought online and active rigs, respectively, according to Enverus. We believe that this growth in oil and natural gas production activity will require increased produced water handling capacity, as the amount of produced water produced from wells in the

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Delaware Basin significantly exceeds the amount of the related oil and natural gas production. Specifically, for every barrel of oil produced in the Delaware Basin from 2016 to 2023, approximately four barrels of associated water were produced, according to Enverus. Produced water volumes have increased as hydrocarbon production has increased in the Delaware Basin over the last several years. From 2016 to 2023, produced water in the Delaware Basin grew from approximately 2.6 MMBbl/d to approximately 10.7 MMBbl/d, a CAGR of 22%. Historical and forecasted Delaware Basin produced water volumes as of September 30, 2023, including the anticipated incremental increase in produced water volumes that could be recycled or handled in existing and/or new produced water handling facilities, are shown in the graphic below, in each case according to Pickering Energy Partners and B3 Insights.

Delaware Basin Produced Water Volumes

Source: Pickering Energy Partners and B3 Insights

Produced water handling facilities and their access to specific geologic zones are regulated at the state level and are required to meet guidelines imposed by the relevant state agencies. Because the Delaware Basin straddles the Texas–New Mexico state border, the planning, permitting and building of produced water infrastructure is dependent upon the laws and regulations of either Texas or New Mexico.

In contrast to New Mexico, Texas generally provides a more favorable regulatory environment for produced water permitting. Between January 1, 2021 and March 31, 2024, the Texas produced water permitting process has taken an average of 171 days from initial submission to approval for produced water handling facilities located in the Delaware Basin (as defined by the EIA’s Permian Sub-Basin boundary), compared to an average of 655 days in New Mexico for produced water handling facilities located in the Delaware Basin over the same time period. Furthermore, we believe that New Mexico regulatory agencies have been less likely to approve shallow geological produced water handling wells. Only 30% of all approved permits in the Delaware Basin in New Mexico from January 1, 2021 to March 31, 2024 were for shallower intervals (defined as injection formations above the top of the Woodford formation), compared to 99% in the Delaware Basin in Texas over the same time period. Building infrastructure for deep geological produced water handling is time consuming, operationally complex and expensive, which increases the economic risks and limits operational flexibility and certainty desired by water midstream companies and E&P companies. The combination of favorable geological characteristics and a comparatively less restrictive regulatory environment drives increased demand for produced water handling facilities on the Texas side of the Texas-New Mexico state border. Our Stateline and Northern Positions benefit from the demand for surface acreage and pore space in Texas

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that is driven by the regulatory divide between Texas and New Mexico and the level of oil and gas activity in the Northern Delaware Basin. Please see “—Our Assets—Our Stateline Position” and “— Our Assets—Our Northern Position” for more information.

New Mexico also presents a more restrictive regulatory and hydrological environment for sourcing brackish water used for oil and natural gas well completion activity. As a result, much of the brackish water supplied to the oil and natural gas industry in New Mexico is sourced from Texas. Our Stateline and Northern Positions contain significant underground brackish water sources from which brackish water can be produced for sale to companies that deliver this water to E&P companies in New Mexico for use in their drilling and completion activities.

We believe that expected future growth of produced water volumes in the Delaware Basin will require incremental pore space to ensure proper handling. We also believe that our large land position strategically located at the intersection of significant producer activity and access to largely underutilized pore space offers critical capacity for produced water disposal, along with our management team’s extensive experience in the produced water industry, uniquely positions us to provide producers and produced water companies with access to our land and pore space to establish large-scale, reliable produced water handling solutions, from which we will generate multiple revenue streams, including the sale of resources from our land and produced water handling royalties.

Northern Delaware Basin Pore Space for Water Handling

Source: Enverus

As of May 25, 2024, WaterBridge operates approximately 600,000 bpd of produced water handling capacity on our land and has approximately 940,000 million bpd of additional permitted capacity available for future development on our land. We believe that our land position supports more than 3.5 million bpd of water handling capacity, as of May 25, 2024, assuming 25,000 bpd produced water handling permits and one-mile spacing between all future produced water handling facilities. We receive royalties for each barrel of produced water handled on our land as well as surface use payments for infrastructure constructed on our land.

Our Assets

We own approximately 220,000 surface acres in and around the Delaware Basin in Texas and New Mexico, the most active oil and natural gas development and production region of the

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United States, as of May 25, 2024. Our surface acreage is located across three separate areas, which we refer to as our Stateline, Northern and Southern Positions. Our land positions are shown below.

The EUR represents the total amount of oil and natural gas expected to be recovered over the life of a well. Wells with longer lateral lengths generally have a higher EUR. Because not all wells have the same lateral length, EUR per foot of lateral length is commonly used for comparability purposes. The EUR per foot of lateral length from oil and natural gas wells on and near our land position, according to Enverus, as of April 30, 2024 after giving effect to the May 2024 Acquisitions, is shown in the graphic below.

Overview of our Land Position

Source: Enverus

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Our Stateline Position

Our Stateline Position consists of approximately 137,000 surface acres located primarily in Loving, Reeves and Winkler Counties, Texas, and Lea County, New Mexico, near and along the Texas-New Mexico state border, as of May 25, 2024. Our Stateline Position is comprised of a significant and large land position and geological formations that are generally characterized by high permeability and porosity, that we believe will enable reliable water handling. There are substantial hydrocarbon resources under and in close proximity to our Stateline Position, which attracts high- quality, well-capitalized producers, including Devon Energy, EOG Resources, ConocoPhillips, Continental Resources, Admiral Permian and Occidental Petroleum. According to NSAI as of April 30, 2024 after giving effect to the East Stateline Acquisition, approximately 11,527 identified well locations across seven formations exist within a 10-mile radius of our surface acreage in our Stateline Position, assuming $75 per barrel WTI NYMEX pricing and $3 per MMBtu Henry Hub NYMEX pricing. We believe that our geographic proximity to the operations of large, well-capitalized producers positions us to benefit from anticipated growth in oil and natural gas development on and around our land.

The western portion of our Stateline Position is semi-contiguous, or checkerboarded, with surface acreage held by TPL, one of the largest landowners in Texas. The nature of the checkerboarded acreage results in E&P companies, midstream companies, service companies and other operators in the area generally needing to access both our and TPL’s surface acreage for rights of way. In order to unlock opportunities for the checkerboarded surface acreage, we, together with WaterBridge, entered into agreements with TPL in the first quarter of 2022 that established the Stateline AMI across much of the western portion of our Stateline Position and the adjacent TPL surface acreage. Under such agreements , TPL grants WaterBridge the right to operate produced water facilities on TPL surface within the Stateline AMI and the exclusive right to market and sell produced water within the Stateline AMI. In exchange, TPL receives a royalty on each barrel of produced water transported by WaterBridge within the Stateline AMI and revenue sharing on produced water sales within the Stateline AMI. We believe these agreements provide WaterBridge with greater water handling opportunities in our Stateline Position, resulting in additional royalty revenue for us.

In addition, TPL receives the exclusive right to market and sell brackish water for drilling and completion operations within the Stateline AMI and access rights across our land within the Stateline AMI for temporary brackish water transportation facilities, subject to revenue sharing with us on brackish water sales within the Stateline AMI. We believe these agreements WaterBridge with greater water handling opportunities across the western portion of our Stateline Position, resulting in additional royalty revenue for us.

The eastern portion of our Stateline Position includes 103,000 contiguous surface acres in Winkler and Loving Counties, Texas and Lea County, New Mexico that we acquired in the East Stateline Acquisition. Furthermore, in tandem with the East Stateline Acquisition, WaterBridge acquired produced water handling infrastructure on the East Stateline Ranch with 140,000 bpd of existing produced water handling capacity and a brackish water supply system that serves producers active on the East Stateline Ranch, including ConocoPhillips, Continental Resources, Devon Energy, Occidental Petroleum, Admiral and Permian Resources. These producers are subject to SUAs that govern

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commercial activities on the East Stateline Ranch, which we believe will generate significant revenues for us. We believe that WaterBridge will invest substantial capital to expand the existing produced water system on the East Stateline Ranch to handle both growing needs on our land as well as to handle produced water from surrounding areas, particularly from New Mexico. In addition, we believe that the East Stateline Ranch contains substantial sand resources, which we expect to support additional sand mine developments over time and generate surface use revenue for us in connection with the utilization of our land.

As of May 25, 2024, WaterBridge and other producers operated approximately 435,000 bpd of existing produced water handling capacity on the eastern portion of our Stateline Position. We believe that the pore space underlying the eastern portion of our Stateline Position will be able to support approximately 1.5 million bpd of additional produced water handling capacity, assuming 25,000 bpd produced water handling permits and one-mile spacing between all future produced water handling facilities.

As shown below under “—Hydrocarbon Resources Near Our Stateline Position,” our Stateline Position and the surrounding acreage represent some of the most productive acreage in the Delaware Basin due to the relatively high concentration of hydrocarbons in the area. According to Enverus as of April 25, 2024, within the Delaware Basin, approximately 52% of active drilling rigs, 50% of active drilling permits and 52% of DUCs were located within 10 miles of our land position, after giving effect to the May 2024 Acquisitions.

As shown below under “—Water to Oil Production Near Our Stateline Position,” the oil produced in and around our Stateline Position is accompanied by significant volumes of produced water, averaging a ratio of approximately 4.5 barrels of water per barrel of oil, or approximately 82% of total liquids produced from a typical well according to NSAI, as of April 30, 2024. This water must be reliably handled in order for these wells to be brought online and remain in production, driving continuing demand for water handling on acreage in close proximity to the operations of producers. We believe that our land is well situated to participate in the growth in strategic infrastructure necessary to handle these large volumes of produced water.

The EUR of oil and natural gas wells on and around our Stateline Position, according to Enverus as of May 25, 2024, is shown in the graphic below. EUR is expressed per foot of lateral length for comparability purposes.

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Hydrocarbon Resources Near Our Stateline Position

Water to Oil Production Near Our Stateline Position

Source: Enverus

WaterBridge’s ability to capture growth in and around our Stateline Position is evidenced by the announcement of a strategic partnership between WaterBridge and Devon Energy in August 2023 to own and operate the largest private water infrastructure system in the Delaware Basin along the

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Texas-New Mexico state border. As a part of this strategic partnership, Devon Energy and WaterBridge entered into a long-term agreement pursuant to which Devon Energy committed all of its produced water handling to WaterBridge within a large area of mutual interest, including an initial dedication of approximately 52,000 acres. As a result of WaterBridge’s commercial development activity, including its partnership with Devon Energy, WaterBridge operates approximately 600,000 bpd of produced water handling capacity on our land, primarily on our Stateline Position, as of May 25, 2024.

In 2022, we entered into an agreement with a large, investment grade E&P company to develop up to an approximately 1,600 acre portion of our Stateline Position for the mining of sand to be used in oil and natural gas well completions. This mine commenced operations in 2022, is expected to produce up to 3.0 million tons per year of sand and is expected to have reserves that will allow our customer to produce sand for 10 years or more. We earn a royalty on every ton of sand extracted from this acreage, and the mine purchases brackish water from us to process the sand. We believe there are multiple areas with high quality sand to be developed on our Stateline Position.

Although oil and natural gas production and related services account for a large majority of the activity in our Stateline Position, Desert Environmental has built two non-hazardous oilfield reclamation and solid waste facilities, which pay royalties to us based on waste handled. In addition, as oil and natural gas activities continue to support the buildout of electric and data infrastructure, there are opportunities with developers seeking to build data centers, crypto currency mining facilities, power storage facilities and commercial fueling stations across our Stateline Position.

Our Northern Position

Our Northern Position, which includes land positions in Eddy and Lea Counties, New Mexico and Andrews County, Texas, consists of approximately 49,000 fee-owned surface acres and 14,165 additional surface acres leased from the BLM and State of New Mexico, as of May 25, 2024. Our BLM and State of New Mexico acreage is leased under customary BLM and State of New Mexico lease terms, respectively, on a year-to-year basis. The northern part of the Delaware Basin currently is experiencing significant growth in oil and natural gas development activity, which will require investments in produced water handling capacity. According to NSAI as of April 30, 2024 after giving effect to the May 2024 Acquisitions, approximately 1,552 identified well locations across four formations exist within a 10- mile radius of our surface acreage in our Northern Position, assuming $75 per barrel WTI NYMEX pricing and $3 per MMBtu Henry Hub NYMEX pricing.

Our Northern Position supports much needed water infrastructure development to serve oil and natural gas development in the northern part of the Delaware Basin. Our surface acreage in northern Eddy County was initially utilized by WaterBridge to support the operations of Permian Resources, APA Corporation and Devon Energy. We own approximately 44,000 surface acres on the border of Andrews County, Texas and Lea County, New Mexico, as of May 25, 2024, and we have also entered into a lease for exclusive pipeline right-of-way rights across approximately 2,000 surface acres in Lea County, New Mexico with an initial term of 10 years and four automatic 10-year renewal terms. We believe that there is a need for produced water systems serving central and northern Lea and Eddy Counties to transport produced water east out of the Delaware Basin. The recent Speed Ranch and Lea County Acquisitions within our Northern Position provide critical access to pore space that we believe will be able to handle significant produced water volumes.

As of May 25, 2024, WaterBridge operated 50,000 bpd of existing produced water handling capacity on our Northern Position. We believe that the pore space underlying our Northern Position will be able to support approximately 1.0 million bpd of additional produced water handling capacity, assuming 25,000 bpd produced water handling permits and one-mile spacing between all future produced water handling facilities.

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Our Southern Position

Our Southern Position consists of approximately 34,000 surface acres located in Reeves and Pecos Counties, Texas in the Delaware Basin, as of May 25, 2024. Various producers have operations on or in the vicinity of our Southern Position, including ConocoPhillips, APA Corporation, Permian Resources and Diamondback Energy, and we generate revenues from their use of our Southern Position acreage and its resources. According to NSAI as of April 30, 2024, after giving effect to the May 2024 Acquisitions, approximately 9,117 identified well locations across seven formations exist within a 10-mile radius of our surface acreage in our Southern Position, assuming $75 per barrel WTI NYMEX pricing and $3 per MMBtu Henry Hub NYMEX pricing. In addition, we continually seek to identify and pursue opportunities with a broad array of customers, including new, distinct operations on our Southern Position. For example, through our subsidiaries, DBR Solar and Pecos Renewables, we are permitting the construction and operation of two facilities with an aggregate of 330-megawatts of solar generation capacity on our Southern Position, and we have identified a third location in our Southern Position that we believe will be an attractive location for an additional 120 megawatts of solar capacity. In addition, our Southern Position is adjacent to the I-10 interstate highway corridor, the fourth longest interstate highway system in the country, as well as I-20, which, each individually and collectively, serve as corridors for significant vehicle traffic and for pipeline and electrical infrastructure, representing additional development opportunities for this surface acreage.

Our Mineral Interests

We own approximately 8,000 net royalty acres in the Delaware Basin with a weighted average royalty interest based on acreage of 23.9% and an average proved developed producing net revenue interest per well of 4.4%, as of May 25, 2024. Our mineral interests are leased to some of the top operators in the Delaware Basin, including APA Corporation, Chevron, ConocoPhillips and Occidental Petroleum. Our leases with these and other E&P companies permit the lessee to explore for and produce oil, natural gas and NGLs from our land and entitle us to receive an upfront cash payment, or lease bonus, and a percentage of the proceeds from the sales of these commodities in the form of an oil and gas royalty interest. Unlike owners of working interests in oil and natural gas properties, we are not obligated to fund drilling and completion costs, plugging and abandonment costs or lease operating expenses associated with oil and natural gas production. As a mineral owner, we incur only our proportionate share of production and ad valorem taxes and, in some cases, gathering, processing and transportation costs. If the lessee does not meet certain requirements, such as drilling and completing wells within the leased mineral acreage by a specified date, the lessee must pay to extend the lease, or the lease will terminate. If terminated, we would seek to re-lease our mineral interests to another E&P company. Of our net royalty acres, approximately 96% underlie our surface acreage. Other than our net royalty acres, we do not own the mineral interests that underlie our surface acreage.

Unlike businesses that focus on buying oil and gas royalty interests, which are more directly exposed to commodity prices, our focus is on surface acreage ownership and the associated fee-based revenue. As a result, we expect to acquire additional mineral interests only incidentally in connection with property acquired primarily for other purposes and, consequently, oil and natural gas is expected to become a smaller percentage of our total revenues over time.

Our Business Model

We are focused on actively growing revenue from the use of our surface acreage and the sale of resources from our land, while continuing to maximize value from our current mineral interests. We believe that our largely fee-based contracts, as well as our strong base of revenues from our customers’ oil and natural gas production, help mitigate our direct exposure to commodity price fluctuations and promote cash flow stability through commodity price cycles.

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Sources of Revenue

Our sources of revenue currently include:

Surface Use Royalties and Revenues

• Surface Use Royalties: Under our SURAs, which typically provide for five- to 10-year initial terms, we receive a royalty based on a percentage of gross revenues derived from the 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 from operations under our SURAs include produced water transportation and handling operations, skim oil recovery and produced water throughput and waste reclamation, all of which are required for oil and natural gas production throughout the lifecycle of a well.

• Easements and Surface-Related Revenues: Under SUAs, which typically provide for five- to 10-year initial terms, we typically receive a fee when the contract is executed, fixed monthly or annual payments, and often additional fees at the beginning of each renewal period. Such agreements typically include pre-defined terms for fees that we will receive for our customers’ development and use of drilling sites, new and existing roads, pipeline easements and electric transmission easements. 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.

Resource Sales and Royalties

• Resource Sales: Under our water supply agreements, we sell brackish water to be used primarily in well completions in exchange for a per barrel fee. These fees are negotiated and vary depending on the destination of the brackish water, with brackish water sold for use outside the Stateline AMI typically at wholesale prices, and brackish water sold for use in the Stateline AMI sold directly to producers at retail prices. Revenue from brackish water sold for use in the Stateline AMI is shared with TPL (please see “—Our Assets—Our Stateline Position” for more information related to our agreements with TPL). We and TPL have strong relationships with, and contractual commitments from, many of the E&P companies in the Stateline AMI. Additionally, the immediate proximity of our Stateline Position to the Texas-New Mexico state border provides us the ability to deliver brackish water volumes into the otherwise constrained market in New Mexico. Through our relationships, as well as the strategic location of our brackish water resources, we believe that we will benefit from strong demand going forward in both Texas and New Mexico. Similarly, our customers buy caliche from us for the construction of access roads and well pads for which we receive a fixed-fee per cubic yard of caliche extracted from our surface acreage. Businesses operating on our land are generally required to buy all caliche they use on our land from us.

• Resource Royalties: Under our sand lease agreements, we lease our surface acreage to customers to construct and operate at their expense sand mines to provide in-basin sand for use in oil and natural gas completion operations. We receive a fixed royalty per ton of sand extracted, as well as a fixed-fee per barrel of brackish water used to support sand mining operations. A large E&P company currently operates a sand mine on our land, and we have recently executed sand leases with two additional sand mine operators to develop and operate sand mines on our lands.

Oil and Gas Royalties

• Under our oil and natural gas mineral leases, we receive a lease bonus at inception and in connection with any extensions and oil and gas royalties on a per unit produced basis at a

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market rate, less production taxes and, in some instances, gathering, processing and transportation costs. Our leases, which typically extend for a one- to three-year primary term, permit the lessee to explore for and produce oil, natural gas and NGLs from our land and entitle us to receive a percentage of the proceeds from the sales of these commodities in the form of a royalty. If the lessee does not meet certain requirements, such as drilling and completing wells within the leased mineral acreage by a specified date, the lessee must pay to extend the lease, or the lease will terminate. If terminated, we would seek to re-lease our mineral interests to another E&P company.

We expect our fee-based revenues to grow over time relative to our revenues generated from oil and gas royalties. While our focus is on fee-based arrangements, our revenues generated from oil and gas royalties fluctuate with market prices for oil and natural gas. For the year ended December 31, 2023, approximately 35% of our total revenues were surface use royalties and revenues, approximately 36% were resource sales and royalties and approximately 29% were oil and gas royalties. As shown in the chart below, for the year ended December 31, 2023, approximately 43% of our pro forma total revenues were surface use royalties and revenues, approximately 35% were resources sales and royalties and approximately 22% were oil and gas royalties.

   2023 Pro Forma Revenue Breakdown

We seek to include inflation escalators in each of our contracts for surface use royalties and revenues and resource sales and royalties, which, when combined with our relatively low operating and capital expenditures, tend to substantially mitigate our exposure to rising costs. Due to our contract structure and relatively high margins, periods of elevated inflation could result in margin expansion for our business if our revenues increase at a faster pace than our operating expenditures. Given the expected long-term nature of production in the Delaware Basin, we expect these contracts to be renewed over an extended period of time. While we expect these revenue streams to be recurring over the long-term, our contracts with our significant customers, which represent a large portion of our revenues, generally do not contain minimum commitment provisions for land use or brackish water volumes to be purchased. As a result, our revenues are dependent on ongoing demand from these customers, which may decrease due to factors beyond our control despite our current expectations regarding long-term activity by our customers on our land. Among other risks to which we are exposed, we are subject to the risk of geographic concentration in the Permian Basin where we compete with other landowners to provide an attractive development site for the limited number of potential customers that seek to develop and/or construct infrastructure or procure resources necessary for their projects and operations.

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Financial Performance

Key to our business model is entering into agreements under which our customers bear substantially all of the operating and capital expenditures related to their operations, while requiring only modest capital investment by us. As a result, we are able to grow our revenues, net income and Adjusted EBITDA while maintaining relatively high Free Cash Flow.

Our success in signing new commercial agreements through the active management of our land combined with the strength of our existing contracts and our proactive land acquisition strategy has resulted in significant growth in our business.

Please see the table below comparing results for the year ended December 31, 2023 with results for the year ended December 31, 2022, and comparing pro forma results for the periods shown below :

	Predecessor						Percentage Change			Pro Forma			Pro Forma Percentage Change
	Year Ended December 31, 2022			Year Ended December 31, 2023			From December 31, 2022 to December 31, 2023			Year Ended December 31, 2023			From December 31, 2022 to December 31, 2023
	(in thousands)									(in thousands)
Total revenues	$	51,777		$	72,865			41	%	$	92,902			79	%
Net income		(6,361	)		63,172			—			51,454			—
Net income margin		(12	)%		87	%		—			55	%		—
Adjusted EBITDA(1)		41,212			62,804			52	%		82,369			100	%
Cash flow from operating activities		20,500			53,042			159	%		—			—
Free Cash Flow/Acquisition Adjusted Free Cash Flow(1)		17,209			50,259			192	%		68,706			299	%
Operating Cash Flow Margin		40	%		73	%		33	%		77	%(2)		37	%
Free Cash Flow Margin/Acquisition Adjusted Free Cash Flow Margin(1)		33	%		69	%		36	%		74	%(2)		41	%

⁽¹⁾  Adjusted EBITDA, Acquisition Adjusted Free Cash Flow, Free Cash Flow Margin and Acquisition Adjusted Free Cash Flow Margin and are non-GAAP financial measures. See “—Summary Historical and Pro Forma Financial Data—Non-GAAP Financial Measures” for more information regarding these non-GAAP measures and reconciliations to the most comparable GAAP measures and “—Free Cash Flow, Acquisition Adjusted Free Cash Flow, Free Cash Flow Margin and Acquisition Adjusted Free Cash Flow Margin” for more information.”

⁽²⁾  Represents our Acquisition Adjusted Free Cash Flow, which we define as Free Cash Flow for the year ended December 31, 2023, as adjusted for cash provided by operating activities and cash used in investing activities of East Stateline Ranch for the year ended December 31, 2023, as if the East Stateline Acquisition occurred at the beginning of such period.

Our Relationship with WaterBridge

We share a management team and financial sponsor with WaterBridge. WaterBridge owns and operates one of the largest integrated water midstream systems in the United States, providing water sourcing and produced water handling in key oil and natural gas producing basins in Texas, New Mexico and Oklahoma. WaterBridge’s key customers include Chevron, Devon Energy, EOG Resources, ConocoPhillips, Diamondback Energy, Occidental Petroleum, Vital Energy, Permian Resources, Mewbourne Oil Company and APA Corporation. As of May 25, 2024, WaterBridge handled approximately 2.2 million bpd of aggregate produced water and maintained 174 produced water handling facilities and had approximately 4.0 million bpd of aggregate handling capacity, in

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each case across its aggregate areas of operation. WaterBridge has the right to construct produced water infrastructure on our Stateline and Northern Positions and is one of our largest customers, representing approximately 14% of our revenue and 11% of our pro forma revenue during the year ended December 31, 2023. These revenues consist of:

• produced water handling fees;

• skim oil royalties; and

• fees associated with rights of way for pipelines, equipment and roads and related surface use permits.

During the year ended December 31, 2023, we generated $10.4 million of revenues and $10.4 million of pro forma revenues from WaterBridge. For every 100,000 bpd of incremental produced water that WaterBridge brings onto our surface, we expect to generate royalty fees of approximately $4.0 million to $6.0 million per year, including skim oil revenues. The shared management team between LandBridge and WaterBridge facilitates our common goal of capitalizing on energy production in the Permian Basin through a mutually beneficial relationship. Additionally, our shared management team’s visibility into oil and natural gas production and long-term trends in the Permian Basin as a result of WaterBridge’s platform allows us to facilitate development of infrastructure in certain premier locations, thus capturing additional revenue streams.

In the Permian Basin, WaterBridge is primarily focused on building and operating integrated water networks to provide operational continuity for its upstream customers. WaterBridge’s integrated systems provide continuous handling capacity for water produced in connection with production operations. WaterBridge’s network provides operational redundancy, customer flow assurance and recycling and redelivery across its entire Permian Basin footprint. Within the Delaware Basin, WaterBridge has approximately 1,600 miles of pipeline, 139 produced water handling facilities and 3.4 million bpd of water handling capacity, as of May 25, 2024. In particular, as of May 25, 2024, WaterBridge operates an integrated water network on our land with approximately 600,000 bpd of existing water handling capacity, primarily on our Stateline Position, and has approximately 940,000 million bpd of additional permitted capacity available for future development on our land.

In addition, the Stateline AMI provides WaterBridge the certainty necessary to develop large-scale water infrastructure assets on our land, which we believe will provide WaterBridge with greater water sourcing and handling opportunities and will generate additional royalty revenue for us. A map of WaterBridge’s assets in the Delaware Basin, as of May 25, 2024 is shown in the graphic below.

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WaterBridge Assets Map

Our Relationship with Desert Environmental

We share a financial sponsor with Desert Environmental. Desert Environmental has developed two environmental remediation facilities for non-hazardous oilfield reclamation and solid waste disposal on our land. We will receive a percentage of gross revenue from solid waste disposal and reclamation operations, as well as revenue from providing brackish water for landfill operations. Desert Environmental’s facilities were completed in the first quarter of 2024, and we expect our revenues received from Desert Environmental to increase as a result of its proximity to various sources of energy production and related services activity and major roadways in the area, which allow easy access for the transportation of waste products.

Although WaterBridge has historically contracted with unaffiliated parties to handle solid waste from its water handling facilities, in tandem with the formation of Desert Environmental, WaterBridge contracted with Desert Environmental to handle substantially all of its solid waste, which we expect to result in additional revenue for us. This contract provides the base level of business required to support the two waste facilities on our land. We believe that Desert Environmental will also benefit from our

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management’s commercial relationships with WaterBridge’s customers, as well as our relationships with E&P companies that operate on our land.

Our Relationship with Five Point

Five Point is an investment firm focused on building businesses within the environmental water management and sustainable infrastructure sectors. Five Point acquires and develops in-basin assets, provides growth capital and builds industry leading companies with experienced management teams and large E&P partners. As of March 31, 2024, Five Point had approximately $5 billion of assets under management. Five Point will indirectly own a majority of our common shares immediately following this offering and owns a majority of the equity interests in WaterBridge and Desert Environmental.

Our Competitive Strengths

We believe that the following competitive strengths will allow us to successfully execute our business strategies and achieve our business objectives.

Our land is critical to our customers’ business operations in and around the Delaware Basin, which often require our land and resources for multiple uses.

For the year ended December 31, 2023, approximately 72% of our revenue and 78% of our pro forma revenue was generated from uses of our land and its resources to support the development and production of oil and natural gas. Our customers use our land and its resources in a variety of ways, including for:

• the construction of access roads, well pads and other infrastructure;

• rights of way for pipelines and electrical transmission easements;

• the extraction of brackish water and sand; and

• produced water handling.

We offer our customers a streamlined commercial process through long-term agreements that provide surface access as well as access to sand, brackish water and other resources. Our customers actively seek to enter into agreements to use our land and resources because of our strategic location in the core of the Permian Basin, and, consequently, we believe that we are well situated to receive favorable terms from our customers. Additionally, as our customers conduct development activities, additional infrastructure is installed, such as roads and electrical transmission and telecommunications infrastructure, the presence of which provides the opportunity to attract additional customers who can take advantage of that installed infrastructure to pursue new commercial opportunities that drive increased use of our land and generate incremental revenue for us.

Our relationship with WaterBridge uniquely positions us to capture produced water volume growth.

We have a symbiotic relationship with WaterBridge. Efficient and reliable produced water handling requires pipelines, equipment and roads to be developed across large, contiguous tracts of land. Under our water facilities agreement with WaterBridge, WaterBridge may obtain rights of way across our footprint, and we receive increasing revenues as its system is developed. Our land position enables WaterBridge to optimize the development of its infrastructure by building larger water hubs more quickly and efficiently.

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Additionally, our relationship with WaterBridge provides a clearer line-of-sight to future revenue, which enables more accurate planning and forecasting. Our produced water-related royalties and fees are primarily generated by WaterBridge’s infrastructure built on our land. Our shared management team has visibility into the expected volumes of produced water that will be handled on our land as a result of its insights into producer activity that is contracted on WaterBridge’s produced water system.

Since we acquired our initial acreage, WaterBridge has constructed or acquired, as of May 25, 2024, approximately 600,000 bpd of water handling capacity on our land, with approximately 940,000 million bpd of permitted capacity available for future development on our land. We believe that, following the WaterBridge Stateline Acquisition, WaterBridge will promptly expand its water handling capacity on the Acquired Lands to accommodate growth in produced water volumes on and around our land.

Our business has largely fee-based, recurring and growing revenue streams and is unburdened by substantial operating or capital expenditures.

Our revenue is primarily generated from recurring land use and royalty payments derived from customers who use our land and resources to operate and grow their businesses. During the year ended December 31, 2023, 69% our revenue and 75% of our pro forma revenue was fee-based and not directly exposed to commodity prices. Further, during the year ended December 31, 2023, our Operating Cash Flow Margin was 73% and our Acquisition Adjusted Free Cash Flow Margin was 69%, and our pro forma Operating Cash Flow Margin was 77% and our Free Cash Flow Margin was 74%. Moreover, we do not incur substantial operating or capital expenditures in order to generate or increase revenue, and, as a result, we believe that we have the ability to generate attractive returns for our investors. Additionally, the contracts underlying our fee-based revenue streams generally include inflation escalators and, when combined with our relatively low operating and capital expenditure requirements, position us to generate superior Free Cash Flow growth over time relative to other inflation exposed businesses that incur significant operating costs and capital expenditures.

Our land is strategically located along and near the Texas-New Mexico state border and in the heart of the highly active, low cost and deep inventory Permian Basin.

Our land sits in and around the Delaware Basin, which is the most active region of the prolific Permian Basin due the abundant remaining oil and natural gas resources and the low break-even cost of development. According to Enverus as of April 25, 2024, (i) 161 active drilling rigs were located in the Delaware Basin, 44 rigs or 38% more rigs than in the Midland Basin, which is the second most active sub-basin in the U.S. Lower 48, and (ii) after giving effect to the May 2024 Acquisitions, approximately 52% of drilling rigs and 50% of drilling permits in the Delaware Basin are located within 10 miles of our land.

According to NSAI as of April 30, 2024 after giving effect to the May 2024 Acquisitions, approximately 22,196 identified well locations across eight formations exist within a 10-mile radius of our surface acreage, assuming $75 per barrel WTI NYMEX pricing and $3 per MMBtu Henry Hub NYMEX pricing.

Our Stateline and Northern Positions along and near the Texas-New Mexico state border are dominated by large, generally publicly listed, well-capitalized producers seeking responsible water management. Producers that have operations in New Mexico look across the state border to Texas to do business with us for multiple reasons, including:

• access to brackish water for well completions given the relative abundance of water resources on the Texas side of the state border;

• more favorable regulatory environment for produced water handling in Texas; and

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• more burdensome regulatory and permitting requirements associated with more stringent state- level regulatory requirements for oil and natural gas development and the significant amount of BLM acreage in New Mexico.

We benefit from development activities both on and around our land, and we believe that over the long-term our strategically located position in the Permian Basin will continue to be a center of oil and natural gas development and production activity and an interconnected industrial ecosystem from which we can generate revenue.

Our land has multiple potential uses that extend beyond its current uses, and customer development on one tract of land can improve the value of surrounding areas.

The infrastructure and oil and natural gas development projects that our customers pursue on our land are intended to be long-term assets, over the life of which we expect to earn revenue. Upon expiration of any particular contract, we can redeploy the previously occupied surface acreage for new revenue generating opportunities.

The infrastructure on our land supports the development and production of oil and natural gas, which attracts additional uses of our land near the areas of drilling and production, such as onsite power generation, H₂S treatment and storage, pipelines and road construction. While these additional activities generate revenue for us, they are not land intensive and allow for other uses of our land. For example, through our subsidiaries, DBR Solar and Pecos Renewables, we are obtaining permits for the construction and operation of two solar facilities with an aggregate of 330-megawatts of capacity on our Southern Position, and we have identified a third location in our Southern Position that we believe will be an attractive location for an additional 120-megawatts of solar capacity. We have also entered into agreements with Desert Environmental pursuant to which Desert Environmental has developed two non-hazardous oilfield reclamation and solid waste facilities on our land. These facilities, which became operational in the first quarter of 2024, generate surface use royalty revenue for us. In addition, we have identified and are currently pursuing opportunities to receive surface use payments from crypto currency mining, data centers, power storage facilities and commercial fueling stations, as well as other applications. Similar to the other operations conducted on our land, we expect to enter into surface use or similar agreements with the owners of these projects from which we expect to receive surface use fees and other payments in connection with the utilization of our land, but we would not own or operate such projects or expect to incur significant capital expenditures in connection therewith.

We have an entrepreneurial management team with a demonstrated history of building businesses and creating value.

Our management team has an average of 18 years of experience in the energy industry, with a proven history of value creation. Notably, our management team has grown WaterBridge into one of the largest water midstream companies in the United States.

Our management team has sought, and continues to seek, opportunities to efficiently commercialize and optimize our land position. Since acquiring our initial land position in October 2021, our management team has successfully created or identified new sources of revenue with minimal capital investment including:

• unlocking the value of our checkerboarded surface acreage through the Stateline AMI;

• forming a joint venture between WaterBridge and Devon Energy for the development and utilization of significant additional produced water infrastructure from which we earn royalty payments;

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• entering into sand lease agreements with a large, investment-grade E&P company and a customer to construct, at their respective expense, sand mines on our surface acreage which generates sand and source water royalties for us;

• identifying and pursuing development opportunities to earn incremental surface use payments from oil and natural gas and energy transition development activities, including two solar facilities in the process of being permitted;

• through our relationship with Desert Environmental, coordinating the development of two integrated non-hazardous oilfield reclamation and solid waste facilities on our land, which were completed in the first quarter of 2024 and from which we will earn a percentage of gross revenue from waste disposal and reclamation, as well as additional revenue from providing water for landfill operations; and

• adding approximately 150,000 surface acres to our portfolio through the consummation of the Acquisitions.

Our Business Strategies

Our principal business objective is maximizing risk-adjusted total return to our shareholders by growing free cash flow. We intend to pursue the following business strategies to achieve this objective.

Actively manage our land to grow existing revenue streams and drive new activity while investing minimal capital.

Since we acquired our initial surface and mineral assets in October 2021, we have rapidly grown our contracted revenue base while investing minimal capital, resulting in a substantial increase in free cash flow. We achieved this growth by actively managing our land to increase existing revenue streams as well as entering into new business lines. We offer a streamlined contract negotiation process, and we are actively performing initial project development activities (site identification, system design and permitting) to create a differentiated value proposition for potential customers.

Although we have made considerable progress in increasing our revenue, we believe that our land and resources remain underdeveloped, with significant opportunities for growth within the hydrocarbon and energy transition value chains, among others. We target opportunities that make the most efficient use of our surface acreage, allow the same acre to be used for multiple activities and/or improve the value of surrounding areas, resulting in an interconnected industrial ecosystem. Accordingly, we are in frequent communication with existing and potential customers with respect to creating new, and enhancing existing, revenue streams from our land. We seek to provide a holistic solution and expect to require our customers, when possible, to use our land and resources to meet their needs for produced water handling, source water and sand for well completions, easements and rights of way for roads, utilities, pipelines and other access facilities and waste disposal and reclamation. For example, our sand mine contracts provide us with a per ton royalty on sand and require the operators to purchase from us any water required for their sand operations on our land.

Actively pursue revenue streams beyond the oil and natural gas value chain, which may include the development of energy transition related infrastructure on our land.

Our land provides multiple opportunities for further commercialization, and we comprehensively evaluate our land to understand its highest value use, which includes the potential to employ the land for use outside of the oil and natural gas industry. Investments in energy transition projects such as hydrogen, solar, carbon capture and sequestration, and regenerative agriculture are growing rapidly. The IRA provides incentives that greatly improve the economics of these projects and has accelerated their development. For example, we are in the process of permitting two new solar projects and have

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identified a third project that could take advantage of IRA incentives on our land, with our land serving as a prime location for such projects given the flat and open terrain, high solar irradiance and proximity to transmission infrastructure.

We have identified multiple potential projects and activities in the near-term that will foster a more sustainable future, including water recycling hubs, beneficial re-use for produced water, and solid waste and reclamation facilities. We are actively performing initial solar and power storage developments through site identification, system design and permitting to provide us with the

opportunity to generate long-term, fixed-fee revenue streams. We structure our contracts to include remediation requirements, which are intended to protect our land and ensure that at the end of the contract life, should we choose to, we are able to employ our land for use outside of its previously contracted function.

Capitalize on our relationship with WaterBridge and Desert Environmental to increase revenue.

We share a financial sponsor and management team with WaterBridge, one of the largest water midstream companies in the United States, and Desert Environmental. WaterBridge has an expansive asset base in the Delaware Basin, including over 1,600 miles of pipeline and 139 produced water handling facilities capable of handling over 3.4 million bpd of produced water, as of May 25, 2024. Our management team’s visibility into basin-wide activity as a result of WaterBridge’s platform provides significant insights into oil and natural gas production in key areas of volume growth and long-term trends, which our management team leverages to position us to capture additional development opportunities and revenue streams. Desert Environmental recently put into operation two integrated non-hazardous oilfield reclamation and solid waste facilities on our land to service customers in the Delaware Basin, including WaterBridge.

As part of the WaterBridge Stateline Acquisition, WaterBridge acquired integrated produced water handling and brackish supply water networks serving producers on the East Stateline Ranch. We expect WaterBridge to expand these systems to support growth on and around the area and to serve growing needs across the New Mexico border. We also expect WaterBridge to seek to capitalize on substantial growth in water handling demand in the Northern Delaware Basin through the development of infrastructure on our Northern Position.

Supporting the buildout of produced water infrastructure on our acreage along and near the Texas-New Mexico state border is a key piece of our strategy to grow our business in the Northern Delaware Basin. As of May 25, 2024, WaterBridge operates approximately 600,000 bpd of produced water handling capacity on our land. WaterBridge has an additional approximately 940,000 million bpd of permitted capacity available for future development on and around our land.

We believe that WaterBridge’s produced water system, which is designed for operational redundancy, customer flow assurance and recycling and redelivery across its entire Delaware Basin footprint, will be a leader among the next generation of water handling facilities including water recycling, enhanced evaporation and desalination facilities, which could potentially provide incremental surface use revenues and royalties to us.

We expect to grow organically alongside WaterBridge and Desert Environmental as they increase operational capacities on our surface acreage. For each incremental barrel of source or produced water handled by WaterBridge on our land, we will earn additional revenue while investing minimal capital. We also receive a percentage of gross revenue from Desert Environmental’s waste disposal and reclamation on our land and revenue from providing water for landfill operations. Additionally, should we choose to acquire additional surface acreage, we may be able to enhance returns by entering into additional commercial agreements with WaterBridge and/or Desert Environmental when our respective businesses align.

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Maintain a conservative balance sheet that provides flexibility to pursue disciplined and opportunistic acquisitions while returning capital to shareholders.

We believe that our diverse revenue streams combined with modest operating and capital expenditures provide a robust Free Cash Flow profile for investors. The long-term success of our company will be driven by our ability to effectively generate Free Cash Flow. We may seek to maximize value to our shareholders by paying dividends, buying back our common shares or pursuing potential value-accretive acquisitions or divestitures of our surface acreage and/or mineral interests. We intend to employ a conservative financial policy and maintain a robust balance sheet that will provide us flexibility to pursue these strategies. For example, immediately following this offering, we intend to target a net leverage ratio, which we define as the ratio of our Adjusted EBITDA to our net debt, of approximately 2.5x.

We also believe that fragmented surface ownership in the Permian Basin provides the option to acquire land at attractive valuations and to further commercialize and optimize such land over time. As demonstrated by the Acquisitions and further discussed under “Summary—Recent Developments— Acquisitions,” we will seek acquisition targets that offer returns based on their existing customer base that also have opportunities for us to further enhance returns by growing revenue through continued commercialization and optimization of the surface acreage.

Properties

As of May 25, 2024, we owned approximately 220,000 surface acres in seven counties across Texas and New Mexico. All of our material acreage is encumbered by mortgages that secure our credit facility. Other than such mortgages and our SURAs and SUA easements, there are no material liens or encumbrances on our title to the surface estate on our acreage as of May 25, 2024.

As of May 25, 2024, we also owned approximately 8,000 net royalty acres in Texas with a weighted average royalty interest of 23.9% and net revenue interest per well of 4.4%. Of our net royalty acres, approximately 96% underlie our surface acreage. Other than our net royalty acres, we do not own the mineral interests that underlie our surface acreage. The following table shows by county our surface ownership and royalty ownership as of May 25, 2024:

	Number of Acres
Location (by county and position)	Surface		Net Royalty (1)
Northern Position:
Andrews County (TX)		20,479		—
Lea County (NM)		27,282		—
Eddy County (NM)		765		—
Total		48,526		—
Stateline Position:
Loving County (TX)		82,981		1,145
Winkler County (TX)		33,201		—
Lea County (NM)		17,609		—
Reeves County (TX)		3,663		621
Total		137,454		1,766
Southern Position:
Reeves County (TX)		28,936		6,221
Pecos County (TX)		5,028		—
Total		33,964		6,221
Total Acres		219,944		7,987

(1) Standardized to ¹⁄₈^th interest.

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Customers; Material Contracts and Marketing

Customers

We have a diverse customer base consisting primarily of businesses that develop and produce oil and natural gas or provide services in support of oil and natural gas production. Our customers are generally large, well-capitalized businesses that have strong credit ratings. For the year ended December 31, 2023:

• our five largest customers, which consisted of ConocoPhillips, EOG Resources, WaterBridge, Occidental Petroleum, and Mewbourne Oil Company, comprised approximately 64% of total revenue (62% of total revenue on a pro forma basis);

• no individual customer contributed more than 15% of total revenues (23% of total revenue on a pro forma basis);

• our 10 largest customers comprised approximately 84% of total revenue (78% of total revenue on a pro forma basis); and

• approximately 37% of total revenue (54% of total revenue on a pro forma basis) was from customers with an investment grade credit rating.

During the year ended December 31, 2023, 43% of our total revenues came from three significant customers, ConocoPhillips, EOG Resources, and WaterBridge (45% of total revenue on a pro forma basis). Our ConocoPhillips agreements include (i) a water purchase and access agreement pursuant to which we receive fees for water purchased by ConocoPhillips on our land and (ii) an SUA pursuant to which ConocoPhillips constructed and operates produced water recycling and treatment facilities on our land and from which we receive fees for produced water handled by ConocoPhillips on our land. Our EOG Resources agreements include (i) a sand mine lease pursuant to which EOG Resources constructed and operates a sand mine on our land and from which we receive a per ton royalty for sand extracted and fees for water used in its mining operations, which EOG Resources is required to purchase from us, and (ii) an SUA pursuant to which we receive fees for EOG’s development and use of drilling sites, new and existing roads, pipeline easements and surface and subsurface easements. Our WaterBridge agreements include water facilities agreements and related SUAs, including easements and rights-of-way, pursuant to which we have granted WaterBridge certain rights to construct and operate produced water handling facilities and fresh water facilities on our land and receive fees for use of our land in return. See “Certain Relationships and Related Party Transactions—Historical Transaction with Affiliates—Transactions with WaterBridge NDB and—Transactions with WaterBridge Operating” for further information on our agreements with WaterBridge.

While we would expect to be able to replace these customers, it is possible that the loss of any one of these customers could adversely affect our total revenues and have a material adverse effect on our results of operations, cash flows and financial position, whether in the short or long term. Furthermore, the determination by a customer to initiate or maintain activities on or around our land largely depends on the location of our surface acreage relative to the nature and locations of such customer’s operations and such customer’s need for the use of our land and resources. Our customers generally consist of a limited universe of entities operating on and around our acreage in the Delaware Basin.

Material Contracts and Marketing

We enter into various agreements with our customers in the ordinary course relating to the use of our land and resources and 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

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type of resources extracted, and the amount of use expected to be made of our land or the amount of resources to be produced and/or extracted, among other things. For a discussion regarding general market rates for similar uses of land and resources in our industry and geographic area, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Generate Revenue” and “Industry—Hydrocarbon Value Chain.”

Although our agreements generally do not contain minimum commitment provisions for activities on or around our land, such as brackish water volumes to be purchased, we may include such provisions on an individual basis based on a potential customer’s proposed use of our land and resources. Under our contracts, our customers generally bear liability for environmental, health and safety risks, through indemnification of the Company, mandated insurance coverage and covenants and representations regarding environmental, health and safety compliance for all such risks, in each case, related to their operations on our land. Further, our contracts include inspection rights such that we may enter and oversee certain activities on our properties to monitor our customers’ compliance with environmental, health and safety requirements, and, following completion of the term of our agreements, our customers typically must remediate our land as close as is reasonably practicable to its state prior to such customers’ activities on the land.

• For a description of our SURAs, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Sources of Revenue—Surface Use Royalties and Revenues—Surface Use Royalties.”

• For a description of our SUAs, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Sources of Revenue—Surface Use Royalties and Revenues—Easements and Surface-Related Revenues.”

• For a description of our water supply agreements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Sources of Revenue—Surface Use Royalties and Revenues—Resource Sales.”

• For a description of our sand lease agreements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Sources of Revenue—Surface Use Royalties and Revenues—Resource Sales.”

In addition, we are a party to various agreements with affiliates relating to the use of our land and its resources, including:

• a produced water facilities agreement granting WaterBridge the exclusive right to construct, own and operate new produced water handling infrastructure on the western portion of our Stateline Position, with an initial term of approximately five years and automatic one-year renewals unless terminated by a party prior to renewal. We are paid a royalty for each barrel of produced water transported across our lands subject to the agreement, surface use payments in respect of its infrastructure constructed and operated on our surface acreage subject to the agreement and a percentage of the net proceeds received by WaterBridge for the sale of skim oil recovered on our land subject to the agreement. Surface use payments are based on market rates and subject to annual redetermination by us in our reasonable discretion, taking into account market rates for similar payments in the immediate vicinity of our land. The agreement provides for automatic annual increases in royalties that are tied to CPI, and mutual termination rights in the event of a counterparty default and contains standard confidentiality, indemnification, insurance and change of control provisions;

• a produced water facilities agreement granting WaterBridge the right to construct, own and operate produced water handling infrastructure on the East Stateline Ranch, the Lea County Ranches, the Speed Ranch and all future land acquired by us in our Stateline and Northern Positions, with (i) a perpetual term on the East Stateline Ranch for so long as WaterBridge conducts operations

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thereon and (ii) an initial term of approximately ten years and automatic one-year renewals unless terminated by a party prior to renewal for all other lands. Under the agreement, WaterBridge has the exclusive right to construct and operate up to 30 produced water handling facilities at specified locations. WaterBridge also has the exclusive right to handle produced water volumes generated from the East Stateline Ranch, subject to customary exclusions and pre-existing third-party rights. WaterBridge has the non-exclusive right to operate produced water infrastructure on all other lands subject to the agreement. We are paid a royalty for each barrel of produced water transported by WaterBridge across our land subject to the agreement, a royalty for each barrel of produced water treated and sold by WaterBridge from a recycling facility on our land subject to the agreement, surface use payments in respect of WaterBridge’s infrastructure constructed and operated on our surface acreage subject to the agreement and a percentage of the net proceeds received by WaterBridge for the sale of skim oil recovered on our land subject to the agreement. Surface use payments are based on market rates and subject to annual redetermination by us in our reasonable discretion, taking into account market rates for similar payments in the immediate vicinity of our land. The agreement provides for automatic annual increases in royalties that are tied to CPI, and mutual termination rights in the event of a counterparty default and contains standard confidentiality, indemnification, insurance and change of control provisions;

• a fresh water facilities agreement granting WaterBridge the right to construct, own and operate brackish water infrastructure on the East Stateline Ranch, the Lea County Ranches, the Speed Ranch and all future land acquired by us in our Stateline and Northern Positions, with (i) a perpetual term on the East Stateline Ranch for so long as WaterBridge conducts operations thereon and (ii) an initial term of approximately ten years and automatic one-year renewals unless terminated by a party prior to renewal for all other lands. WaterBridge has the exclusive right to market and sell brackish water produced from the East Stateline Ranch to third parties for use in oil and natural gas operations, subject to customary exclusions and pre-existing third-party rights. WaterBridge has the non-exclusive right to operate brackish water infrastructure on all other lands subject to the agreement for use in oil and natural gas operations. We may grant third parties the right to transport brackish water across the lands subject to the Agreement, including the East Stateline Ranch. We are paid a royalty for each barrel of brackish water produced by WaterBridge from, or transported by WaterBridge across, our land subject to the agreement, a percentage of the net proceeds for each barrel of brackish water produced by WaterBridge from our land subject to the agreement and sold for use off of our land and surface use payments in respect of WaterBridge’s infrastructure constructed and operated on our land subject to the agreement. Surface use payments are based on market rates and subject to annual redetermination by us in our reasonable discretion, taking into account market rates for similar payments in the immediate vicinity of our land. The agreement provides for automatic annual increases in royalties that are tied to CPI, and mutual termination rights in the event of a counterparty default and contains standard confidentiality, indemnification, insurance and change of control provisions; and

• surface use agreements with Desert Reclamation LLC and Safefill Pecos, LLC, each a subsidiary of Desert Environmental, each with an initial term of 10 years and automatic one-year renewals unless terminated by either party prior to renewal, pursuant to which we have granted certain exclusive rights to construct, operate and maintain non-hazardous oilfield reclamation and solid waste facilities on our land and we receive a percentage of gross revenue from solid waste disposal and reclamation, as well as additional revenue from providing water for landfill operations and fees for surface damages, which surface damage payments are based on market rates and subject to annual redetermination by us in our reasonable discretion, taking into account market rates for similar payments in the immediate vicinity of our land. Each party is required to purchase all dirt, gravel and similar materials utilized in connection with such facilities on our land, as well as for all brackish water, from us. These agreements contain standard confidentiality, indemnification, insurance and change of control provisions.

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We are also party to lease arrangements with respect to a portion of our oil and natural gas mineral interests. See “—Our Assets—Mineral Interests” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Oil and Gas Royalties.”

In addition to continuing to capitalize on existing agreements and relationships, we intend to pursue and acquire new commercial arrangements in an effort to develop and diversify our revenue streams. As such, we are currently pursuing arrangements relating to solar power generation, crypto currency mining and data centers, non-hazardous oilfield reclamation and solid waste facilities and commercial fueling stations, among other revenue streams. Similar to the other operations conducted on our land, we expect to enter into surface use or similar agreements with the owners of these projects from which we expect to receive surface use fees and other payments in connection with the utilization of our land, but we would not own or operate such projects or expect to incur significant capital expenditures in connection therewith.

Infrastructure

In order to use our surface acreage to, among other things, support all stages of energy development and production to supply growing global demand, we have entered into various surface use agreements through which our customers have built and own or are developing infrastructure on our land, including oil, natural gas and produced water gathering pipelines, recycled water pipelines, produced water handling facilities, water recycling ponds, a sand mine, non-hazardous oilfield reclamation and solid waste facilities and a crypto currency facility, as of December 31, 2023. We also own brackish water wells and ponds on our land.

In addition to the above infrastructure, improvements with respect to permanent electrical infrastructure, including telecommunication lines, drilling pad sites, roads and landfills, among other things, have been made on our land that improve reliability and lower operating costs for our customers. Although infrastructure with the ability to increase revenue-generating activities is already present on our surface acreage, we believe that our land presents a multitude of additional opportunities for further commercialization and optimization, including coordinating with potential customers to construct infrastructure relating to power storage, water treatment facilities, hydrogen production and carbon capture and sequestration.

Cyclical Nature of Oil and Natural Gas Industry

The oil and natural gas industry is a highly cyclical industry. Demand for the use of our land and its resources depends substantially on activity levels by producers on and around our land. Prevailing commodity prices and future demand for, and price of, oil and natural gas and volatility in oil or natural gas prices (or the perception that oil or natural gas prices will decrease) affects such producers’ capital expenditures and willingness to pursue development activities. As such, the willingness of our producers to engage in drilling activities on and around our land is substantially influenced by the market prices of oil and natural gas. Producers tend to increase capital expenditures in response to increases in oil and natural gas prices, which would generally be expected to result in greater revenues for us. Increased capital expenditures can also lead to greater production, which historically has resulted in increased supplies of oil and natural gas that can, in turn, reduce prices thereby leading to a reduction in activity levels. For these reasons, the results of our operations may be cyclical and may fluctuate from quarter to quarter and from year to year, and these fluctuations may distort comparisons of results across periods.

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Seasonality

While our business is not necessarily seasonal in nature, revenue from the use of our land and its resources may fluctuate over certain reporting periods due to fluctuations in the prices of oil and natural gas. Generally, but not always, the demand for natural gas, as well as associated production, decreases during the summer months and increases during the winter months, thereby affecting the amount we receive in association with natural gas production and related activities on our land. Seasonal anomalies, such as mild winters or hotter than normal summers, may lessen this fluctuation. Demand for oil has generally not been seasonal. Our other revenue streams, including sales of brackish water, payments from SUAs and other surface related revenue and sales of resources, may also vary from period to period due to seasonal changes in supply and demand, and a variety of additional seasonal factors that are beyond our control and the control of producers on or around our land.

Our results and business are significantly dependent on our customers and their activities on our land, which are beyond our control. Weather conditions in the Permian Basin generally result in higher drilling activity in the spring, summer and fall months, although summer and fall drilling activity can be restricted due to severe weather conditions. In the fourth quarter, due to inclement weather and the exhaustion of annual drilling and completion capital expenditure budgets, drilling activity typically declines in the Permian Basin. As a result, our results of operations, cash flows and financial position may vary year over year, with particular periods of results not necessarily indicative of our future results.

Human Capital Resources

We manage our operations through our Shared Services Agreement (the “Shared Services Agreement”) with certain affiliates of WaterBridge (the “Manager”). Pursuant to the Shared Services Agreement, the Manager provides us with our senior executive management team and certain management services, as well as general, administrative, overhead and operating services to support our business and development activities, including five full-time personnel exclusively providing field services on our surface acreage and two full-time corporate services personnel exclusively providing corporate services to us. Pursuant to the Shared Services Agreement, the Manger provides operational and maintenance services, such as project and construction management, and provides operating materials and equipment. Because our customers construct and operate almost all of the infrastructure installed on our acreage, we have and expect to maintain a minimal number of employees. However, our future success will depend partially on the attraction, retention and motivation of qualified personnel who provide services to us through the Shared Services Agreement. We are not a party to any collective bargaining agreements and have not experienced any strikes or work stoppages. In general, we believe that our personnel relations are satisfactory.

Personnel Health and Safety

Safety is important to us and begins with the protection and safety of our personnel and the communities in which we operate. We value people above all else and remain committed to making safety and health our top priority. We strive to comply with all applicable health and safety laws and regulations and continually seek to maintain and deepen our safety culture by providing a safe working environment that encourages active personnel engagement, including implementing safety programs and continuing education policies to achieve improvements in our safety culture. We intend to continue to develop and administer policies to promote our organizational goals and improve and maintain the safety of our workspace.

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Competition

The market in which we operate is competitive due to the location of our land in the Permian Basin in Texas and New Mexico and to the services in which we offer our customers. Given our geographic concentration in the Permian Basin, we compete with existing landowners in the area to provide an attractive development site for the limited number of potential customers that seek to develop and/or construct infrastructure in Texas and New Mexico to support their various business activities. We also compete with such landowners over the limited supply of, and demand for, resources, including brackish water, in the area. Furthermore, to the extent any new property owner purchases land located in areas comparable to our surface acreage, such property owner could be a potential competitor. As we continue to grow our business and enter into new business lines, including with respect to renewable energy, non-hazardous oilfield reclamation and solid waste facilities and other revenue streams, we will experience increasing levels of competition. Competition in our current market is based primarily on the geographic location of land, business reputation, pricing arrangements for the use of the land and its resources and legal and regulatory restrictions, among other factors. Although some of our competitors may have a broader geographic scope, longer operating history and greater financial and other resources than we have, we believe that we are competitively well-positioned due to the premier location of our land, which also provides a multitude of resources and uses, the reliability of our assets and our customer relationships, such as our symbiotic relationships with WaterBridge and Desert Environmental.

Insurance

We maintain insurance coverage at levels that we believe are reasonable and prudent; however, as is customary in our industry, we do not insure fully against all risks associated with our business, either because such insurance is not available or because premium costs are considered prohibitive. We may not be able to maintain adequate insurance in the future at rates or on other terms we consider commercially reasonable and our actual coverage may not insure against many types of interruptions or events that might occur. In addition, the proceeds of any such insurance may not be paid in a timely manner and may be insufficient if a loss event were to occur. The occurrence of such an event, the consequences of which are either not covered by insurance or not fully insured, or a significant delay in, or denial of, the payment of a major insurance claim, could have a materially and adverse effect on our results of operations, cash flows and financial position. Our arrangements with our customers operating on our land require the maintenance of certain levels of insurance and such customers’ indemnification of us to protect for such events occurring with respect to their operations.

Near Term Business Plan and Capital Needs

We generate multiple revenue streams from the use of our surface acreage, the sale of resources from our land and oil and gas royalties. During the remainder of 2024 and 2025, we intend to continue our active land management strategy of optimizing the current uses of our land and its resources, while also identifying and developing, or supporting the development of, new uses of and revenues from our land. We do not currently anticipate any significant capital requirements during the remainder of 2024 and 2025 associated with research and development, an increase in the number of employees or otherwise, although we may pursue any compelling acquisition opportunity that is presented to us.

Under most of our agreements with our customers, our customers bear substantially all of the operating and capital expenditures related to their operations on our land, which minimizes our capital requirements for both current and future commercial opportunities. We intend to use the net proceeds from this offering to repay a portion of the outstanding borrowings under our credit facility, to make a distribution to LandBridge Holdings and, to the extent any net proceeds remain, for general company

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purposes. Management does not believe that the proceeds from this offering will be required for us to continue our active land management strategy. Instead, management believes that our cash on hand and cash flow from operating activities will provide us with sufficient liquidity to execute such strategy.

Should we seek to grow our land position through acquisitions of additional acreage and additional capital were required in excess of our cash resources, we expect that we would seek to raise such capital through borrowings under our credit facility, offerings of debt and equity securities or other similar means.

Regulation of Environmental and Occupational Safety and Health Matters

Our customers’ business operations are subject to numerous environmental and occupational health and safety laws and regulations that may be imposed at the federal, regional, state and local levels. The activities that our customers conduct in the course of oil and natural gas exploration and production, produced water handling, sand mining, and other activities are subject to or may become subject to stringent environmental regulation. Our customers are responsible for compliance with various environmental laws and regulations in the course of their operations. Although we generally have the right to inspect our properties and the activities thereon, we typically do not have any control with respect to such activities. For properties in which we hold mineral or royalty interests, we generally are not subject to direct environmental liability because we do not own, operate, or otherwise have control over any of the equipment, facilities, or operations occurring on such properties. However, with respect to land owned by us and leased to a customer, we may be subject to strict, joint and several liability for any spills or contamination on those properties, even though we generally have no control over operations on properties. For further information, see “Risk Factors—Risks Related to Environmental and Other Regulations—Operations on our properties are exposed to significant delays, costs and liabilities as a result of environmental, health and safety requirements applicable to our operators.” To mitigate the risk of potential environmental liabilities that may arise in the course of operations on our properties that we do not control, we generally seek to partner with reputable customers and seek indemnification from our customers for liabilities arising from their operations on our land, and we maintain what we believe is customary and reasonable insurance to protect our business against these potential losses. We also typically include covenants relating to compliance with environmental, health and safety regulations and remediation provisions in our contracts. Additionally, we may be able to rely on state funded programs (such as the TRRC’s Orphan Well Program) for coverage of certain plugging and abandonment liabilities upon declaration of bankruptcy by any of our customers. However, such actions may not be adequate to cover our liabilities, and we are not fully protected or insured against all risks. We do not expect environmental compliance costs to have a material adverse effect on our results of operations, cash flows and financial position; however, there can be no assurance that such costs will not be material in the future or that such future compliance will not have a material adverse effect on our results of operations, cash flows and financial position, or on those of our customers.

The more significant of these existing environmental and occupational health and safety laws and regulations include the following U.S. legal standards, as amended from time to time:

• the CAA, which restricts the emission of air pollutants from many sources and imposes various pre-construction, operational, monitoring and reporting requirements, and which the EPA has relied upon as authority for adopting climate change regulatory initiatives relating to GHG emissions;

• the Federal Water Pollution Control Act, also known as the Clean Water Act (“CWA”), which regulates discharges of pollutants into state and federal waters and establishes the extent to which waterways are subject to federal jurisdiction and rulemaking as protected waters of the United States;

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• the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), which imposes liability on generators, transporters, and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur;

• the Resource Conservation and Recovery Act (“RCRA”), which governs the generation, treatment, storage, transport, and disposal of solid wastes, including hazardous wastes;

• the Oil Pollution Act of 1990, which subjects owners and operators of onshore facilities, pipelines and other facilities, as well as lessees or permittees of areas in which offshore facilities are located, that are the site of an oil spill in waters of the United States, to liability for removal costs and damages;

• the Safe Drinking Water Act (the “SDWA”), which ensures the quality of the United States’ public drinking water through the adoption of drinking water standards and control of the injection of waste fluids into below-ground formations that may adversely affect drinking water sources;

• the ESA, which restricts activities that may affect federally identified endangered and threatened species or their habitats through the implementation of operating restrictions or a temporary, seasonal, or permanent ban in affected areas;

• the National Environmental Policy Act, which requires federal agencies to evaluate major agency actions having the potential to impact the environment and that may require the preparation of environmental assessments and more detailed environmental impact statements that may be made available for public review and comment; and

• the Occupational Safety and Health Act, which establishes workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potential harmful effects of these substances, and appropriate control measures.

Texas and New Mexico have similar laws and regulations in many respects. These environmental and occupational health and safety laws and regulations generally restrict the level of substances generated as a result of operations that may be emitted to ambient air, discharged to surface water, and disposed or released to surface and below-ground soils and ground water. Additionally, there exist state and local jurisdictions in the United States where we operate that also have, or are developing or considering developing, similar environmental and occupational health and safety laws and regulations governing many of these same types of activities. Any failure by us, or our customers, to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil, and criminal fines or penalties; the imposition of investigatory, remedial, and corrective action obligations or the incurrence of capital expenditures; the occurrence of restrictions, delays or cancellations in the permitting, development or expansion of projects; and the issuance of injunctions restricting or prohibiting some or all activities in a particular area. Certain environmental laws also provide for citizen suits, which allow environmental organizations to act in place of the government and sue customers for alleged violations of environmental law. The ultimate financial impact arising from environmental laws and regulations is neither clearly known nor determinable as existing standards are subject to change and new standards continue to evolve.

Some of our land has been or is now operated by third parties or by previous owners or operators whose treatment and disposal of hazardous substances, wastes, or petroleum hydrocarbons is not under our control. Under environmental laws such as CERCLA and RCRA, we could incur strict, joint and several liability for remediating hydrocarbons, hazardous substances or wastes disposed of or released by us or prior owners or operators. We also could incur costs related to the clean-up of third-party sites to which we sent regulated substances for disposal or to which we sent equipment for

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cleaning, and for damages to natural resources or other claims related to releases of regulated substances at or from such third-party sites.

Waste Disposal. RCRA and comparable state statutes regulate the generation, transportation, treatment, storage, disposal and cleanup of hazardous and nonhazardous wastes. Pursuant to rules issued by the EPA, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. Drilling fluids, produced water, and most of the other wastes associated with the exploration, development, and production of oil or gas, if properly handled, are currently exempt from regulation as hazardous waste under RCRA, and instead are regulated under RCRA’s less stringent nonhazardous waste provisions, state laws or other federal laws. However, it is possible that certain oil and natural gas drilling and production wastes now classified as nonhazardous could be classified as hazardous wastes in the future. Any loss of the RCRA exclusion for drilling fluids, produced water and related wastes could result in an increase in our and our oil and natural gas producing operators’ costs to manage and dispose of generated wastes, which could have a material adverse effect on our and our customers’ results of operations, cash flows and financial position. Texas and New Mexico have received authority from the EPA to administer the RCRA program in their respective jurisdictions, in addition to their own state regulations.

Wastes containing naturally occurring radioactive materials (“NORM”) may also be generated in connection with our customers’ operations. Certain processes used to produce oil and natural gas may enhance the radioactivity of NORM, which may be present in oilfield wastes. NORM is subject primarily to individual state radiation control regulations. For example, the TRRC and New Mexico Oil Conservation District generally regulate the management and disposal of NORM from oil and natural gas operations in their own respective jurisdictions. In addition, NORM handling and management activities are governed by regulations promulgated by OSHA. These state and OSHA regulations impose certain requirements concerning worker protection, the treatment, storage and disposal of NORM waste and the management of waste piles, containers and tanks containing NORM, as well as restrictions on the uses of land with NORM contamination.

The CWA and analogous state laws impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and hazardous substances, into state waters and waters of the U.S. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA and analogous state laws also require individual permits or coverage under general permits for discharges of stormwater runoff from certain types of facilities.

Water Regulation. The CWA also prohibits the discharge of dredge and fill material in regulated waters, including wetlands, unless authorized by permit. There continues to be uncertainty regarding the federal government’s applicable jurisdictional reach under the CWA over waters of the U.S., including wetlands, as the EPA and the U.S. Army Corps of Engineers (“Corps”) under the Obama, Trump and Biden Administrations have pursued multiple rulemakings since 2015 in an attempt to determine the scope of such reach. In December 2022, EPA and the Corps proposed a final rule founded upon the pre-2015 regulations and incorporated updates based on existing Supreme Court decisions, including considerations based on regional and geographic differences. However, this rule has been subject to legal challenge and is currently enjoined in Texas. Additionally, the Supreme Court recently decided Sackett v. EPA, a case relating to the legal tests used to determine whether wetlands should be considered “waters of the United States.” In Sackett, the Supreme Court significantly narrowed the scope of “waters of the United States” from its earlier jurisprudence by holding that, under the CWA, the word “waters” refers only to geographical features that are described in ordinary parlance as “streams, rivers, oceans, and lakes” and adjacent wetlands that are indistinguishable from those bodies of water due to a continuous surface connection. The Sackett decision undermines the current and proposed waters of the United States rules, which both incorporate the broader “significant

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nexus” test previously embraced by the Supreme Court. As a result, and absent new legislation, the EPA and the Corps will likely need to issue new regulations to reflect the Supreme Court’s narrowed interpretation of the agencies’ jurisdiction under the CWA. To the extent any rule or regulation expands the scope of the CWA’s jurisdiction, we, WaterBridge, Desert Environmental and our producers and other customers could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas. These laws and any implementing regulations provide for administrative, civil and criminal penalties for any unauthorized discharges of crude oil and other substances in reportable quantities and may impose substantial potential liability for the costs of removal, remediation and damages. To the extent that any new final rule or rules issued by the EPA and Corps under the Biden Administration expands the scope of the CWA’s jurisdiction in areas where we or our customers conduct operations, such developments could increase compliance expenditures or mitigation costs, contribute to delays, restrictions, or cessation of the development of projects, and also reduce the rate of production of oil and natural gas from producers with whom we have a business relationship and, in turn, have a material adverse effect on our results of operations, cash flows and financial position. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for noncompliance with discharge permits or other requirements of the CWA and analogous state laws and regulations.

Air Emissions. The CAA and comparable state laws restrict the emission of air pollutants from many sources through air emissions standards, construction and operating permit programs and the imposition of other compliance standards. These laws and regulations may require us, or our customers, to obtain preapproval for the construction or modification of certain projects or facilities expected to produce or significantly increase air emissions, obtain and strictly comply with stringent air permit requirements or utilize specific equipment or technologies to control emissions of certain pollutants. The need to obtain permits has the potential to delay our projects as well as our customers’ development of various types of projects. Over the next several years, our customers may incur certain capital expenditures for air pollution control equipment or other air emissions related issues, which could lead to an increase in our customers’ operating costs or a decrease in our or our customers’ revenues and limit future development activity by our customers, including WaterBridge and Desert Environmental, thereby reducing their demand for the use of our land and resources. For example, in 2015, the EPA issued a final rule under the CAA, making the National Ambient Air Quality Standard (“NAAQS”) for ground level ozone more stringent. Since that time, the EPA has issued attainment/nonattainment designations with respect to ground-level ozone, and in December 2020, the EPA under the Trump Administration published a final action that, upon conducting a periodic review of the ozone standard in accord with CAA requirements, elected to retain the 2015 ozone NAAQS without revision on a going-forward basis. However, several groups have filed litigation over this December 2020 decision, and the Biden Administration has announced plans to reconsider the December 2020 final action in favor of a more stringent ground-level ozone NAAQS, a decision on which is not expected until after the 2024 presidential election. State implementation of the revised NAAQS could also result in the imposition of more stringent requirements through permits issued by the New Mexico Environmental Department or the Texas Commission on Environmental Quality if projects on our land have air emissions above certain thresholds set under applicable laws and regulations. Compliance with the NAAQS requirements or other air pollution control and permitting requirements has the potential to delay the development of oil and natural gas and other projects and increase our or our customers’ costs of development and production, which costs could reduce demand for our services and have a material adverse impact on our results of operations, cash flows and financial position. In addition, the IRA amends the CAA to impose a fee on the emission of methane from sources required to report their GHG emissions to the EPA, including those sources in the onshore petroleum and natural gas production and gathering and boosting source categories. The IRA also imposes a federal fee on the emission of GHGs through a methane emissions charge, including onshore petroleum and natural gas production. In January 2024, the EPA issued a proposed rule to implement the IRA’s methane fee, which starts at $900 per metric ton of waste emissions in 2024, increasing to $1,200 for

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2025, and $1,500 for 2026 and beyond, and only applies to emissions that exceed the statutorily specified levels. These methane emissions charges, could increase costs for our customers and, indirectly, adversely affect our results of operations, cash flows and financial position.

Produced Water Handling Facilities. Water handling via underground injection is regulated pursuant to the Underground Injection Control (“UIC”) program established under the SDWA and analogous state and local laws and regulations. The UIC program includes requirements for permitting, testing, monitoring, recordkeeping and reporting of produced water handling activities, as well as a prohibition against the migration of fluid containing any contaminant into underground sources of drinking water. State regulations require a permit from the applicable regulatory agencies to operate produced water handling facilities. Authority over underground injection and disposal wells has been delegated by the EPA to the TRRC and the NMOCD, respectively. Although our customers monitor the injection process of their facilities, any leakage from the subsurface portions of the produced water handling facilities could cause degradation of groundwater resources, potentially resulting in suspension of our customers UIC permits, issuance of fines and penalties from governmental agencies, incurrence of expenditures for remediation of the affected resource and imposition of liability by third parties claiming damages for alternative water supplies, property and personal injuries. A change in water handling regulations or the inability to obtain permits for new produced water handling permits in the future may affect our customers’ ability to handle produced water and other substances on our land, which could adversely affect our business, results of operations, cash flows and financial position.

Furthermore, in response to seismic events in the past several years near produced water handling facilities used for disposal by injection of produced water resulting from oil and natural gas activities, federal and some state agencies are investigating whether such facilities have caused increased seismic activity, and some states have restricted, suspended or shut down the use of such produced water handling facilities in certain areas prone to increased seismic activity. Developing research suggests that the link between seismic activity and wastewater disposal may vary by region and that only a very small fraction of the tens of thousands of produced water handling facilities have been suspected to be, or have been, the likely cause of induced seismicity. In 2016, the U.S. Geological Survey identified six states with the most significant hazards from induced seismicity, including Oklahoma, Kansas, Texas, Colorado, New Mexico and Arkansas. As a result of these concerns, regulators in some states have imposed, or are considering imposing, additional requirements in the permitting of produced water handling facilities or otherwise to assess any relationship between seismicity and the use of such wells. For example, the TRRC has issued rules for water handling facilities that imposed certain permitting and operating restrictions and reporting requirements on produced water handling facilities in proximity to faults. New Mexico has, in some parts of the state, issued monitoring and reporting guidelines with respect to seismic activity and requires significant spacing between produced water handling facilities.

States also may issue orders to temporarily shut down or to curtail the injection depth of existing facilities in the vicinity of seismic events. In Texas, the TRRC has pursued several regulatory initiatives since the latter half of 2021 as a result of recent seismic activity in an area of the Midland Basin including: (i) directing operators to pursue voluntary reductions in produced water handling from scores of produced water handling facilities in response to earthquakes; (ii) suspending certain deep produced water handling permits within seismic response areas: and (iii) suspending all produced water handling permits to inject oil and natural gas waste into deep strata within the boundaries of seismic response areas. In November 2021, New Mexico implemented protocols requiring operators to take various actions within a specified proximity of certain seismic activity, including a requirement to limit injection rates if a seismic event is of a certain magnitude. An additional consequence of this seismic activity is lawsuits alleging that produced water handling operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. The adoption and implementation of any new laws, regulations or directives that restrict our customers’, including

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WaterBridge’s, ability to dispose of wastewater on our land by limiting volumes, disposal rates, produced water handling facility locations or otherwise, or requiring our customers to shut down produced water handling facilities, could reduce the demand for use of our land and resources and limit the fees and royalties we receive from the transportation and the handling of produced water on our land, which would have a material adverse effect on our results of operations, cash flows and financial position.

Hydraulic Fracturing. Hydraulic fracturing involves the injection of water, sand or other proppants and chemical additives under pressure into targeted geological formations to fracture the surrounding rock and stimulate production. Hydraulic fracturing is an important and common practice that is typically regulated by state oil and natural gas commissions or similar agencies. However, the practice continues to be controversial in certain parts of the country, resulting in increased scrutiny and regulation of the hydraulic fracturing process, including by federal agencies that have asserted regulatory authority or pursued investigations over certain aspects of the hydraulic fracturing process.

Moreover, some state and local governments have adopted, and other governmental entities are considering adopting, regulations that could impose more stringent permitting, disclosure and well construction requirements on hydraulic fracturing operations, including states where our customers operate. For example, Texas, New Mexico and other states have adopted regulations that impose stringent permitting, disclosure, disposal and well construction requirements on hydraulic fracturing operations. The TRRC in 2014, for instance, issued a “well integrity rule” which updated the requirements for drilling, completing and cementing wells. The rule also included new testing and reporting requirements, such as the requirement to submit cementing reports after well completion or after cessation of drilling (whichever is later) and imposition of additional testing on wells less than 1,000 feet below usable groundwater. States could also elect to place certain prohibitions on hydraulic fracturing. For example, in recent years, in New Mexico, there have been continued efforts to pause hydraulic fracturing and cease state issuance of permits for a four year time period, although none of the bills introduced on this topic have yet passed the New Mexico Legislature.

In the event that new federal, state or local restrictions or bans on the hydraulic fracturing process are adopted in areas where our land is located, our customers may incur additional costs or permitting requirements to comply with such requirements that may be significant in nature and our customers could experience added restrictions, delays or cancellations in their exploration, development, or production activities, which would in turn reduce the demand for use of our land and resources and have a material adverse effect on our results of operations, cash flows and financial position.

Climate Change. The threat of climate change continues to attract considerable attention from the public and policymakers in the U.S. and around the world. As a result, numerous proposals have been made, and more are likely forthcoming at the international, national, regional and state levels of government to monitor and limit existing emissions of GHGs as well as to restrict or eliminate such future emissions. As a result, our operations as well as the operations of our customers are subject to a series of regulatory, political, litigation, and financial risks associated with our and their operations, including those related to the production and processing of fossil fuels and emission of GHGs.

Endangered Species. The ESA restricts activities that may affect endangered or threatened species or their habitats. Similar protections are afforded under the Migratory Birds Treaty Act (“MBTA”), which prohibits the taking of protected migratory bird species without prior authorization by the FWS. To the degree that species listed under the ESA or similar state laws, or are protected under the MBTA, live in the areas where we or our customers operate, our and our customers’ abilities to conduct or expand operations and construct facilities could be limited or we and our customers could be forced to incur material additional costs. Moreover, our customers’ drilling activities may be delayed, restricted, or cancelled in protected habitat areas or during certain seasons, such as breeding and

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nesting seasons. Some of our land and the operations of our customers are located in areas that are designated as habitats for protected species. In addition, the FWS may make determinations on the listing of unlisted species as endangered or threatened under the ESA. The dunes sagebrush lizard and the lesser prairie chicken are examples of species that, if listed as endangered or threatened under the ESA in the future, could impact our or our customers’ operations. For example, in November 2022, the FWS listed the northern district population segment of the lesser prairie chicken (encompassing southwest Colorado, southcentral to western Kansas western Oklahoma and the northeast Texas Panhandle) as threatened under the ESA, and the southern district population segment (covering eastern New Mexico and the southwest Texas panhandle) as endangered. The FWS listed the dunes sagebrush lizard as an endangered species under the ESA in a final rule that is effective June 20, 2024. Critical habitat for the species has not yet been designated but is expected to occur after a separate rulemaking in the future. The designation of previously unidentified endangered or threatened species could indirectly cause us or our customers to incur additional costs, cause our or our customers’ operations to become subject to operating restrictions or bans and limit future development activity in affected areas. The FWS and similar state agencies may designate critical or suitable habitat areas that they believe are necessary for the survival of threatened or endangered species. Such a designation could materially restrict use of, or access to, federal, state, and private lands, including our land.

Over time, the trend in environmental and occupational health and safety regulation is to typically place more restrictions and limitations on activities that may adversely affect the environment or expose workers to injury and thus, any changes in environmental or occupational health and safety laws and regulations or reinterpretation of enforcement policies that may arise in the future and result in more stringent or costly waste management or disposal, pollution control, remediation or occupational health and safety-related requirements could have a material adverse effect on our business, results of operations, cash flows and financial position. We may not have insurance or be fully covered by insurance against all environmental and occupational health and safety risks, and we may be unable to pass on increased compliance costs arising out of such risks to our customers. We review regulatory and environmental issues as they pertain to us and we consider regulatory and environmental issues as part of our general risk management approach. For more information on environmental and occupational health and safety matters, see “Risk Factors—Risks Related to Environmental and Other Regulations—Legislation or regulatory initiatives intended to address seismic activity could restrict drilling, completion and production activities, as well as WaterBridge’s ability to handle produced water gathered from its customers, which could have a material adverse effect on our results of operations, cash flows and financial position,” “Risk Factors—Risks Related to Environmental and Other Regulations—The results of operations of customers, as well as producers on or around our land, may be materially impacted by efforts to transition to a lower-carbon economy,” “Risk Factors—Risks Related to Our Business and Operations—We may be subject to claims for personal injury and property damage, or for catastrophic events, which could materially and adversely affect our results of operations, cash flows and financial position,” “Risk Factors—Risks Related to Our Business and Operations—We or our customers may be unable to obtain and renew permits necessary for operations, which could materially and adversely affect our results of operations, cash flows, and financial position” and “Risks Related to Our Business and Operations.”

Oil, Natural Gas and NGL Data

Proved Reserves

Evaluation of Proved Reserves. Our proved reserves estimates as of December 31, 2023 and 2022 are based on reserves reports prepared by W.D. Von Gonten & Co. (“Von Gonten”), our independent petroleum engineers. The reports of Von Gonten contain further discussion of the reserves estimates and their preparation procedures.

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Von Gonten was founded in 1995 and performs consulting petroleum engineering services under Texas Board of Professional Engineers Registration No. F-1855. Within Von Gonten, the technical persons primarily responsible for preparing the reserves estimates set forth in the reserves reports incorporated herein are William D. Von Gonten, Jr., President, and Travis C. Swanson, Petroleum Engineer. Mr. Von Gonten has served as President of Von Gonten since its founding in November 1995. His experience includes significant projects in both conventional and unconventional resources in every major U.S. producing basin and abroad, including oil and natural gas shale plays, coalbed methane fields, waterfloods and complex, faulted structures. Mr. Von Gonten graduated from Texas A&M University in 1988 with a Bachelor of Science degree in Petroleum Engineering and is a registered Professional Engineer in the State of Texas. He is also a member of the Society of Petroleum Engineers (SPE) and the Society of Petroleum Evaluation Engineers (SPEE). Mr. Swanson has been an employee of, and served as a petroleum engineer for, Von Gonten since June 2011 and has approximately 13 years of prior industry experience. Mr. Swanson graduated from Texas A&M University in 2011 with a Bachelor of Science degree in Petroleum Engineering and is a registered Professional Engineer in the State of Texas. He is also a member of the Society of Petroleum Engineers (SPE) and the Society of Petroleum Evaluation Engineers (SPEE). Both Mr. Von Gonten’s and Mr. Swanson’s responsibilities include reserves and economic evaluations, fair market valuations, field studies, pipeline resource studies and acquisition/divestiture analysis.

Both Messrs, Von Gonten and Swanson meet or exceed the requirements with regard to qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. Both are proficient in judiciously applying industry standard practices to engineering and geoscience evaluations as well as applying SEC and other industry reserves definitions and guidelines. Von Gonten does not have any ownership in any of our properties, and no portion of Von Gonten’s compensation is directly dependent on the quantity of reserves booked. A summary of Von Gonten’s reports with respect to our proved reserves estimates as of December 31, 2023 and 2022 are included as exhibits to the registration statement of which this prospectus forms a part.

Our management team works closely with Von Gonten to ensure the integrity, accuracy and timeliness of the data used to estimate our reserves. Members from our management team meet with our independent petroleum engineers periodically during the period covered by the reserves reports to discuss the assumptions and methods used in the reserves estimation process. We provide historical information to Von Gonten for our properties, such as ownership interest, oil and natural gas production and commodity prices. Our Chief Accounting Officer oversees our reserve estimates process, and directly reports to our Chief Executive Officer who is responsible for overseeing the review of our reserve estimates.

The preparation of our reserves estimates were reviewed in accordance with our internal control procedures. These procedures, which are intended to ensure reliability of reserves estimations, include the following:

• review and verification of historical production data, which data is based on actual production as reported by our operators;

• review by our Chief Accounting Officer of all of our reported reserves, including the review of all significant reserves changes and all new PUDs additions;

• review and verification of net revenue interests, costs inputs applicable to ownership interests and reasonableness of other cost assumptions impacting the economic life of the reserves;

• review of reserves estimates by our Chief Accounting Officer or by personnel under his direct supervision; and

• direct reporting responsibilities by our Chief Accounting Officer to our Chief Executive Officer and Chief Operating Officer.

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Estimation of Proved Reserves. In accordance with rules and regulations of the SEC applicable to companies involved in oil and natural gas producing activities, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations. The term “reasonable certainty” means deterministically, the quantities of oil and/or natural gas are much more likely to be achieved than not, and probabilistically, there should be at least a 90% probability of recovering volumes equal to or exceeding the estimate. All of our proved reserves as of December 31, 2023 and 2022 were estimated using a deterministic method. The estimation of reserves involves two distinct determinations. The first determination results in the estimation of the quantities of recoverable oil and natural gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable reserves relies on the use of certain generally accepted analytical procedures. These analytical procedures fall into four broad categories or methods: (i) production performance-based methods; (ii) material balance-based methods; (iii) volumetric-based methods; and (iv) analogy. These methods may be used singularly or in combination by the reserves evaluator in the process of estimating the quantities of reserves. Reserves for proved developed producing wells were estimated using production performance methods for the vast majority of properties. Certain new producing properties with very little production history were forecast using a combination of production performance and analogy to similar production, both of which are considered to provide a reasonably high degree of accuracy. Non-producing reserves estimates, for developed and undeveloped properties, were forecast using analogy methods. This method provides a reasonably high degree of accuracy for predicting proved developed non-producing and PUDs for our properties, due to the abundance of analog data.

To estimate economically recoverable proved reserves and related future net cash flows, we considered many factors and assumptions, including the use of reservoir parameters derived from geological and engineering data that cannot be measured directly, economic criteria based on current costs and the SEC pricing requirements and forecasts of future production rates.

Under SEC rules, reasonable certainty can be established using techniques that have been proven effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that have been field-tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. To establish reasonable certainty with respect to our estimated proved reserves, the technologies and economic data used in the estimation of our proved reserves have been demonstrated to yield results with consistency and repeatability, and include production and well test data, decline curve analysis, geophysical interpretation, log analysis, volumetric calculations, core analysis, reservoir simulation and historical well cost and operating expense data.

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Summary of Reserves. The following table presents our estimated net proved reserves as of December 31, 2023 and 2022, based on our proved reserves estimates as of such date, which have been prepared by Von Gonten, our independent petroleum engineers, in accordance with the rules and regulations of the SEC. All of our proved reserves are located in the United States.

	December 31,
	2023 (1)		2022 (1)
Estimated proved developed reserves:
Oil (MBbls)		809		622
Natural gas (MMcf)		2,957		1,821
NGLs (MBbls)		193		121
Total (Mboe) (2)		1,495		1,047
Estimated proved undeveloped reserves:
Oil (MBbls)		887		1,154
Natural gas (MMcf)		2,278		3,151
NGLs (MBbls)		151		210
Total (Mboe) (2)		1,418		1,889
Estimated proved reserves:
Oil (MBbls)		1,696		1,776
Natural gas (MMcf)		5,235		4,972
NGLs (MBbls)		344		331
Total (Mboe) (2)		2,913		2,936

⁽¹⁾  Our reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. For oil and NGL volumes, the average WTI posted price of $78.22 per barrel and $95.84 per barrel as of December 31, 2023 and 2022 was adjusted for items such as gravity, quality, local conditions, gathering, transportation fees and distance from market. For natural gas volumes, the average Henry Hub Index spot price of $2.64 per MMBtu and $6.77 per MMBtu as of December 31, 2023 and 2022 was similarly adjusted for items such as quality, local conditions, gathering, transportation fees and distance from market. All prices are held constant throughout the lives of the properties. The average realized product prices over the remaining lives of the properties are $76.40 per barrel of oil, $1.67 per MMBtu of natural gas and $24.45 per barrel of NGLs as of December 31, 2023. The average realized product prices over the remaining lives of the properties were $93.67 per barrel of oil, $6.36 per MMBtu of natural gas and $28.10 per barrel of NGLs as of December 31, 2022.

⁽²⁾  We present our total reserves on an Mboe basis, calculated at the rate of one barrel of oil per six Mcf of natural gas based upon the relative energy content. This is an energy content correlation and does not reflect the price or value relationship between oil and natural gas.

Reserve engineering is a subjective process of estimating volumes of economically recoverable oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserves estimate is a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserves estimates often differ from the quantities of oil and natural gas that are ultimately recovered. Estimates of economically recoverable oil and natural gas and of future net cash flows are based on a number of variables and assumptions, including geologic interpretation, prices and future production rates and costs, all of which may vary from actual results. Please read “Risk Factors.”

Additional information regarding our proved reserves can be found in the notes to our financial statements included elsewhere in this prospectus and the proved reserves reports as of December 31, 2023 and 2022, which are included as exhibits to the registration statement of which this prospectus forms a part.

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PUDs

The following table summarizes our changes in PUDs during the years ended December 31, 2022 and 2023. PUDs will be converted from undeveloped to developed as the applicable wells begin production.

	Oil (MBbls)			Natural Gas (MMcf)			NGL (MBbls)			Proved Undeveloped Reserves (Mboe)
Balance, January 1, 2022		1,049			3,335			222			1,827
Acquisitions of reserves		—			—			—			—
Extensions and discoveries		291			560			37			421
Divestiture of minerals in place		—			—			—			—
Revisions of previous estimates		(26	)		(93	)		(6	)		(47	)
Transfers to estimated proved developed		(160	)		(651	)		(43	)		(312	)
Balance, December 31, 2022		1,154			3,151			210			1,889
Acquisitions of reserves		—			—			—			—
Extensions and discoveries		—			—			—			—
Divestiture of minerals in place		—			—			—			—
Revisions of previous estimates		(23	)		(82	)		(6	)		(42	)
Transfers to estimated proved developed		(244	)		(791	)		(53	)		(429	)
Balance, December 31, 2023		887			2,278			151			1,418

Changes in our PUDs that occurred during the year ended December 31, 2022 were primarily due to:

• well additions, extensions and discoveries of approximately 421 Mboe primarily due to the addition of five new gross well locations based on increased operator drilling activity;

• negative revisions of previous estimates of approximately 47 Mboe. 102 Mboe decrease was due to reclassification of three gross well locations to unproved due to modified operator development, partially offset by 55 Mboe increase was due to changes in commodity prices; and

• transfers of approximately 312 Mboe due to three gross well locations that were previously categorized as proved undeveloped but were drilled during the year resulting in the addition of proved developed reserves.

Changes in our PUDs that occurred during the year ended December 31, 2023 were primarily due to:

• negative revisions of previous estimates of approximately 42 Mboe. 42 Mboe decrease was due to changes in commodity prices; and

• transfers of approximately 429 Mboe due to five gross well locations that were previously categorized as proved undeveloped but were drilled during the year resulting in the addition of proved developed reserves.

As a mineral and royalty interests owner, we do not incur any capital expenditures or lease operating expenses in connection with the development of our PUDs, which costs are borne entirely by the working interest owners. As a result, during the year ended December 31, 2023, we did not have any expenditures to convert PUDs to proved developed reserves.

We identify drilling locations based on an assessment of current geologic, engineering and land data. This includes drilling space unit formation and current well spacing information derived from state

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agencies and the operations of the E&P companies drilling our mineral and royalty interests. We generally do not have evidence of approval of our operators’ development plans, however we use a deterministic approach to define and allocate locations to proved reserves. In preparing our assessment, Von Gonten reviewed publicly available geological information or engineering data that it gathered and historical production data provided by operators, or otherwise publicly available information of or related to the operators of the reserves underlying our acreage, including the number of drilling rigs such operators are operating on and around our land, the drilling permits issued to such operators on or in proximity to our acreage and information disclosed by such operators regarding their drilling and development programs and their announced capital expenditure budgets and availability of liquidity. Von Gonten then compared such information against the historical drilling and development programs and trends of such operators, such as their historical conversion rates and development trends, for consistency and reasonableness relative to past practice and the then existing commodity price environment, as well as other economic conditions. In addition, our personnel confer informally from time to time with such operators to understand whether our expectations regarding their drilling and development activities are consistent with their near-term drilling schedules. Further, in providing its estimates, Von Gonten classifies proved reserves based on locations that are economically producible from a known reservoir at existing economic and operating conditions, the consideration of economic inputs, including commodity prices, contract differentials and prevailing development and operating costs in the region as of the date of the assessment, only including reserves associated with locations that are direct offsets to productive wells or units in accordance with SEC definitions with respect to proved undeveloped locations.

While many of our locations qualify as geologic PUDs, we limit our PUDs to the quantities of oil and natural gas that are reasonably certain to be recovered in the next five years. In accordance with SEC rules, our PUDs are only booked if they relate to wells that we reasonably expect, based on the above described assessment, to be scheduled to be drilled within five years after the date of booking. As of December 31, 2023 and 2022, approximately 49% and 64% of our total proved reserves were classified as PUDs, respectively.

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Oil, Natural Gas and NGLs Production Prices and Costs

Production and Price History

The following table sets forth information regarding net production of oil, natural gas and NGLs, and certain price and cost information for each of the periods indicated:

	Year Ended December 31,
	2023		2022
Net royalty production volumes:
Oil (MBbls)		225		145
Natural gas (MMcf)		693		438
NGLs (MBbls)		68		24
Equivalents (Mboe) (1)(2)		409		242
Average realized prices:
Oil (MBbls)	$	76.17	$	95.84
Natural gas (MMcf)		2.34		6.77
NGLs (MBbls)		19.44		38.71
Equivalents (per Mboe) (2)	$	49.10	$	73.52
Average costs (per Mboe):
Severance and ad valorem taxes	$	2.97	$	5.28
Transportation, processing and other		0.15		0.01
Net realized ($/Boe)	$	46.33	$	68.23

⁽¹⁾  May not sum or recalculate due to rounding.

⁽²⁾ We present our total production on an Mboe basis, calculated at the rate of one barrel per six Mcf based upon the relative energy content. This is an energy content correlation and does not reflect the price or value relationship between oil and natural gas.

Productive Wells

Productive wells consist of producing horizontal wells, wells capable of production and exploratory, development or extension wells that are not dry wells. The table below sets forth our productive wells as of December 31, 2023 and 2022. All of our productive wells are gross productive horizontal wells.

	December 31,
	2023				2022
	Gross		Net		Gross		Net
Oil		43		1.7		39		1.7
Natural gas		34		1.5		19		1.0
Total		77		3.2		58		2.7

We do not own any working interests in any wells. Accordingly, we do not own any net wells as such term is defined by Item 1208(c)(2) of Regulation S-K.

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Acreage

The table below sets forth historical information about our developed and undeveloped net mineral acres and net royalty acres, on a 1/8^th basis and on an actual basis, as of December 31, 2023 and 2022.

	December 31,
	2023				2022
	Net Mineral Acres	Weighted Average Royalty Interest	Net Royalty Acres (1/8 Basis) (1)	Net Royalty Acres (Actual or 100% Basis) (2)	Net Mineral Acres	Weighted Average Royalty Interest	Net Royalty Acres (1/8 Basis) (1)	Net Royalty Acres (Actual or 100% Basis) (2)
Developed	1,775	14%	3,392	423	1,423	14%	2,719	339
Undeveloped	2,405	14%	4,595	575	2,757	14%	5,268	659
Total	4,180	14%	7,987	998	4,180	14%	7,987	998

⁽¹⁾  Standardized to a 1/8^th royalty (net mineral acres multiplied by weighted average royalty interest divided by 12.5%).

⁽²⁾  Standardized to a 100% royalty (the actual number of acres in which an owner owns a standardized 100% royalty based on the actual number of net mineral acres in which such owner has an interest and the weighted average royalty interest such owner has in such net mineral acres. For example, an owner who has a 25%, or 1/4th, royalty in 100 net mineral acres would own 25 net royalty acres on an actual or 100% basis (100 multiplied by 25%).

The table below sets forth our leased and unleased net mineral acres as of December 31, 2023 and 2022.

	December 31,
	2023					2022
	Net Mineral Acres		%			Net Mineral Acres		%
Leased		3,520		84	%		3,311		79	%
Undeveloped		660		16	%		869		21	%
Total net mineral acres		4,180		100	%		4,180		100	%

Drilling Results

The table below sets forth information related to wells drilled on our acreage during the years ended December 31, 2023 and 2022, gross and net wells turned to production. As a holder of mineral and royalty interests, we generally are not provided information as to whether any wells drilled on the properties underlying our acreage are classified as exploratory or as developmental wells. We are not aware of any dry holes drilled on the acreage underlying our mineral interests during the relevant periods.

	Year Ended December 31,
	2023		2022
Productive Gross		19		16
Dry		—		—
Total		19		16
Productive Net		0.7		0.6

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Legal Proceedings

We are periodically party to proceedings and claims incidental to our business. While many of these other matters may not be predicted with certainty, we believe that the liability, if any, ultimately incurred with respect to such other proceedings and claims will not have a material adverse effect on our financial position or on our liquidity, capital resources, future results of operations or cash flows. We will continue to evaluate proceedings and claims involving us on a regular basis and will establish and adjust any estimated reserves as appropriate to reflect our assessment of the then current status of the matters.

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MANAGEMENT

Set forth below are the names, ages and titles of our executive officers and director nominees:

Name	Age		Position with LandBridge Company LLC
Jason Long		42	Chief Executive Officer and Director Nominee
Scott L. McNeely		40	Senior Vice President, Chief Financial Officer
Harrison Bolling		40	Executive Vice President, General Counsel
Jason Williams		45	Executive Vice President, Chief Administrative Officer
David N. Capobianco		54	Director Nominee
Matthew K. Morrow		55	Director Nominee
Michael Sulton		47	Director Nominee
Frank Bayouth		58	Director Nominee
Kara Goodloe Harling		46	Director Nominee

Executive Officers and Director Nominees

The following is a biographical summary of the business experience of these executive officers and director nominee:

Jason Long—Chief Executive Officer and Director Nominee. Mr. Long has served as our Chief Executive Officer since January 2024 and will continue to serve in such role upon the listing of our Class A shares. Mr. Long previously served as our Co-Chief Executive Officer and Chief Operating Officer from September 2021 until December 2023. Mr. Long joined DBR Land in September 2021. Mr. Long also currently serves as Co-Chief Executive Officer and President of WaterBridge and has served in such roles since January 2024. Mr. Long previously served as Co-Chief Executive Officer and Chief Operating Officer of WaterBridge from May 2020 to December 2023 and as Co-President and Chief Operating Officer of WaterBridge from September 2018 to May 2020. Prior to joining WaterBridge, Mr. Long founded and served as President of EnWater Solutions, LLC and Pelagic Water Systems, LLC, each a produced water gathering and disposal company in the Delaware Basin, from January 2014 to September 2017. Mr. Long graduated from Texas Christian University with a Bachelor of Science. A native of West Texas, Mr. Long is an oil and natural gas entrepreneur with more than 16 years’ experience founding and operating businesses.

We believe that Mr. Long’s role as our Chief Executive Officer, as well as his substantial experience founding and operating businesses, particularly in the industry in which we target customers, make him well qualified to serve as a member of our board of directors.

Scott L. McNeely—Senior Vice President, Chief Financial Officer. Mr. McNeely has served as our Senior Vice President, Chief Financial Officer since January 1, 2024 and will continue to serve in such role upon the listing of our Class A shares. Mr. McNeely joined DBR Land in September 2021 as Vice President, Finance. Mr. McNeely also currently serves as Senior Vice President, Finance of WaterBridge and has served in such role since January 2023. Mr. McNeely previously served as Vice President, Finance of WaterBridge from July 2019 to December 2022, and Director of Finance of WaterBridge, from April 2018 to June 2019. Prior to joining WaterBridge, Mr. McNeely served as an Investment Banking Senior Associate at Citigroup from June 2015 to March 2018. Prior to serving in such role, Mr. McNeely served in various roles within the intelligence community, including for CACI International Inc. (NYSE: CACI), from 2010 to 2012 and Leidos Holdings Inc. (NYSE: LDOS) from 2012 to 2014. Before joining CACI International, Mr. McNeely served as an active-duty Air Force intelligence officer from 2005 to 2010. Mr. McNeely graduated from the University of California, Riverside with a Bachelor of Science in Computational Mathematics in 2005, the University of Oklahoma with Master of Arts in International Relations in 2011 and the Kellogg School of Management at Northwestern University with a Master of Business Administration in 2016.

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Harrison Bolling—Executive Vice President, General Counsel. Mr. Bolling has served as our Executive Vice President, General Counsel since our formation in September 2023 and will continue to serve in such role upon the listing of our Class A shares. Mr. Bolling joined DBR Land in September 2021 as its Senior Vice President, General Counsel. Mr. Bolling also currently serves as the Executive Vice President, General Counsel of WaterBridge and has served in such role since March 2018. Prior to joining WaterBridge, Mr. Bolling served as Vice President and General Counsel of Core Midstream from May 2017 to February 2018. Before joining Core Midstream, Mr. Bolling served as Assistant General Counsel of PennTex Midstream Partners, L.P. (Nasdaq: PTXP) from January 2015 to February 2017. Prior to PennTex, Mr. Bolling served as an associate at Bracewell LLP from September 2008 to December 2014. Mr. Bolling received a Bachelor of Science in History and Economics from Vanderbilt University in 2005 and a Juris Doctor from the University of Texas School of Law in 2008.

Jason Williams—Executive Vice President, Chief Administrative Officer. Mr. Williams has served as our Executive Vice President, Chief Administrative Officer since January 2024 and will continue to serve in such role upon the listing of our Class A shares. Mr. Williams joined DBR Land in September 2021 as its Senior Vice President, Chief Accounting Officer and previously served as Executive Vice President, Chief Accounting Officer and Head of Supply Chain of DBR Land from January 2023 to December 2023. Mr. Williams also currently serves as the Executive Vice President, Chief Administrative Officer of WaterBridge and has served in such role since January 2024. Mr. Williams joined WaterBridge as Vice President, Chief Accounting Officer in September 2019 and previously served as Senior Vice President, Chief Accounting Officer and Head of Supply Chain of WaterBridge from January 2021 to December 2022 and Executive Vice President, Chief Accounting Officer and Head of Supply Chain of WaterBridge from January 2023 to December 2023. Prior to joining WaterBridge, Mr. Williams served in various roles for BHP Groups Limited, a public multinational mining and metals company, including most recently as Acting Vice President, Accounting and Reporting and previously as Finance Manager Permian and Eagle Ford in which he managed 3,000 wells and 600 miles of pipelines. Before BHP, Mr. Williams served in various roles for Willbros Group, Inc., a global engineering and contractor company, including most recently as a controller. Prior to Willbros, Mr. Williams worked as an auditor at Grant Thornton LLP from January 2005 to December 2006. Mr. Williams received a Bachelor of Science in Accounting from the University of Houston, Clear Lake, in 2004.

David N. Capobianco—Director Nominee. Mr. Capobianco has served as the Chief Executive Officer and Managing Partner of Five Point since its founding in 2012. Prior to founding Five Point, Mr. Capobianco was a founder and co-head of the private equity group at Vulcan Capital. Mr. Capobianco also currently serves as a director on the boards of NDB LLC, WaterBridge Holdings LLC, Twin Eagle Resource Management, LLC, Deep Blue Midland Basin LLC, Northwind Midstream Holdings LLC, and San Mateo Midstream, LLC. He previously served as the Chairman of the Board of Vulcan Energy Corporation (formerly Plains Resources), a member of the Board and Chairman of the Compensation Committee of Plains All American (NYSE: PAA), a member of the Board of PAA/Vulcan Gas Storage (formerly Energy Center Investments), and Chairman of the Board of Vulcan Resources (formerly Calumet Florida). Before joining Vulcan, Mr. Capobianco served as senior member of the investment team at Greenhill Capital Partners, a member of the investment team of Harvest Partners and a member of the Energy Corporate Finance Group at Soloman Brothers. Mr. Capobianco received a Master of Business Administration from Harvard Business School and a Bachelor of Arts degree from Duke University.

We believe that Mr. Capobianco’s skills and experience, particularly his approximately 25 years of industry experience investing and building leading infrastructure businesses of the type we target as customers make him well qualified to serve as a member of our board of directors.

Matthew K. Morrow—Director Nominee. Mr. Morrow has served as the Chief Operating Officer and Managing Partner of Five Point since its founding in 2012. Prior to founding Five Point, Mr. Morrow served as President and Chief Executive Officer of ENSTOR Inc., one of the largest independent

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natural gas storage franchises in North America, prior to its sale to Iberdrola Energy Holdings, a North American natural gas marketing business. Following the sale of ENSTOR Inc. to Iberdrola Energy Holdings, Mr. Morrow served as the President and Chief Executive Officer of Iberdrola Energy Holdings. Mr. Morrow also served as a senior member at PPM Energy Canada Ltd, which focused on power generation, wind renewable and natural gas marketing and storage businesses. Prior to joining ENSTOR Inc. and PPM Energy Canada Ltd, Mr. Morrow held various senior positions with Texaco Natural Gas, culminating with his position as President. Mr. Morrow also currently serves as a director on the boards of NDB LLC, WaterBridge Holdings LLC, Twin Eagle Resource Management, LLC, Deep Blue Midland Basin LLC, Northwind Midstream Holdings LLC, and San Mateo Midstream, LLC. He also serves on the board of directors on Mission Lazarus, a non-profit organization with operations in Honduras and Haiti. He previously served as a director on the board of ENSTOR Inc., Iberdrola Energy Holdings and PPM Energy Canada Ltd. Mr. Morrow received a Master of Business Administration and a Bachelor of Science degree from Texas A&M University.

We believe that Mr. Morrow’s skills and experience, particularly his approximately experience leading and operating natural gas and renewable energy businesses of the type we target as customers make him well qualified to serve as a member of our board of directors.

Michael Sulton—Director Nominee. Mr. Sulton joined Five Point in January 2021 as its Executive Vice President and Partner. Prior to joining Five Point, Mr. Sulton served as a Managing Director of Piper Sandler & Co. (formerly Simmons & Company International), specializing in the energy industry. Throughout his 20-year investment banking career, Mr. Sulton has executed a wide range of transactions including mergers, divestitures and capital raises and participated in over 100 successful transactions. Mr. Sulton also currently serves on the board of Desert Environmental. Mr. Sulton received a Bachelor of Business Administration from Southern Methodist University and a Master of Business Administration from the University of Texas.

We believe that Mr. Sulton’s skills and experience, particularly his approximately 25 years of investing experience over a wide range of transactions make him well qualified to serve as a member of our board of directors.

Frank Bayouth—Director Nominee. Mr. Bayouth currently serves as Executive Vice President and General Counsel at Five Point and has served in such role since joining Five Point in January 2022. Prior to joining Five Point, Mr. Bayouth served in various roles with Skadden, Arps, Slate, Meagher & Flom LLP for over 30 years, including over 20 years as a Partner, where he specialized in mergers and acquisitions and general corporate and securities law matters. Mr. Bayouth also currently serves on the boards of NDB LLC and WaterBridge Holdings LLC. Mr. Bayouth received a Bachelor of Business Administration in Accounting from Texas Tech University and a Juris Doctor from the University of Texas School of Law.

We believe that Mr. Bayouth’s legal, governance and merger and acquisitions expertise enable him to provide guidance in legal affairs, corporate governance and potential acquisitions make him well qualified to serve as a member of our board of directors.

Kara Goodloe Harling—Director Nominee. Ms. Harling serves as the as the Chief Financial Officer and Chief Compliance Officer of Five Point. Prior to joining Five Point in February 2024, Ms. Harling served as the Chief Operating Officer and Chief Compliance Officer of Mountain Capital Management, LLC from January 2016 to February 2024. Ms. Harling also previously served as Chief Accounting Officer and Corporate Controller for Ascent Resources from January 2015 to January 2016. Prior to joining Ascent Resources, she served in multiple roles with American Energy Partners, LP. Ms. Harling began her career with Arthur Anderson in 2000 and joined Ernst & Young LLP in 2002,

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where she ultimately served as Partner before joining American Energy Partners, LP. Ms. Harling received a Bachelor of Business Administration in Accounting from Texas A&M University. Mr. Harling is a Certified Public Accountant in the State of Texas.

We believe that Ms. Harling’s skills and experience, particularly her financial experience across a variety of industries, including in the oil and natural gas industry for businesses of the type we target as customers, make her well qualified to serve as a member of our board of directors.

Status as a Controlled Company

Because LandBridge Holdings will initially own      OpCo Units and      Class B shares, representing approximately   % of our combined voting power following the completion of this offering, we expect to be a controlled company as of the completion of this offering under the Sarbanes-Oxley Act and the NYSE rules. A controlled company is not required to have a majority of independent directors or to form an independent compensation or nominating and corporate governance committee. As a controlled company, we will remain subject to the Sarbanes-Oxley Act and the rules of the NYSE that require us, subject to certain phase-in periods, to have an audit committee composed entirely of independent directors. Under these rules, we must have an audit committee that has one member that is independent by the listing date, a majority of members that are independent within 90 days of the effective date and all members that are independent within one year of the effective date. We expect to have      independent directors upon the closing of this offering.

If at any time we cease to be a controlled company, we intend to take all action necessary to comply with the Sarbanes-Oxley Act and the NYSE rules, including by appointing a majority of independent directors to our board of directors and establishing a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors, subject to a permitted “phase-in” period.

Composition of Our Board of Directors

Upon consummation of this offering, our Operating Agreement will provide that our board of directors shall consist of not less than      directors, as the board of directors may from time to time determine. At the closing of this offering, we will have a single class of directors, and directors will be subject to re-election on an annual basis at each annual meeting of shareholders. After the Trigger Event, our board of directors will be divided into three classes that are as nearly equal in number as is reasonably possible and each director will be assigned to one of the three classes; provided that LandBridge Holdings shall have the right to designate the initial class assigned to each director immediately following the occurrence of the Trigger Event. After the Trigger Event, at each annual meeting of shareholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The initial terms of the Class I, Class II and Class III directors will expire at the first, second and third, respectively, annual meeting following the Trigger Event. Prior to the date that our Class A shares are first traded on the NYSE, we expect to have nine members on our board of directors.

Our Operating Agreement will not provide for cumulative voting in the election of directors, which means that the holders of a majority of our issued and outstanding common shares can elect all of the directors standing for election, and the holders of the remaining common shares will not be able to elect any directors. LandBridge Holdings’ beneficial ownership of greater than 50% of our voting common shares immediately following this offering means LandBridge Holdings will be able to control matters requiring shareholder approval, which includes the election of directors. In addition, LandBridge Holdings maintains certain director designation rights. For more information, see “Certain Relationships and Related Party Transactions—Shareholder’s Agreement.”

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Our directors hold office until the earlier of their death, resignation, retirement, disqualification or removal or until their successors have been duly elected and qualified.

Director Independence

Our board of directors intends to review the independence of our directors using the independence standards of each of the NYSE and the SEC. Currently, we anticipate that our board of directors will determine that each of     ,      and      will be independent within the meaning of the NYSE rules currently in effect and will be independent within the meaning of Rule 10A-3 of the Exchange Act.

Director Compensation

For a discussion of our director compensation arrangements, see “Executive Compensation—Director Compensation.”

Committees of the Board of Directors

Following the completion of this offering, we intend to have an audit committee of our board of directors. In addition, our board of directors may establish such other committees as it determines necessary or advisable from time to time. We anticipate that each of the standing committees of the board of directors will have the composition and responsibilities described below. We will rely on the exemptions and phase-in provisions of Rule 10A-3 of the Exchange Act and the NYSE transition rules applicable to companies completing an initial listing.

Audit Committee

We are required to have an audit committee of at least three members, and all of its members are required to meet the independence and experience standards established by each of the Exchange Act and the NYSE rules, subject to certain transitional relief described below. We will establish an audit committee compliant with each of the SEC and the NYSE rules prior to the completion of this offering. We anticipate that following completion of this offering, our audit committee will consist of     ,      and      who will be independent under the applicable rules of each of the SEC and the NYSE. We expect that our board of directors will determine that      is an audit committee financial expert as defined by the SEC. We will rely on the phase-in rules of each of the SEC and the NYSE with respect to the independence of our audit committee.

The audit committee will oversee, review, act on and report on various auditing and accounting matters to our board of directors, including the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices. In addition, the audit committee will oversee our compliance programs relating to legal and regulatory requirements and company policies and controls. The audit committee will have the sole authority to (1) retain and terminate our independent registered public accounting firm, (2) approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm, and (3) pre-approve any non-audit services and tax services to be rendered by our independent registered public accounting firm. The audit committee will also be responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm will be given unrestricted access to the audit committee and our management. We expect to adopt an audit committee charter defining the committee’s primary duties in a manner consistent with the rules of each of the SEC and the NYSE standards.

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Conflicts Committee

In accordance with the terms of our Operating Agreement, our board of directors may from time to time refer specific matters that may involve conflicts of interest to a conflicts committee. The members of any such conflicts committee cannot be officers or employees of LandBridge Holdings or its affiliates, including Five Point or WaterBridge, and must meet the independence and experience standards established by each of the SEC and the NYSE to serve on an audit committee of a board of directors. In addition, the members of any such conflicts committee cannot own any interest in LandBridge Holdings or its affiliates, including Five Point or WaterBridge, or any interest in us or our subsidiaries other than shares or awards, if any, awarded under the LTIP.

Compensation Committee

Because we will be a “controlled company” within the meaning of the NYSE rules, we will not be required to, and do not currently expect to, have a compensation committee in the present or foreseeable future.

If and when we are no longer a “controlled company” within the meaning of each of the NYSE rules, we will be required to establish a compensation committee compliant with each of each of the SEC and NYSE rules. We anticipate that such a compensation committee would consist of three directors who will be “independent” under the applicable rules of each of the SEC and the NYSE. This committee would establish salaries, incentives and other forms of compensation for officers and other employees. Any compensation committee would also administer our incentive compensation and benefit plans. Upon formation of any compensation committee, we would expect to adopt a compensation committee charter defining the committee’s primary duties in a manner consistent with the rules of each of the SEC and the NYSE.

Nominating and Corporate Governance Committee

Because we will be a “controlled company” within the meaning of the NYSE rules, we will not be required to, and do not currently expect to, have a nominating and corporate governance committee in the present or foreseeable future.

If and when we are no longer a “controlled company” within the meaning of the NYSE rules, we will be required to establish a nominating and corporate governance committee compliant with SEC and NYSE Rules. We anticipate that such a nominating and corporate governance committee would consist of three directors who will be “independent” under the applicable rules of the SEC and the NYSE. This committee would identify, evaluate and recommend qualified nominees to serve on our board of directors, develop and oversee our internal corporate governance processes and maintain a management succession plan. Upon formation of any nominating and corporate governance committee, we would expect to adopt a nominating and corporate governance committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and the NYSE.

Guidelines for Selecting Director Nominees

In evaluating director candidates we will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance our board’s ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of a committee of the board to fulfill its duties. In particular, we will assess candidates that:

• have demonstrated notable or significant achievements in business, education or public service;

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• possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

• have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of our shareholders.

We will consider a number of additional qualifications in evaluating a person’s candidacy for membership on the board of directors. We may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of the board’s members to obtain a broad and diverse mix of board members.

Corporate Code of Business Conduct and Ethics

Prior to the completion of this offering, our board of directors will adopt a code of business conduct and ethics applicable, at a minimum, to our employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of the NYSE. Any waiver of this code may be made only by our board of directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of the NYSE.

Corporate Governance Guidelines

Prior to the completion of this offering, our board of directors will adopt corporate governance guidelines in accordance with the corporate governance rules of the NYSE.

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EXECUTIVE COMPENSATION

We are currently considered an “emerging growth company” within the meaning of the Securities Act, for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal year. Further, our reporting obligations extend only to each individual who, during the last completed fiscal year, served in the role of our principal executive officer, and to our two most highly compensated executive officers. We experienced certain executive officer transitions following the 2023 calendar year. However, pursuant to SEC disclosure rules, the executive compensation disclosures within this section are required to cover the applicable executive officers providing services during the 2023 calendar year. With respect to the year ended December 31, 2023, our “Named Executive Officers” were as follows:

Name	Position with LandBridge Company LLC
Steven R. Jones(1)	Co-Chief Executive Officer
Jason Long(2)	Co-Chief Executive Officer and Chief Operating Officer
Michael Reitz(3)	Executive Vice President, Operations
Harrison Bolling	Executive Vice President, General Counsel

(1) Mr. Jones ceased service as the Company’s Co-Chief Executive Officer effective January 2024.

(2) Mr. Long served as our Co-Chief Executive Officer and Chief Operating Officer during 2023 and was appointed as the Company’s Chief Executive Officer effective January 2024.

(3) Mr. Reitz ceased service as the Company’s Executive Vice President, Operations effective January 2024.

Shared Services Agreement

Pursuant to the Shared Services Agreement, the Manager provides us with its senior executive management team which includes each of our Named Executive Officers, as well as general, administrative, overhead and operating services to support our business and development activities. Such general and administrative services include, but are not limited to, legal services, information technology, accounting, financial and tax services and land administrative services. The fee that we pay under the Shared Services Agreement is intended to cover certain allocated compensation and benefits costs for the management team that provides services to us. Such allocations are made by the Manager among us and our affiliates in good faith based upon the time that is devoted by our management team to us and our affiliates party to the Shared Services Agreement, but there is not a specific allocation of value to any one person or any one item of compensation or benefits paid or provided to any specific person. We also do not participate in making decisions regarding the type or amount of compensation or benefits that are provided to the Named Executive Officers for those services.

2023 Summary Compensation Table

As described above, the Named Executive Officers are employed and compensated by the Manager. The Summary Compensation Table is intended to summarize the specific compensation awarded to, earned by or paid to our Named Executive Officers for the fiscal years ended December 31, 2022 and 2023 for services to us and our subsidiaries, but due to the structure of the Shared Services Agreement, we do not allocate a specific percentage or value to the individual elements of our Named Executive Officers’ compensation that would otherwise be shown within the Summary Compensation Table. However, NDB LLC has granted Management Incentive Units (“Incentive Units”) to the Named Executive Officers in certain years (including 2023), which were not

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covered by the Shared Services Agreement. For the Incentive Units granted to our Named Executive Officers in 2023, we have reflected such Incentive Units in the Summary Compensation Table as an option award grant. For the year ended December 31, 2023, we paid approximately $10.0 million for shared services and direct cost reimbursements pursuant to the Shared Services Agreement, but there are no allocable costs specific to the compensation of our Named Executive Officers other than with respect to the Incentive Units granted in 2023.

Name and Principal Position	Year		Option Awards ($)(1)		Total ($)
Steven R. Jones(2)
Co-Chief Executive Officer		2023	$	667,691	$	667,691
		2022	$	N/A	$	N/A
Jason Long
Co-Chief Executive Officer and Chief Operating Officer		2023	$	888,523	$	888,523
		2022	$	N/A	$	N/A
Michael Reitz(2)
Executive Vice President, Operations		2023	$	678,083	$	678,083
		2022	$	N/A	$	N/A
Harrison Bolling
Executive Vice President, General Counsel		2023	$	519,604	$	519,604
		2022	$	N/A	$	N/A

(1) We believe that, despite the fact that the Incentive Units do not require the payment of an exercise price, they are most similar economically to stock option awards, and accordingly should be classified as options under the definition thereof provided in Item 402(m)(5)(i) of Regulation S-K as an instrument with an option-like feature. The amounts reflected for the 2023 year within this column show the grant date value of the Incentive Units, in accordance with FASB ASC Topic 718. Pursuant to SEC rules, all amounts shown in this column exclude the effect of estimated forfeitures related to service-based vesting conditions. Additional detail regarding the Incentive Units is included in Note 11 to our consolidated financial statements included elsewhere in this prospectus.

(2) As of January 2024, each of Messrs. Jones and Reitz are no longer executive officers.

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Outstanding Equity Awards at 2023 Fiscal Year-End

The following table reflects information regarding outstanding share-based awards held by our Named Executive Officers as of December 31, 2023. NDB LLC has historically granted Incentive Units pursuant to an incentive unit program, the terms and conditions of which are contained in the limited liability company agreement of NDB LLC (the “NDB LLC LLCA”) and further discussed below under “—Additional Narrative Disclosure Regarding Executive Compensation Matters.” Our Named Executive Officers were eligible to receive grants of Incentive Units under the incentive program and individual Incentive Unit award agreements, and received such outstanding awards in 2020 and 2023. The Incentive Units operate as profits interests awards, rather than capital interests, and have no voting rights.

			Option Awards (1)
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable (2)		Number of Securities Underlying Unexercised Options (#) Unexercisable (3)		Option Exercise Price ($)		Option Expiration Date
Steven Jones		July 21, 2023		0		257		N/A		N/A
		June 9, 2020		650		0		N/A		N/A
Jason Long		July 21, 2023		0		342		N/A		N/A
		June 9, 2020		650		0		N/A		N/A
Michael Reitz		July 21, 2023		0		261		N/A		N/A
		June 9, 2020		500		0		N/A		N/A
Harrison Bolling		July 21, 2023		0		200		N/A		N/A
		June 9, 2020		375		0		N/A		N/A

(1) We believe that, despite the fact that the Incentive Units do not require the payment of an exercise price, they are most similar economically to stock options, and as such, they are properly classified as “options” under the definition provided in Item 402(m)(5)(i) of Regulation S-K as an instrument with an “option-like feature.” Each Incentive Unit is granted with a specific hurdle amount, or distribution threshold, and will only provide value to the holder based upon our growth above that hurdle amount. Because the Incentive Units are not traditional options, there is no exercise price or expiration date associated with the awards in the table above. A more detailed description of the Incentive Unit program is provided in the narrative below.

(2) Incentive Units that are reflected as “exercisable” were vested as of December 31, 2023, although not yet settled.

(3) Incentive Units reflected as “unexercisable” were still subject to time-based vesting conditions as of December 31, 2023. Each Incentive Unit vests in three equal annual installments commencing on the first three anniversaries of the date of grant, subject to the Named Executive Officer’s continued service.

Additional Narrative Disclosure Regarding Executive Compensation Matters

Incentive Unit Awards

Our Named Executive Officers received grants of Incentive Units in 2023 as well as in previous years. Incentive Unit awards are structured as profits interests awards, rather than capital interests, and they do not provide the holder with the rights of an equity holder (such as dividend or voting rights) of NDB LLC. Each Incentive Unit derives a potential value based upon a combination of a threshold value assigned to that award, and the total value of the incentive pool at the time of a distribution to equity holders of NDB LLC (generally triggered upon the occurrence of certain liquidity or other events with respect to NDB LLC).

The Incentive Units were granted subject to a three year service vesting schedule, which is partially met for the Named Executive Officers as shown in the table above. The vesting of an Incentive Unit award can be accelerated upon a change in control event for NDB LLC (as defined within the limited liability company agreement for that entity), but this offering will not result in a change in control for the granting entity. In the event that a Named Executive Officer is terminated by the Manager or the

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applicable affiliate that employs the Named Executive Officer (the “Employer”) without cause, or the Named Executive Officer terminates his or her employment with good reason, all unvested Incentive Units that would have vested during the following 12 months will be deemed to automatically vest. Upon a termination of a Named Executive Officer’s employment due to death or disability, the Named Executive Officer would receive accelerated vesting of the amount that is the greater of (a) unvested Incentive Units that would have vested during the following 12 months; or (b) the number of Incentive Units that equal 50% of the original Incentive Unit grant amount. In the event that a Named Executive Officer is terminated by an Employer for cause, all unvested Incentive Units are immediately forfeited, and one-third of any Incentive Unit that had become vested prior to that termination will also be forfeited without consideration. All unvested Incentive Units held by a Named Executive Officer upon a termination of employment without good reason, upon the Named Executive Officer’s bankruptcy, or upon the transfer of that Named Executive Officer’s awards by contract (including death, divorce, operation of law or otherwise) will be immediately forfeited.

In connection with LandBridge Holdings’ acquisition from NDB LLC of its interest in OpCo and LandBridge, the Incentive Unit awards will be amended to divide the existing Incentive Units proportionally between LandBridge Holdings and the applicable WaterBridge entities to reflect the Corporate Reorganization and the awards applicable to LandBridge Holdings will be assumed by LandBridge Holdings. The Named Executive Officers will continue to hold such outstanding Incentive Unit awards following this offering, and such awards applicable to LandBridge Holdings will continue to operate under the terms and conditions of the LandBridge Holdings LLCA and the individual award agreements governing each grant.

Long Term Incentive Plan (the “LTIP”)

In order to incentivize management members following the completion of this offering, we anticipate that our board of directors will adopt an LTIP for employees, consultants and directors. Our Named Executive Officers will be eligible to participate in this plan, which will become effective upon the consummation of this offering. We anticipate that the LTIP will provide for the grant 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 service providers (including the Named Executive Officers) with those of our shareholders. The description of the LTIP set forth below is a summary of the material anticipated features of the LTIP. Our board of directors is still in the process of developing, approving and implementing the LTIP and, accordingly, this summary is subject to change. Further, this summary does not purport to be a complete description of all of the anticipated provisions of the LTIP and is qualified in its entirety by reference to the LTIP, the form of which will be filed as an exhibit to this registration statement.

LTIP Share Limits

Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the LTIP, a total of      shares of our Class A shares will initially be reserved for issuance pursuant to awards under the LTIP. The total number of shares reserved for issuance under the LTIP may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Code). Class A shares subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares will again be available for delivery pursuant to other awards under the LTIP; however, shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to an award, will not be available for delivery pursuant to other awards under the LTIP.

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Administration

The LTIP will be administered by our board of directors, except to the extent our board of directors elects a committee of directors to administer the LTIP, such as our compensation committee (as applicable, the “administrator”). The administrator will have broad discretion to administer the LTIP, including the power to determine the eligible individuals to whom awards will be granted, the number and type of awards to be granted and the terms and conditions of awards. The administrator may also accelerate the vesting or exercise of any award and make all other determinations and to take all other actions necessary or advisable for the administration of the LTIP.

Eligibility

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 members of our board of directors, are eligible to receive awards under the LTIP at the discretion of the administrator.

Stock Options

The administrator may grant incentive stock options and options that do not qualify as incentive stock options, except that incentive stock options may only be granted to persons who are our employees or employees of one of our subsidiaries, in accordance with Section 422 of the Code. The exercise price of a stock option generally cannot be less than 100% of the fair market value of our Class A shares on the date on which the option is granted and the option must not be exercisable for longer than 10 years following the date of grant. In the case of an incentive stock option granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our shares, the exercise price of the stock option must be at least 110% of the fair market value of a share of our Class A shares on the date of grant and the option must not be exercisable more than five years from the date of grant.

Share Appreciation Rights (“SARs”)

A SAR is the right to receive an amount equal to the excess of the fair market value of our Class A shares on the date of exercise over the grant price of the SAR. The grant price of a SAR generally cannot be less than 100% of the fair market value of our Class A shares on the date on which the SAR is granted. The term of a SAR may not exceed 10 years. SARs may be granted in connection with, or independent of, a stock option. SARs may be paid in cash, Class A shares or a combination of cash and Class A shares, as determined by the administrator.

Restricted Shares

Restricted shares are a grant of our Class A shares subject to the restrictions on transferability and risk of forfeiture imposed by the administrator. In the discretion of the administrator, dividends distributed prior to vesting may be subject to the same restrictions and risk of forfeiture as the restricted share with respect to which the distribution was made.

Restricted Share Units

A restricted share unit is a right to receive cash, our Class A shares or a combination of cash and our Class A shares at the end of a specified period equal to the fair market value of our Class A shares on the date of vesting. Restricted share units may be subject to the restrictions, including a risk of forfeiture, imposed by the administrator.

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Share Awards

A share award is a transfer of unrestricted Class A shares on terms and conditions determined by the administrator.

Dividend Equivalents

Dividend equivalents entitle an individual to receive cash, our Class A shares, other awards, or other property equal in value to dividends or other distributions paid with respect to a specified number of our Class A shares. Dividend equivalents may be awarded on a free-standing basis or in connection with another award (other than an award of restricted share or a share award). The administrator may provide that dividend equivalents will be paid or distributed when accrued or at a later specified date, including, if they are granted in tandem with another award, at the same time and subject to the same restrictions and risk of forfeiture as the award with respect to which the dividends accrue.

Other Share-Based Awards

Subject to limitations under applicable law and the terms of the LTIP, the administrator may grant other awards related to our Class A shares. Such awards may include, without limitation, awards that are convertible or exchangeable debt securities, other rights convertible or exchangeable into our Class A shares, purchase rights for our Class A shares, awards with value and payment contingent upon our performance or any other factors designated by the administrator, and awards valued by reference to the book value of our Class A shares or the value of securities of, or the performance of, our affiliates.

Cash Awards

The LTIP will permit the grant of awards denominated in and settled in cash as an element of or supplement to, or independent of, any award under the LTIP.

Substitute Awards

Awards may be granted in substitution or exchange for any other award granted under the LTIP or any other right of an eligible person to receive payment from us. Awards may also be granted under the LTIP in substitution for similar awards held by individuals who become eligible persons as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or with us or one of our affiliates.

Performance Awards

Performance awards represent awards with respect to which a participant’s right to receive cash, our Class A shares, or a combination of both, is contingent upon the attainment of one or more specified performance measures during a specified period. The administrator will determine the applicable performance period, the performance goals and such other conditions that apply to each performance award. The administrator may use any business criteria and other measures of performance it deems appropriate in establishing the performance goals applicable to a performance award.

Recapitalization

In the event of any change in our capital structure or business or other corporate transaction or event that would be considered an equity restructuring, the administrator shall or may (as required by applicable accounting rules) equitably adjust the (i) aggregate number or kind of shares that may be

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delivered under the LTIP, (ii) the number or kind of shares or amount of cash subject to an award, (iii) the terms and conditions of awards, including the purchase price or exercise price of awards and performance goals, and (iv) the applicable share-based limitations with respect to awards provided in the LTIP, in each case to equitably reflect such event.

Change in Control

In the event of a change in control or other changes to us or our Class A shares, the administrator may, in its discretion, (i) accelerate the time of exercisability of an award, (ii) require awards to be surrendered in exchange for a cash payment (including canceling a stock option or SAR for no consideration if it has an exercise price or the grant price less than the value paid in the transaction), (iii) cancel awards that remain subject to a restricted period as of the date of the change in control or other event without payment or (iv) make any other adjustments to awards that the administrator deems appropriate to reflect the applicable transaction or event.

No Repricing

Except in connection with (i) the issuance of substitute awards granted to new service providers in connection with a transaction or (ii) in connection with adjustments to awards granted under the LTIP as a result of a transaction or recapitalization involving us, without the approval of our shareholders, the terms of outstanding option or SAR may not be amended to reduce the exercise price or grant price or to take any similar action that would have the same economic result.

Clawback

All awards granted under the LTIP are subject to reduction, cancelation or recoupment under any written clawback policy that we may adopt and that we determine should apply to awards under the LTIP.

Amendment and Termination

The LTIP will automatically expire on the tenth anniversary of its effective date. The administrator may amend or terminate the LTIP at any time, subject to shareholder approval if required by applicable law, rule or regulation, including the rules of the stock exchange on which our Class A shares are listed. The administrator may amend the terms of any outstanding award granted under the LTIP at any time so long as the amendment would not materially and adversely affect the rights of a participant under a previously granted award without the participant’s consent.

Anti-Hedging Policies

We expect to adopt a policy that will prohibit our employees, including all executive officers, and members of our board of directors from engaging in transactions that are considered to hedge or offset the financial impact of holding our Class A shares.

Director Compensation

We did not pay any compensation or grant any equity awards to any non-employee director during the 2023 calendar year. We expect to adopt a director compensation program for non-employee directors on a go-forward basis that will include a significant element of share-based compensation awards from the LTIP described above, in order to align the interests of our directors and our shareholders. However, we are currently in discussions regarding the design of the director compensation program that will become effective upon completion of this offering, and have not made any final decisions regarding the details of such a program.

Clawback Policy

We intend to timely adopt an incentive compensation clawback policy that complies with the listing standards of the NYSE.

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CORPORATE REORGANIZATION

LandBridge was formed as a Delaware limited liability company by NDB LLC on September 27, 2023. LandBridge has elected to be treated as a corporation for U.S. federal income tax purposes. LandBridge has not conducted and will not conduct any material business operations prior to the completion of the Corporate Reorganization, other than certain activities related to this offering. DBR Land currently directly or indirectly owns all of the outstanding equity interests of the subsidiaries through which we will operate our business.

Following the Corporate Reorganization, LandBridge will be the sole managing member of OpCo, will be responsible for all operational, management and administrative decisions relating to OpCo’s business and will consolidate financial results of OpCo and its subsidiaries. OpCo will own all of the outstanding membership interests in DBR Land and operate its assets through various subsidiaries.

In connection with the completion of this offering, the following transactions will occur in the following order:

• LandBridge Holdings will be formed and will acquire NDB LLC’s interest in OpCo and LandBridge;

• LandBridge Holdings will cause each of LandBridge and OpCo to amend and restate their respective operating agreements to facilitate this offering;

• LandBridge will issue      Class A shares in this offering to the public, representing 100% of the economic rights in LandBridge, in exchange for the proceeds of this offering, at a public offering price of $     per Class A share (the midpoint of the price range set forth on the cover page of this prospectus);

• LandBridge will contribute all of the net proceeds from this offering (including any net proceeds from the exercise of the underwriters’ option to purchase additional Class A shares) to OpCo in exchange for a number of OpCo Units equal to the number of Class A shares issued in this offering;

• LandBridge Holdings will receive a number of Class B shares equal to the number of OpCo Units held by it immediately following this offering; and

• OpCo will use the net proceeds (including any net proceeds from the exercise of the underwriters’ option to purchase additional Class A shares) from this offering as described in “Use of Proceeds.”

To the extent the underwriters’ option to purchase additional Class A shares is exercised in full or in part, LandBridge will contribute the net proceeds therefrom to OpCo in exchange for an additional number of OpCo Units equal to the number of Class A shares issued pursuant to the underwriters’ option. OpCo intends to use such proceeds as described in “Use of Proceeds.”

After giving effect to the Corporate Reorganization and this offering and assuming the underwriters’ option to purchase additional Class A shares is not exercised:

• LandBridge Holdings will own all     of our Class B shares, representing   % of our common shares;

• investors in this offering will own all     of our Class A shares, representing   % of our common shares;

• LandBridge will own an approximate   % interest in OpCo; and

• LandBridge Holdings will own an approximate   % interest in OpCo.

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The diagrams under “Summary—Organizational Structure” depict a simplified version of our organization and ownership structure immediately before and after giving effect to this offering and the Corporate Reorganization.

For further details on our agreements with OpCo and its affiliates, please see “Certain Relationships and Related Party Transactions.”

Only our Class A shares will have economic rights and entitle holders thereof to participate in any dividends our board of directors may declare. Each holder of a Class A share will be entitled to one vote on all matters to be voted on by our shareholders generally. We have applied to list our Class A shares for trading on the NYSE under the symbol “LB.” Class B shares will not be entitled to participate in any dividends our board of directors may declare but will be entitled to vote on the same basis as the Class A shares. Holders of Class A shares and Class B shares will vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or our Operating Agreement. We do not intend to list the Class B shares on any stock exchange. All of our Class B shares will initially be owned by LandBridge Holdings. For a description of the rights and privileges of shareholders under our Operating Agreement, including voting rights, please see “Our Operating Agreement.”

Following this offering, under the OpCo LLC Agreement, each holder of an OpCo Unit will, subject to certain limitations, have the right to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of our Class B shares) for, at OpCo’s election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to applicable conversion rate adjustments or (ii) cash in an amount equal to the Cash Election Amount of such Class A shares. OpCo will determine whether to issue Class A shares or pay cash in an amount equal to the Cash Election Amount in lieu of the issuance of Class A shares based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A shares (including the trading price for the Class A shares at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of additional common shares) to acquire the OpCo Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, we (instead of OpCo) will have the right to, for administrative convenience, acquire each tendered OpCo Unit directly from the redeeming OpCo Unitholder for, at our election, (x) one Class A share, subject to applicable conversion rate adjustments, or (y) cash in an amount equal to the Cash Election Amount of such Class A shares. We may exercise the Call Right only if an OpCo Unitholder first exercises its Redemption Right, and an OpCo Unitholder may exercise its Redemption Right on each Quarterly Redemption Date, beginning immediately following the consummation of this offering. As the sole managing member of OpCo, our decision to pay the Cash Election Amount upon an exercise of the Redemption Right or Call Right may be made by a conflicts committee consisting solely of independent directors. In connection with any redemption of OpCo Units pursuant to the Redemption Right or acquisition of OpCo Units pursuant to the Call Right, a corresponding number of Class B shares held by the redeeming OpCo Unitholder will be automatically cancelled.

Our acquisition (or deemed acquisition for U.S. federal income tax purposes) of OpCo Units pursuant to an exercise of the Redemption Right or the Call Right is expected to result in adjustments to the tax basis of the tangible and intangible assets of OpCo, and such adjustments will be allocated to us. These adjustments would not have been available to us absent such acquisition or deemed acquisition of OpCo Units and, to the extent adjustments are allocable to assets of OpCo other than its interests in DBR REIT, are expected to produce tax deductions from depletion, depreciation and amortization that reduce the amount of cash tax that we would otherwise be required to pay in the future.

Our Operating Agreement will contain provisions effectively linking each OpCo Unit with one of our Class B shares such that Class B shares cannot be transferred without transferring an equal number of OpCo Units and vice versa.

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For additional information, please see “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.”

Holding Company Structure

Our post-offering organizational structure will allow LandBridge Holdings to retain a direct equity ownership in OpCo, which will be classified as a partnership for U.S. federal income tax purposes following the offering. Investors in this offering will, by contrast, hold a direct equity ownership in us in the form of Class A shares, and an indirect ownership interest in OpCo through our ownership of OpCo Units. Although we were formed as a limited liability company, we have elected to be taxed as a corporation for U.S. federal income tax purposes.

Pursuant to our Operating Agreement and the OpCo LLC Agreement, our capital structure and the capital structure of OpCo will generally replicate one another and will provide for customary antidilution mechanisms in order to maintain the one-for-one exchange ratio between the OpCo Units and our Class A shares.

For additional information, please see “Summary—Organizational Structure” and “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.”

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common shares that will be issued and outstanding upon the consummation of this offering, the Corporate Reorganization and the related transactions and held by:

• each person known to us to be beneficial owners of more than 5% of any class of our outstanding common shares;

• each director, director nominee and named executive officer; and

• all of our directors and executive officers as a group.

All information with respect to beneficial ownership has been furnished by the respective more than 5% shareholders, directors, director nominees and named executive officers, as the case may be. Unless otherwise noted, the mailing address of each listed beneficial owner is c/o 5555 San Felipe Street, Suite 1200, Houston, Texas 77056. The following table does not reflect any of the Class A shares that more than 5% shareholders, directors and named executive officers may purchase in this offering through the directed share program described in “Underwriting—Directed Share Program.”

To the extent that the underwriters sell more than      Class A shares, the underwriters have the option to purchase up to an additional      Class A shares from us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional Class A shares. The table below does not reflect any shares to be issued pursuant to the LTIP.

The amounts and percentages of common shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the persons or entities listed below has, to our knowledge, sole voting and investment power with respect to all common shares beneficially owned by them, except to the extent this power may be shared with a spouse.

Name of Beneficial Owner

Shares Beneficially Owned Before this Offering

Shares Beneficially Owned After this Offering (No Exercise)

Shares Beneficially Owned After this Offering (Full Exercise)

Class A Shares

Class B Shares(1)

Combined Voting Power(2)

Class A Shares

Class B Shares(1)

Combined Voting Power(2)

Number

%

Number

%

Number

%

Number

%

Number

%

Number

%

Number

%

5% Shareholders:

LandBridge Holdings(3)(4)

%

%

%

%

%

%

%

Directors and Named Executive Officers:

%

%

%

%

%

%

%

Jason Long

—

%

%

%

%

%

%

Scott L. McNeely

—

%

%

%

%

%

%

Harrison Bolling

—

%

%

%

%

%

%

Jason Williams

—

%

%

%

%

%

%

David N. Capobianco(3)

%

%

%

%

%

%

%

Matthew K. Morrow

%

%

%

%

%

%

%

Kara Goodloe Harling

—

%

%

%

%

%

%

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Name of Beneficial Owner

Shares Beneficially Owned Before this Offering

Shares Beneficially Owned After this Offering (No Exercise)

Shares Beneficially Owned After this Offering (Full Exercise)

Class A Shares

Class B Shares(1)

Combined Voting Power(2)

Class A Shares

Class B Shares(1)

Combined Voting Power(2)

Number

%

Number

%

Number

%

Number

%

Number

%

Number

%

Number

%

Michael Sulton

—

%

%

%

%

%

%

Frank Bayouth

—

%

%

%

%

%

%

Directors and Executive Officers as a Group (Persons)

%

%

%

%

%

%

%

* Less than 1%.

(1) Subject to the terms of the OpCo LLC Agreement, OpCo Unitholders (other than us) will have the right to redeem all or a portion of their OpCo Units for Class A shares (or cash, at OpCo’s election) at a redemption ratio of one Class A share for each OpCo Unit redeemed. In connection with any such redemption of OpCo Units, a corresponding number of Class B shares will be cancelled. Please see “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.” Beneficial ownership of OpCo Units is not reflected as beneficial ownership of our Class A shares for which such OpCo Units may be redeemed.

(2) Represents percentage of voting power of our Class A shares and Class B shares voting together as a single class. OpCo Unitholders will hold one Class B share for each OpCo Unit that they own. Each Class B share has no economic rights, but entitles the holder thereof to one vote for each OpCo Unit held by such holder. Accordingly, OpCo Unitholders collectively have a number of votes in us equal to the number of OpCo Units that they hold.

(3) LandBridge Holdings, which directly holds all of our Class B shares, is controlled by a board of managers consisting of five members. Five Point Energy Fund II AIV-IV LP (“Fund II”) and Five Point Energy Fund III AIV-I LP (“Fund III”), who collectively own 97.4% of the capital interests of LandBridge Holdings, have the right to appoint a majority of the members of the board of managers of LandBridge Holdings. Five Point Energy GP II LP is the sole general partner of Fund II. Five Point Energy GP II LLC is the sole general partner of Five Point Energy GP II LP. Five Point Energy GP III LP is the sole general partner of Fund III. Five Point Energy GP III LLC is the sole general partner of Five Point Energy GP III LP. Each of Five Point Energy GP II LLC and Five Point Energy GP III LLC is controlled by David N. Capobianco as each respective entity’s sole member. Mr. Capobianco may exercise voting and dispositive power over the Class B shares held by LandBridge Holdings and may be deemed to be the beneficial owner thereof. Mr. Capobianco disclaims beneficial ownership of Class B shares in excess of his pecuniary interest therein.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

OpCo LLC Agreement

The OpCo LLC Agreement is filed as an exhibit to the registration statement of which this prospectus forms a part, and the following description of the OpCo LLC Agreement is qualified in its entirety by reference thereto.

Following this offering, under the OpCo LLC Agreement, each holder of an OpCo Unit will, subject to certain limitations, have a Redemption Right to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of our Class B shares) for, at OpCo’s election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to applicable conversion rate adjustments, or (ii) cash in an amount equal to the Cash Election Amount of such Class A shares. OpCo will determine whether to issue Class A shares or pay cash in an amount equal to the Cash Election Amount in lieu of the issuance of Class A shares based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A shares (including the trading price for the Class A shares at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of additional common shares) to acquire the OpCo Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, we (instead of OpCo) will have the Call Right to, for administrative convenience, acquire each tendered OpCo Unit directly from the redeeming OpCo Unitholder for, at our election, (x) one Class A share, subject to applicable conversion rate adjustments, or (y) cash in an amount equal to the Cash Election Amount of such Class A shares. We may exercise the Call Right only if an OpCo Unitholder first exercises its Redemption Right, and an OpCo Unitholder may exercise its Redemption Right on each Quarterly Redemption Date, beginning immediately following the consummation of this offering. As the sole managing member of OpCo, our decision to pay the Cash Election Amount upon an exercise of the Redemption Right or Call Right may be made by a conflicts committee consisting solely of independent directors. In connection with any redemption of OpCo Units pursuant to the Redemption Right or acquisition of OpCo Units pursuant to the Call Right, a corresponding number of Class B shares held by the redeeming OpCo Unitholder will be automatically cancelled.

Our acquisition (or deemed acquisition for U.S. federal income tax purposes) of OpCo Units pursuant to an exercise of the Redemption Right or the Call Right is expected to result in adjustments to the tax basis of the tangible and intangible assets of OpCo, and such adjustments will be allocated to us. These adjustments would not have been available to us absent such acquisition or deemed acquisition of OpCo Units and, to the extent the adjustments are allocable to assets of OpCo other than its interest in DBR REIT, are expected to produce tax deductions from depletion, depreciation and amortization that reduce the amount of cash tax that we would otherwise be required to pay in the future.

Our Operating Agreement will contain provisions effectively linking each OpCo Unit with one of our Class B shares such that Class B shares cannot be transferred without transferring an equal number of OpCo Units and vice versa.

As the OpCo Unitholders cause their OpCo Units to be redeemed, holding other assumptions constant, our membership interest in OpCo will be correspondingly increased, the number of Class A shares outstanding will be increased, and the number of Class B shares will be decreased.

“Cash Election Amount” means, with respect to the Class A shares to be delivered to the redeeming OpCo Unitholder by OpCo pursuant to the Redemption Right or the Call Right, as applicable, (i) the amount of cash that would be received if the number of Class A shares to which the redeeming OpCo Unitholder would otherwise be entitled were sold at a per share price equal to the trailing 10-day volume weighted average price of a Class A share on such redemption date, net of actual or deemed offering expenses or (ii) if the Class A shares no longer trade on a securities

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exchange or automated or electronic quotation system, an amount equal to the Fair Market Value (as defined in the OpCo LLC Agreement) of one Class A share that would be obtained in an in an arms’ length transaction for cash between an informed and willing buyer and an informed and willing seller, neither of whom is under any compulsion to buy or sell and without regard to the particular circumstances of the buyer or seller.

Under the OpCo LLC Agreement, subject to the obligation of OpCo to make tax distributions and to reimburse us for our corporate and other overhead expenses, we will have the right to determine when dividends will be paid to the OpCo Unitholders and the amount of any such dividends.

Following this offering, if we authorize dividends, such dividends will be paid to the OpCo Unitholders generally on a pro rata basis in accordance with their respective percentage ownership of OpCo Units.

The OpCo Unitholders, including us, will be allocated their proportionate share of any taxable income or loss of OpCo pursuant to the OpCo LLC Agreement and will generally incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of OpCo. Net profits and net losses of OpCo generally will be allocated to OpCo Unitholders on a pro rata basis in accordance with their respective percentage ownership of OpCo Units, except that certain non-pro rata adjustments will be required to be made to reflect built-in gains and losses and tax depletion, depreciation and amortization with respect to such built-in gains and losses. The OpCo LLC Agreement will provide, to the extent cash is available and subject to the terms of any current or future debt or other arrangements, for pro rata tax distributions to the OpCo Unitholders in an amount generally intended to allow such holders to satisfy their respective income tax liabilities with respect to their allocable share of the income of OpCo, based on certain assumptions and conventions, provided that the distribution will be sufficient to allow us to satisfy our actual tax liabilities.

The OpCo LLC Agreement will provide that, except as otherwise determined by us or in connection with the exercise of the Call Right, at any time we issue a Class A share or any other equity security, the net proceeds received by us with respect to such issuance, if any, shall be concurrently invested in OpCo, and OpCo shall issue to us one OpCo Unit or other economically equivalent equity interest. Conversely, if at any time any Class A shares are redeemed, repurchased or otherwise acquired, OpCo shall redeem, repurchase or otherwise acquire an equal number of OpCo Units held by us, upon the same terms and for the same price, as the Class A shares are redeemed, repurchased or otherwise acquired.

Under the OpCo LLC Agreement, the members have agreed that LandBridge Holdings, Five Point and WaterBridge, as well as their affiliates, will be permitted to engage in business activities or invest in or acquire businesses that may compete with our business or do business with any client of ours.

Registration Rights Agreement

In connection with the closing of this offering, we will enter into a registration rights agreement with LandBridge Holdings (the “RRA”) pursuant to which we will agree to register under the federal securities laws the offer and resale of all Class A shares owned by or underlying the Class B shares and OpCo Units owned by LandBridge Holdings or certain of its affiliates or permitted transferees. These registration rights will be subject to certain conditions and limitations, including the right of the underwriters to limit the number of Class A shares to be included in a registration and our right to delay or withdraw a registration statement under certain circumstances. Subject to certain exceptions, if at any time we propose to register an offering of Class A shares or conduct an underwritten offering, regardless of whether for our own account, then we must notify the holders of Registrable Securities

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(as defined in the RRA) or their permitted transferees of such proposal, to allow them to include a specified number of their Class A shares in that registration statement or underwritten offering, as applicable, including Class A shares issuable upon the exchange of the OpCo Units and the cancellation of a corresponding number of our Class B shares.

Any sales in the public market of our Class A shares registrable pursuant to the RRA could adversely affect prevailing market prices of our Class A shares. See “Risk Factors—Risks Related to this Offering and Our Class A Shares—The market price of our Class A shares could be adversely affected by sales of substantial amounts of our Class A shares in the public or private markets or the perception in the public markets that these sales may occur, including sales by LandBridge Holdings and its affiliates after the exercise of the Redemption Right.” We will generally be obligated to pay all registration expenses in connection with these registration obligations, regardless of whether a registration statement is filed or becomes effective.

Master Reorganization Agreement

General

In connection with the consummation of this offering, LandBridge Holdings and certain of its affiliates will enter into a master reorganization agreement (the “Master Reorganization Agreement”), that will govern the consummation of the Corporate Reorganization. Pursuant to the Master Reorganization Agreement, following the formation of LandBridge Holdings and its acquisition of NDB LLC’s interest in OpCo and LandBridge, (i) LandBridge Holdings will cause each of LandBridge and OpCo to amend and restate their respective operating agreements to contain the terms described in this prospectus, (iii) LandBridge will issue     Class A shares in this offering, representing 100% of the economic rights in LandBridge, in exchange for the proceeds of this offering, (iv) LandBridge will contribute all of the net proceeds from this offering (including and net proceeds from the exercise of the underwriter’s option to purchase additional Class A shares) to OpCo in exchange for a number of OpCo Units equal to the number of Class A shares issued in this offering, (v) LandBridge Holdings will receive a number of Class B shares equal to the number of OpCo Units held by it immediately following this offering and (vi) OpCo will use the net proceeds (including and net proceeds from the exercise of the underwriter’s option to purchase additional Class A shares) from this offering as described in “Use of Proceeds.”

After giving effect to the Corporate Reorganization and this offering and assuming the underwriters’ option to purchase additional Class A shares is not exercised, (i) LandBridge Holdings will own all of our Class B shares, representing    % of our common shares, (ii) investors in this offering will own all    of our Class A shares, representing    % of our common shares, (iii) LandBridge will own an approximate    % interest in OpCo and (iv) LandBridge Holdings will own an approximate    % interest in OpCo. For more information, see “Corporate Reorganization.”

Indemnification

We expect the Master Reorganization Agreement will provide that we will indemnify LandBridge Holdings and its affiliates against losses arising out of third-party claims (including litigation matters and other claims) based on, arising out of or resulting from:

• the ownership or the operation of our assets or properties, and the operation or conduct of our business, prior to or following this offering;

• the consummation of the transactions contemplated by the Master Reorganization;

• all federal, state and local tax liabilities attributable to the ownership or the operation of OpCo and its subsidiaries, and their respective businesses, prior to or following this offering, and any such tax liabilities that may result from the formation of any parties to the Master Reorganization; and

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• the failure of any Indemnifying Party, or its subsidiaries, to have on the closing date of this offering any consent, license, permit or approval necessary to allow LandBridge Holdings to own or operate OpCo or its subsidiaries or their respective businesses, in substantially the same manner consistent with past practices.

In addition, we expect to indemnify LandBridge Holdings and its affiliates against losses, including liabilities under the Securities Act and the Exchange Act, relating to material misstatements in or material omissions from the registration statement of which this prospectus is a part and any other registration statement or report that we file, other than material misstatements or material omissions made in reliance on information relating to and furnished by LandBridge Holdings for use in the preparation of that registration statement or report, against which LandBridge Holdings will agree to indemnify us.

Shareholder’s Agreement

In connection with the closing of this offering, we expect to enter into the Shareholder’s Agreement with LandBridge Holdings. As discussed further below, the Shareholder’s Agreement will provide certain rights to LandBridge Holdings.

Our Shareholder’s Agreement will provide that the parties thereto will use their respective reasonable efforts (including voting or causing to be voted all of our common shares beneficially owned by each) so that no amendment is made to our Operating Agreement in effect as of the date of the Shareholder’s Agreement that would add restrictions to the transferability of our shares by LandBridge Holdings that are beyond those provided for in our Operating Agreement, the Shareholder’s Agreement or applicable securities laws, unless such amendment is approved by LandBridge Holdings.

The Shareholder’s Agreement will provide that, subject to compliance with applicable law and NYSE rules, for so long as LandBridge Holdings and certain affiliates beneficially own at least 40% of our outstanding common shares, LandBridge Holdings shall be entitled to designate a number of directors equal to a majority of the board of directors, plus one director; and for so long as LandBridge Holdings and such affiliates beneficially own at least 30%, 20% and 10% of our outstanding common shares, LandBridge Holdings shall be entitled to designate at least three directors, two directors and one director, respectively. So long as LandBridge Holdings is entitled to designate one or more nominees to the board and notifies the board of directors of its desire to remove, with or without cause, any director previously designated by it to the board, we are required to take all necessary action to cause such removal. Further, so long as LandBridge Holdings has the right to designate at least one director to our board of directors, it will also have the right to appoint a number of board observers, who will be entitled to attend all meetings of the board in a non-voting, observer capacity, equal to the number of directors LandBridge Holdings is entitled to appoint.

The Shareholder’s Agreement will terminate upon LandBridge Holdings and its affiliates party thereto ceasing to beneficially own at least 10% of our common shares.

Shared Services Agreement

We are party to the Shared Services Agreement with the Manager. Pursuant the Shared Services Agreement, the Manager provides us with our senior executive management team, as well as general, administrative and overhead services to support our business and development activities. The term of the Shared Services Agreement continues until terminated by mutual agreement. As consideration for the services rendered pursuant to the Shared Services Agreement, we reimburse all fees and expenses incurred by the Manager or its affiliates or agents on our behalf. We pay the Manager our

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proportionate share of its total costs as determined under the Shared Services Agreement. For each of the years ended December 31, 2023 and 2022, we paid approximately $5.0 million for shared services and direct cost reimbursements.

Equity Sponsor Services

In addition to the Shared Services Agreement, we reimburse Five Point for our usage of its geographic information services as well as legal services as necessary to support our operations. For the years ended December 31, 2023 and 2022, we paid Five Point $0.2 million and $0.1 million in reimbursements in connection with this arrangement.

Historical Transaction with Affiliates

In the normal course of business, we enter into transactions with related parties in which certain of our affiliates hold financial interests, which are described in more detail below.

Transactions with WaterBridge NDB

In the ordinary course of business, we have entered into produced water facilities agreements and a fresh water facilities agreement, together with related SUAs, including easements and rights-of-way, with WaterBridge pursuant to which we have granted certain rights to construct, operate and maintain produced water handling facilities and brackish water facilities on our land. One produced water facilities agreement has an initial term of approximately five years and automatic one-year renewals unless terminated by either party prior to renewal. The other produced water facilities agreement has an initial term of approximately ten years and automatic one-year renewals unless terminated by either party prior to renewal. The fresh water facilities agreement has an initial term of approximately fifteen years and automatic one-year renewals unless terminated by a party prior to renewal. SUAs generally have terms of 10 years, with the option for WaterBridge to renew for additional 10-year terms in return for additional renewal payments, and include a customary fee schedule, with a provision for royalties related to certain specified activities. For the years ended December 31, 2023 and 2022, we received $9.3 million and $3.3 million, respectively, of total revenues in fees related to such agreements.

East Stateline Acquisition

On May 10, 2024, we acquired the East Stateline Ranch, consisting of approximately 103,000 surface acres and associated surface use contracts, from a private third-party seller for aggregate cash consideration of approximately $360.0 million pursuant to the East Stateline Acquisition. In connection with the East Stateline Acquisition, we entered into a partial assignment and assumption agreement with WaterBridge, pursuant to which we assigned our rights to acquire certain produced water and brackish supply water assets to WaterBridge prior to the closing of the East Stateline Acquisition, and in exchange WaterBridge funded purchase consideration of $165.0 million at closing of the transaction. In accordance with the partial assignment, we also acquired the associated surface use contracts.

Transactions with WaterBridge Operating

In the ordinary course of business, we have entered into SUAs, including easements and right-of-way, with WaterBridge Operating pursuant to which we have granted certain rights to construct, operate and maintain water facilities on our land. Such SUAs typically have terms of 10 years, with the option for WaterBridge Operating to renew for additional 10-year terms in return for one-time renewal payments, and include a customary fee schedule, with a provision for royalties related to certain specified activities. For each of the years ended December 31, 2023 and 2022, we received $1.1 million and less than $100,000 in fees related to such agreements, consisting primarily of surface damage payments.

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Transactions with Desert Environmental

In the ordinary course of business, we have entered into SUAs with subsidiaries of Desert Environmental pursuant to which we have granted certain rights to construct, operate and maintain non-hazardous oilfield reclamation and solid waste facilities on our land. Such agreements have a minimum term of 10 years and include an industry standard fee schedule, with a provision for royalties based of a percentage of net revenue received by Desert Environmental non-hazardous oilfield reclamation activities. For the years ended December 31, 2023 and 2022, we received $1.1 million and less than $100,000, respectively, in fees related to such agreements, consisting primarily of surface damage payments and minimal royalties on non-hazardous oilfield reclamation activities.

In November 2022, we acquired approximately 650 acres of land in Reeves County, Texas from a subsidiary of Desert Environmental for approximately $2.1 million.

Review, Approval or Ratification of Transactions with Related Persons

Prior to the closing of this offering, we have not adopted a formal policy for approval of Related Party Transactions, but intend to do so following the closing of this offering. For as long as we are a “smaller reporting company,” a “Related Party Transaction” is defined as any transaction, arrangement or relationship in which we or any of our current or future subsidiaries was, is or will be a participant, the amount of which involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any Related Person had, has or will have a direct or indirect material interest. Once we no longer qualify as a “smaller reporting company,” a “Related Party Transaction” will be defined as a transaction, arrangement or relationship in which we or any of our current or future subsidiaries was, is or will be a participant and the amount of which involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect material interest. A “Related Person” means:

• any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors or a director nominee;

• any person who is known by us to be the beneficial owner of more than 5% of our outstanding common shares; and

• any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother in law, father in law, son in law, daughter in law, brother in law or sister in law of a director, director nominee, executive officer or a beneficial owner of more than 5% of our common shares, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our common shares.

We anticipate that our board of directors will adopt a written related party transactions policy prior to the completion of this offering relating to approval of Related Party Transactions. Pursuant to this policy, we expect that, subject to certain exceptions, any such transactions, which, for the avoidance of doubt, will include transactions with LandBridge Holdings and its affiliates, including Five Point and WaterBridge, may, at the sole discretion of our board of directors in light of the circumstances, be reviewed and approved or ratified by our Audit Committee or Conflicts Committee pursuant to the procedures included in our Operating Agreement. Not all conflicted transaction are required to be presented to a conflicts committee, and our board of directors expects to adopt a separate conflicts of interest policy for routine matters that may arise on an ongoing basis. In addition, our Operating Agreement provides that in the event a potential conflict of interest exists or arises between any of the Unrestricted Parties, on the one hand, and us, any of our subsidiaries or any of our public shareholders, on the other hand, a resolution or course of action by our board of directors shall be deemed approved by all of our shareholders, and shall not constitute a breach of the fiduciary duties of

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members of our board of directors to us or our shareholders, if such resolution or course of action (i) is approved by a conflicts committee, which is composed entirely of independent directors, (ii) is approved by shareholders holding a majority of our common shares that are disinterested parties, (iii) is determined by our board of directors to be on terms that, when taken together in their entirety, are no less favorable than those generally provided to or available from unrelated third parties or (iv) is determined by our board of directors to be fair and reasonable to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us). In determining whether to approve or ratify a Related Party Transaction, we expect that the appropriate parties will consider a variety of factors they deem relevant, such as: the terms of the transaction; the terms available to unrelated third parties; the benefits to us; and the availability of other sources for comparable assets, products or services. The terms of this policy will be reviewed annually by our board of directors, which may, in its sole discretion, choose to amend or replace this policy at any time.

Parents of the Smaller Reporting Company

For a discussion regarding our controlling shareholder immediately following this transaction, see “Corporate Reorganization.”

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DESCRIPTION OF SHARES

Upon completion of this offering, our authorized capital will consist of      Class A shares, of which      Class A shares will be issued and outstanding,      Class B shares, of which      Class B shares will be issued and outstanding and      preferred shares, of which no preferred shares will be issued and outstanding.

The following summary of Class A shares, Class B shares and preferred shares does not purport to be complete and is qualified in its entirety by reference to the provisions of applicable law and to our Operating Agreement and our certificate of formation, which are filed as exhibits to the registration statement of which this prospectus is a part.

Class A shares

Voting Rights. Except as provided by applicable law or in our Operating Agreement, holders of Class A shares are entitled to one vote per share held of record on all matters to be voted upon by our shareholders generally. Holders of our Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders for their vote or approval, except with respect to the amendment of certain provisions of our Operating Agreement that would alter or change the powers, preferences or special rights of the Class B shares so as to affect them adversely, which amendments must be approved by a majority of the votes entitled to be cast by the holders of the Class B shares affected by the amendment, voting as a separate class, or as otherwise required by applicable law. The holders of Class A shares do not have cumulative voting rights in the election of directors.

Dividend Rights. Holders of our Class A shares are entitled to ratably receive, in proportion to the Class A shares held by them, dividends (payable in cash, shares or otherwise) when and if declared by our board of directors, from time to time in its discretion, out of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred shares. To the extent OpCo makes distributions to us and the OpCo Unitholders, including LandBridge Holdings, we intend to pay dividends in respect of our Class A shares out of some or all of such dividends, if any, remaining after the payment of taxes and other expenses. However, because our board of directors may determine to pay or not pay dividends in respect of our Class A shares based on the factors described above, holders of our Class A shares may not necessarily receive dividends, even if OpCo makes such distributions to us.

Liquidation Rights. Upon our liquidation, dissolution, distribution of assets or other winding up, the holders of Class A shares are entitled to receive ratably the assets available for distribution to the shareholders after payment of liabilities and the liquidation preference of any of our outstanding preferred shares.

Other Matters. Class A shares have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no sinking fund provisions applicable to the Class A shares. All outstanding Class A shares, including the Class A shares offered in this offering, are fully paid and non-assessable.

Class B shares

Generally. In connection with the Corporate Reorganization and this offering, each OpCo Unitholder will receive one Class B share for each OpCo Unit that it holds. Accordingly, OpCo Unitholders will have a number of votes in us equal to the aggregate number of OpCo Units that they hold. Class B shares cannot be transferred except in connection with a permitted transfer of a corresponding number of OpCo Units and vice versa.

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Voting Rights. Except as provided by applicable law or in our Operating Agreement, holders of our Class B shares are entitled to one vote per share held of record on all matters to be voted upon by our shareholders generally. Holders of our Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders for their vote or approval, except with respect to the amendment of certain provisions of our Operating Agreement that would alter or change the powers, preferences or special rights of Class B shares so as to affect them adversely, which amendments must be approved by a majority of the votes entitled to be cast by the holders of the shares affected by the amendment, voting as a separate class, or as otherwise required by applicable law. The holders of Class B shares do not have cumulative voting rights in the election of directors.

Dividend Rights. Holders of our Class B shares do not have any right to receive dividends, unless the dividend consists of our Class B shares or of rights, options, warrants or other securities convertible or exercisable into or redeemable for Class B shares paid proportionally with respect to each outstanding Class B share and dividends consisting of Class A shares or of rights, options, warrants or other securities convertible or exercisable into or redeemable or exchangeable for Class A shares on the same terms is simultaneously paid to the holders of Class A shares.

Liquidation Rights. Holders of our Class B shares do not have any right to receive any distribution upon our liquidation, dissolution or other winding up.

Other Matters. Class B shares have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to the Class B shares. All outstanding Class B shares, including the Class B shares issued in connection with the Corporate Reorganization, are fully paid and non-assessable.

Preferred Shares

Pursuant to our Operating Agreement, our board of directors by resolution may establish and issue from time to time one or more classes or series of preferred shares, with such number, powers, preferences, rights, qualifications, limitations, restrictions and designations, which may include distribution rates, relative voting rights, conversion or exchange rights, redemption rights, liquidation rights and other relative participation, optional or other special rights, qualifications, limitations or restrictions as may be fixed by our board of directors without any further shareholder approval, subject to any limitations prescribed by law. The rights with respect to a series of preferred shares may be more favorable to the holder(s) thereof than the rights attached to our common shares. It is not possible to state the actual effect of the issuance of any preferred shares on the rights of holders of our common shares until our board of directors determines the specific rights attached to such preferred shares. Except as provided by law or in a preferred share designation, the holders of preferred shares will not be entitled to vote at or receive notice of any meeting of shareholders. The effect of issuing preferred shares may include, among other things, one or more of the following:

• restricting any dividends in respect of our Class A shares;

• diluting the voting power of our common shares, including our Class A shares, or providing that holders of preferred shares have the right to vote on matters as a separate class;

• impairing the liquidation rights of our Class A shares; or

• delaying or preventing a change of control of us.

In addition, if we issue preferred shares, OpCo will concurrently issue to us an equal number of preferred units, corresponding to the preferred shares issued by us, and such preferred units will have substantially the same rights to distributions and other economic rights as those of our preferred shares.

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Transfer Agent and Registrar

Continental Stock Transfer & Trust Company will serve as the registrar and transfer agent for the Class A shares.

Transfer of common shares

Upon the transfer of a common share in accordance with our Operating Agreement, the transferee of the common share shall be admitted as a member with respect to the class of common shares transferred when such transfer and admission are reflected in our books and records. Each transferee:

• automatically becomes bound by the terms and conditions of our Operating Agreement;

• represents that the transferee has the capacity, power and authority to enter into our Operating Agreement; and

• makes the consents, acknowledgements and waivers contained in our Operating Agreement, such as the approval of all transactions and agreements that we are entering into in connection with our formation and this offering.

We will cause any transfers to be recorded on our books and records from time to time (or shall cause the registrar and transfer agent to do so, as applicable).

Upon a shareholder’s election of a broker, dealer or other person to serve as nominee, agent or in some other representative capacity for such beneficial owner, we intend to treat such nominee holder as the absolute owner of the applicable common shares until we are notified of the revocation of such election. In that case, the beneficial holder’s rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial owner and the nominee holder. Such treatment may limit the beneficial owner’s recourse against us with respect to matters taken by the nominee holder pursuant to such agreement. To the extent a shareholder nominates a broker, dealer or other person to act as nominee, agent or in some other representative capacity for such shareholder, such shareholder should coordinate with such representative to communicate its intention with respect to exercising its rights as a shareholder.

Common shares are securities and any transfers are subject to the laws governing the transfer of securities.

Until a common share has been transferred on our books, we and the transfer agent may treat the record holder of the common share as the absolute owner for all purposes, except as otherwise required by law or stock exchange regulations.

Registration Rights

For a description of registration rights with respect to our Class A shares, see the information under the heading “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Listing

We have applied to list our Class A shares on the NYSE under the symbol “LB.”

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OUR OPERATING AGREEMENT

Organization and Duration

We were formed as a Delaware limited liability company on September 27, 2023 and will remain in existence until dissolved in accordance with our Operating Agreement.

Purpose

Under our Operating Agreement, we are permitted to engage in any business activity that lawfully may be conducted by a limited liability company organized under Delaware law and, in connection therewith, to exercise all of the rights and powers conferred upon us pursuant to the agreements relating to such business activity.

Agreement to be Bound by our Operating Agreement; Power of Attorney

By purchasing our common shares and such transfer being reflected on our transfer agent’s books and records, you will be admitted as a member of our limited liability company and will be deemed to have agreed to be bound by the terms of our Operating Agreement.

Pursuant to our Operating Agreement, each shareholder and each person who acquires a common share from a shareholder grants to certain of our officers (and, if appointed, a liquidator) a power of attorney to, among other things, execute and file documents required for our qualification, continuance or dissolution. The power of attorney also grants certain of our officers and board of directors, as applicable, the authority to make certain amendments to, and to make consents and waivers under and in accordance with, our Operating Agreement.

Amendment of Our Operating Agreement

Amendments to our Operating Agreement may be proposed only by or with the consent of our board of directors. To adopt a proposed amendment, our board of directors is required to call a meeting of our shareholders to consider and vote upon the proposed amendment or, prior to the Trigger Event, may seek written approval of the holders of the number of common shares required to approve the amendment. An amendment must be approved by (i) prior to the Trigger Event, the affirmative vote of the holders of a majority of our then-outstanding common shares and (ii) after the Trigger Event, the affirmative vote of the holders of at least 66 2/3% of our then-outstanding common shares.

Prohibited Amendments. No amendment may be made that would:

• enlarge the obligations of any shareholder without such shareholder’s consent, unless approved by at least a majority of the type or class of common shares so affected;

• provide that we are not dissolved upon an election to dissolve our company by our board of directors that is approved by holders of a majority of outstanding common shares;

• change the term of existence of our company; or

• give any person the right to dissolve our company other than our board of directors’ right to dissolve our company with the approval of holders of a majority of the total combined voting power of our outstanding common shares.

No Shareholder Approval. Our board of directors may generally make amendments to our Operating Agreement without the approval of any shareholder or assignee to reflect:

• a change in our name, the location of our principal place of our business, our registered agent or our registered office;

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• the admission, substitution, withdrawal or removal of shareholders in accordance with our Operating Agreement;

• the merger of our company or any of its subsidiaries into, or the conveyance of all of our assets to, a newly-formed entity if the sole purpose of that merger or conveyance is to effect a mere change in our legal form into another limited liability entity;

• a change that our board of directors determines to be necessary or appropriate for us to qualify or continue our qualification as a company in which our members have limited liability under the laws of any state;

• a change in our legal form from a limited liability company to a corporation;

• an amendment that our board of directors determines, based upon the advice of counsel, to be necessary or appropriate to prevent us, members of our board of directors or our officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisers Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) whether or not substantially similar to plan asset regulations currently applied or proposed;

• an amendment that our board of directors determines to be necessary or appropriate for the authorization of additional securities;

• any amendment expressly permitted in our Operating Agreement to be made by our board of directors acting alone;

• an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our Operating Agreement;

• any amendment that our board of directors determines to be necessary or appropriate for the formation by us of, or our investment in, any corporation, partnership or other entity, as otherwise permitted by our Operating Agreement;

• a change in our fiscal year or taxable year and related changes;

• an amendment that sets forth the designations, rights, preferences, and duties of any class or series of shares; and

• any other amendments substantially similar to any of the matters described in the clauses above.

In addition, our board of directors may make amendments to our Operating Agreement without the approval of any shareholder or assignee if our board of directors determines that those amendments:

• do not adversely affect the shareholders in any material respect;

• are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;

• are necessary or appropriate to facilitate the trading of common shares or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the Class A shares are or will be listed for trading, compliance with any of which our board of directors deems to be in the best interests of us and our shareholders;

• are necessary or appropriate for any action taken by our board of directors relating to splits or combinations of common shares under the provisions of our Operating Agreement; or

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• are required to effect the intent expressed in this prospectus or the intent of the provisions of our Operating Agreement or are otherwise contemplated by our Operating Agreement.

Termination and Dissolution

We will continue as a limited liability company until dissolved pursuant to our Operating Agreement. We will dissolve upon: (1) the election of our board of directors to dissolve us, if approved by the holders of a majority of our outstanding common shares; (2) the entry of a decree of judicial dissolution of the Company; or (3) at any time that we no longer have any shareholders, unless our business is continued in accordance with the Delaware LLC Act.

Upon dissolution, our affairs will be wound up and our assets, including the proceeds from any liquidation thereof, will be applied and distributed in the following manner: (i) first, to creditors (including to the extent permitted by law, creditors who are members) in satisfaction of our liabilities, (ii) second, to establish cash reserves for contingent or unforeseen liabilities and (iii) third, to the members in proportion to the number of Class A shares owned by each of them, subject to any preferential rights held by preferred shareholders, if any.

Books and Reports

We are required to keep appropriate books and records of our business at our principal offices, which may be kept electronically. The books and records will be maintained for both tax and financial reporting, as well as general company purposes. For financial reporting and tax purposes, our fiscal year is the calendar year. Our Operating Agreement provides that our shareholders have the right, subject to certain restrictions stated therein, to obtain access to certain of our books and records, including our share ledger and list of shareholders, upon reasonable demand for any purpose reasonably related to such shareholder’s interest as a shareholder. We will use commercially reasonable efforts to furnish to shareholders an annual report containing audited consolidated financial statements and a report on those consolidated financial statements by our independent public accountants. We will be deemed to have made any such report available if we file such report with the SEC on EDGAR or make the report available on a publicly available website that we maintain.

Anti-Takeover Effects of Delaware Law and Our Operating Agreement

The following is a summary of certain provisions of our Operating Agreement that may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt via proxy contest or otherwise, or the removal of our incumbent officers and directors, that a shareholder might consider to be in its best interest, including those attempts that might result in a premium over the market price for the Class A shares. These provisions may also have the effect of preventing changes in our management. These provisions are designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms and the promotion of shareholder interests.

Issuance of Additional Interests

Our Operating Agreement authorizes us to issue an unlimited number of additional limited liability company interests of any type without the approval of our shareholders, subject to the rules of the NYSE. Any issuance of additional Class A shares or other limited liability company interests would result in a corresponding decrease in the proportionate ownership interests in us represented by, and

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could adversely affect the cash distributions related to and market price of, Class A shares then outstanding. These additional limited liability company interests may be utilized for a variety of corporate purposes, including future offerings to repay debt obligations, raise additional capital and fund corporate acquisitions. The existence of authorized but unissued limited liability company interests could render more difficult or discourage an attempt to obtain control over us by means of a proxy contest, tender offer, merger or otherwise.

Delaware Business Combination Statute-Section 203

We are a limited liability company organized under Delaware law. Some provisions of Delaware law may delay or prevent a transaction that would cause a change in our control.

Section 203 of the DGCL, which restricts certain business combinations with interested shareholders in certain situations, does not apply to limited liability companies unless they elect to utilize it. Our Operating Agreement does not currently elect to have Section 203 of the DGCL apply to us. In general, this statute prohibits a publicly held Delaware corporation from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction by which that person became an interested shareholder, unless:

• the transaction is approved by the board of directors before the date the interested shareholder attained that status;

• upon consumption of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting shares of the corporation outstanding at the time the transaction commenced; or

• on or after such time the business combination is approved by the board of directors and authorized at a meeting of shareholders by at least two-thirds of the outstanding shares that is not owned by the interested shareholder.

For purposes of Section 203 of the DGCL, a business combination includes a merger, asset sale or other transaction resulting in a financial benefit to the interested shareholder, and an interested shareholder is a person who, together with affiliates and associates, owns, or within three years prior, did own, 15% or more of voting shares.

Other Provisions of Our Operating Agreement

Our Operating Agreement provides that our board of directors shall consist of not less than     directors, as the board of directors may from time to time determine. At the closing of this offering, we will have a single class of directors, and directors will be subject to re-election on an annual basis at each annual meeting of shareholders.

After the Trigger Event, our board of directors will be divided into three classes that are as nearly equal in number as is reasonably possible and each director will be assigned to one of the three classes; provided that LandBridge Holdings shall have the right to designate the initial class assigned to each director immediately following the occurrence of the Trigger Event. After the Trigger Event, at each annual meeting of shareholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. We believe that classification of our board of directors will help to assure the continuity and stability of our business strategies and policies as determined by our board of directors following the Trigger Event. The classified board provision could increase the likelihood that incumbent directors will retain their positions after the Trigger Event. The staggered terms of directors may delay, defer or prevent a tender offer or an attempt to change control of us, even though a tender offer or change in control might be viewed by our shareholders to be in their best interest.

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Our Operating Agreement does not provide for cumulative voting in the election of directors, which means that the holders of a majority of our issued and outstanding common shares can elect all of the directors standing for election, and the holders of the remaining common shares will not be able to elect any directors. LandBridge Holdings’ initial beneficial ownership of greater than 50% of our common shares means LandBridge Holdings will be able to control matters requiring shareholder approval, which includes the election of directors.

In addition, our Operating Agreement provides that after the Trigger Event, the affirmative vote of the holders of not less than two-thirds in voting power of all then-outstanding common shares entitled to vote generally in the election of our board of directors, voting together as a single class, shall be required to remove any director from office, and such removal may only be for “cause” (prior to such time, a director or the entire board of directors may be removed, with or without cause, at any time, by the affirmative vote of the holders of a majority of the total combined voting power of all of our outstanding common shares then entitled to vote at an election of directors).

After the Trigger Event, all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred shares, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum (prior to such time, vacancies may also be filled by shareholders holding a majority of the then-outstanding common shares entitled to vote generally in the election of directors voting together as a single class).

Pursuant to our Operating Agreement, preferred shares may be issued from time to time, and the board of directors is authorized to determine and alter all designations, preferences, rights, powers and duties thereof without limitation. See “Description of Shares—Preferred Shares.”

Consent Rights

Pursuant to our Operating Agreement, for so long as LandBridge Holdings and certain affiliates beneficially own at least 40% of our outstanding common shares, we have agreed not to take, and will take all necessary action to cause our subsidiaries not to take, the following direct or indirect actions (or enter into an agreement to take such actions) without the prior consent of LandBridge Holdings:

• increasing or decreasing the size of our board of directors, committees of our board of directors or boards and committees of our subsidiaries;

• terminating our chief executive officer or removing the Chairman of our board of directors and/or hiring or appointing either of their successors;

• agreeing to or entering into any transaction that would result in a change of control of the Company or enter into definitive agreements with respect to a change of control transaction;

• incurring debt for borrowed money (or liens securing such debt) in an amount that would result in outstanding debt that exceeds our Adjusted EBITDA for the four quarter period immediately prior to the proposed date of the incurrence of such debt by     to 1.00.

• authorizing, creating (by way of reclassification, merger, consolidation or otherwise) or issuing any equity securities of any kind (other than pursuant to any equity compensation plan approved by our board of directors or a committee of our board of directors or intra-company issuances among the Company and our subsidiaries);

• making any voluntary election to liquidate or dissolve or commence bankruptcy or insolvency proceedings or the adoption of a plan with respect to any of the foregoing or any determination not to oppose such an action or proceeding commenced by a third party; and

• selling, transferring or disposing of assets outside the ordinary course of business in a transaction or series of transactions with a fair market value in excess of    % of our Consolidated Net Tangible Assets (as defined in the Operating Agreement) determined as of

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the end of the most recently completed fiscal quarter or year, as applicable, immediately, prior to the proposed date of the consummation of such transaction or such series of transactions; and

• any amendment, modification or waiver of the consent rights described in the clauses above.

Additionally, for so long as LandBridge Holdings and certain affiliates beneficially own at least 10% of our outstanding common shares, we and our subsidiaries may not, without the approval of LandBridge Holdings, make any amendment, modification or waiver of our Operating Agreement or any other of our governing documents that materially and adversely affects LandBridge Holdings.

Ability of Our Shareholders to Act

Prior to the Trigger Event, special shareholder meetings may be called at the request of our shareholders holding a majority of the then-outstanding common shares entitled to vote generally in the election of directors voting together as a single class. After the Trigger Event, our Operating Agreement will not permit our shareholders to call special shareholders meetings. Special meetings of shareholders may also be called by a majority of the board of directors or a committee of the board of directors that has been duly designated by the board of directors and whose powers include the authority to call such meetings. Written notice of any special meeting so called shall be given to each shareholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the date of such meeting, unless otherwise required by law.

Prior to the Trigger Event, our Operating Agreement will allow our shareholders to act by written consent in lieu of a meeting of such shareholders, subject to the rights of the holders of any series of our preferred shares with respect to such series. After the Trigger Event, our shareholders may not act by written consent and may only take action at a duly called annual or special meeting of our shareholders.

Our Operating Agreement establishes advance notice procedures with respect to shareholder proposals and nominations of persons for election to our board of directors, other than nominations made by or at the direction of our board of directors or any committee thereof. In addition to any other applicable requirements, our Operating Agreement provides that for business to be properly brought before an annual meeting by a shareholder, including proposals to nominate candidates for election as directors at a meeting of shareholders, such shareholder must have given timely notice thereof in proper written form to our corporate secretary. To be timely, a shareholder’s notice must be delivered to or mailed to and received at our principal executive offices (i) in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the anniversary of the date on which we first made publicly available (whether by mailing, by filing with the SEC or by posting on an internet website) our proxy materials for the immediately preceding annual meeting of shareholders; provided, however, that in the event that no annual meeting of shareholders was held in the previous year, or the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by a shareholder in order to be timely must be so received not earlier than the close of business on the 120th day and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public disclosure of the date of the annual meeting was made and (ii) in the case of a special meeting, not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public disclosure of the date of the special meeting was made. Pursuant to our Operating Agreement, any shareholder who intends to solicit proxies in support of any director nominees must comply with the content requirements of Rule 14a-19 of the Exchange Act at the time such shareholder complies with the earlier deadlines in the advance notice provisions of the Operating Agreement.

Duties of Officers and Directors

Our Operating Agreement provides that our business and affairs shall be managed under the direction of our board of directors, which shall have the power to appoint our officers. Our Operating

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Agreement further provides that the authority and function of our board of directors and officers shall be identical to the authority and functions of a board of directors and officers of a corporation organized under the DGCL, except as expressly modified by the terms of the Operating Agreement. Finally, our Operating Agreement provides that except as specifically provided therein, the fiduciary duties and obligations owed to our limited liability company and to our members shall be the same as the respective duties and obligations owed by officers and directors of a corporation organized under the DGCL to their corporation and stockholders, respectively.

However, there are certain provisions in our Operating Agreement that modify duties and obligations owed by our directors and officers from those required under the DGCL and provide for exculpation and indemnification of our officers and directors that differ from the DGCL. First, our Operating Agreement provides that to the fullest extent permitted by applicable law, our directors or officers will not be liable to us. In contrast, under the DGCL, a director or officer would be liable to us for (i) breach of the duty of loyalty to us or our shareholders, (ii) intentional misconduct or knowing violations of the law that are not done in good faith, (iii) improper redemption of shares or declaration of dividends, or (iv) a transaction from which the director derived an improper personal benefit.

Second, our Operating Agreement provides that we must indemnify our directors and officers for acts or omissions to the fullest extent permitted by law. In contrast, under the DGCL, a corporation can only indemnify directors and officers for acts or omissions if the director or officer acted in good faith, in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in a criminal action, if the officer or director had no reasonable cause to believe his or her conduct was unlawful.

Third, our Operating Agreement provides that in the event a potential conflict of interest exists or arises between any of our directors, officers, equity owners or their respective affiliates, including LandBridge Holdings, including Five Point and WaterBridge, on the one hand, and us, any of our subsidiaries or any of our public shareholders, on the other hand, a resolution or course of action by our board of directors shall be deemed approved by all of our shareholders, and shall not constitute a breach of the fiduciary duties of members of the board to us or our shareholders, if such resolution or course of action is (i) approved by a conflicts committee or other committee of our board of directors, as applicable, which is composed entirely of independent directors, (ii) approved by shareholders holding a majority of our common shares that are disinterested parties, (iii) determined by our board of directors to be on terms that, when taken together in their entirety, are no less favorable than those generally provided to or available from unrelated third parties or (iv) determined by our board of directors to be fair and reasonable to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us). In contrast, under the DGCL, a corporation is not permitted to automatically exempt board members from claims of breach of fiduciary duty under such circumstances.

Fourth, our Operating Agreement provides that, in our capacity as the managing member of OpCo, our board of directors may approve amendments to the OpCo LLC Agreement relating to the mechanics of a redemption of OpCo Units (together with the cancellation of a corresponding number of Class B shares) for Class A shares without any duty to us.

In addition, our Operating Agreement provides that all conflicts of interest described in this prospectus are deemed to have been specifically approved by all of our shareholders.

Election of Members of Our Board of Directors

Prior to the Trigger Event and beginning with our first annual meeting of shareholders following this offering, members of our board of directors will be elected by the holders of a majority of our

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issued and outstanding voting common shares entitled to vote generally thereon voting together as a single class. At the closing of this offering, our board of directors will initially consist of nine directors, serving as a single class and subject to re-election on an annual basis at each annual meeting of shareholders. After the Trigger Event, our board will be divided into three classes that are, as nearly as possible, of equal size. Each class of directors is elected for a three-year term of office, with the terms staggered so that the term of only one class of directors expires at each annual meeting; provided that LandBridge Holdings shall have the right to designate the initial class assigned to each director immediately following the occurrence of the Trigger Event. The initial terms of the Class I, Class I and Class III directors will expire at the first, second and third, respectively, annual meeting following the Trigger Event. After the Trigger Event, any vacancy on the board of directors may be filled by a majority of the directors then in office, even if less than a quorum, subject to the rights of holders of a series of our preferred shares, if applicable.

Removal of Members of Our Board of Directors

Prior to the Trigger Event, a director or the entire board of directors may be removed, with or without cause, at any time, by holders of a majority of the total combined voting power of all of our outstanding common shares then entitled to vote at an election of directors. After the Trigger Event, the affirmative vote of the holders of not less than two-thirds in voting power of all our then-outstanding common shares entitled to vote generally in the election of directors, voting together as a single class, shall be required to remove any or all of the directors from office, and such removal may only be for “cause.” After the Trigger Event, any vacancy in the board of directors caused by any such removal may only be filled by the affirmative vote of a majority of directors then in office. Prior to the Trigger Event, vacancies may also be filled by shareholders holding a majority of our then-outstanding common shares entitled to vote generally in the election of directors voting together as a single class.

Limited Liability

The Delaware LLC Act provides that a member who receives a distribution from a Delaware limited liability company and knew at the time of the distribution that the distribution was in violation of the Delaware LLC Act shall be liable to the company for the amount of the distribution for three years. Under the Delaware LLC Act, a limited liability company may not make a distribution to a member if, after the distribution, all liabilities of the company, other than liabilities to members on account of their shares and liabilities for which the recourse of creditors is limited to specific property of the company, would exceed the fair value of the assets of the company. For the purpose of determining the fair value of the assets of a company, the Delaware LLC Act provides that the fair value of property subject to liability for which recourse of creditors is limited shall be included in the assets of the company only to the extent that the fair value of that property exceeds the nonrecourse liability.

Our subsidiaries will initially conduct business only in the states of Texas and New Mexico. We may decide to conduct business in other states, and maintenance of limited liability for us, as a member of our operating subsidiaries, may require compliance with legal requirements in the jurisdictions in which the operating subsidiaries conduct business, including qualifying our subsidiaries to do business there. Limitations on the liability of shareholders for the obligations of a limited liability company have not been clearly established in certain jurisdictions. We will operate in a manner that our board of directors considers reasonable and necessary or appropriate to preserve the limited liability of our shareholders.

Forum Selection

Our Operating Agreement will provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the

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State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, in each case, subject to that court having personal jurisdiction over the indispensable parties named defendants therein) will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:

• any derivative action or proceeding brought on our behalf;

• any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, other employees or agents to us or our shareholders;

• any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the Delaware LLC Act or our Operating Agreement; or

• any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine.

Our Operating Agreement will also provide that, to the fullest extent permitted by applicable law, the federal district courts of the United States will be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. This provision would not apply to claims brought to enforce a duty or liability created by the Exchange Act, the Securities Act or any other claim for which the federal courts have exclusive jurisdiction. Our Operating Agreement will also provide that any person or entity purchasing or otherwise acquiring any interest in our shares will be deemed to have notice of, and to have consented to, these exclusive forum provisions. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our Operating Agreement inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our results of operations, cash flows and financial position.

Limitations on Liability and Indemnification of Directors and Officers

Our Operating Agreement provides that to the fullest extent permitted by applicable law, our directors or officers will not be liable to us. Our Operating Agreement also provides that we must indemnify our directors and officers for acts and omissions to the fullest extent permitted by law. We are also expressly authorized to advance certain expenses (including attorneys’ fees and disbursements and court costs) to our directors and officers and carry directors’ and officers’ insurance providing indemnification for our directors and officers for some liabilities.

Prior to the completion of this offering, we intend to enter into separate indemnification agreements with each of our directors and executive officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law against liabilities that may arise by reason of such director’s or executive officer’s service to us. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee, subject to certain exceptions. We intend to enter into indemnification agreements with our future directors.

We believe that these indemnification provisions, agreements and insurance are useful to attract and retain qualified directors and officers.

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Corporate Opportunity

Under our Operating Agreement, to the extent permitted by law:

• each Unrestricted Party has the right to, and have no duty to abstain from, exercising such right to, engage or invest in the same or similar business as us, do business with any of our clients, customers or vendors or employ or otherwise engage any of our officers, directors or employees;

• if any Unrestricted Party acquires knowledge of a potential business opportunity, transaction or other matter, they have no duty to offer or communicate such corporate opportunity to us, our shareholders or our affiliates;

• we have renounced any interest or expectancy in, or in being offered an opportunity to participate in, such corporate opportunities; and

• in the event that any of our directors and officers who is also a director, officer or employee of LandBridge Holdings or any its affiliates, including Five Point and WaterBridge, acquire knowledge of such a corporate opportunity or is offered such a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as our director or officer and such person acted in good faith, then such person is deemed to have fully satisfied such person’s fiduciary duty and is not liable to us if LandBridge Holdings or any its affiliates, including Five Point and WaterBridge, pursues or acquires the corporate opportunity or if such person did not present the corporate opportunity to us.

Our Operating Agreement will further provide that, at any time LandBridge Holdings beneficially owns less than 40% of our common shares, any amendment to or adoption of any provision inconsistent with our Operating Agreement’s provisions governing the renouncement of business opportunities must be approved by the affirmative vote of the holders of at least two-thirds of our then-outstanding common shares.

Shareholder’s Agreement

The foregoing is limited and subject to in all respects, the rights and obligations included in the Shareholder’s Agreement. For a discussion of the Shareholder’s Agreement, see “Certain Relationships and Related Party Transactions—Shareholder’s Agreement.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our Class A shares. Future sales of our Class A shares in the public market, or the availability of such Class A shares for sale in the public market, could adversely affect the market price of our Class A shares prevailing from time to time. As described below, only a limited number of Class A shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of a substantial number of our Class A shares in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price of our Class A shares at such time and our ability to raise equity-related capital at a time and price we deem appropriate.

Sales of Restricted Class A shares

Upon the closing of this offering, we will have outstanding an aggregate of      Class A shares. Of these Class A shares, all of the      Class A shares (or      Class A shares if the underwriters’ option to purchase additional Class A shares is exercised in full) to be sold in this offering, other than any Class A shares sold pursuant to the directed share program, which may be subject to the lock-up restrictions described under “Underwriting—Directed Share Program,” will be freely tradable without restriction or further registration under the Securities Act, unless the Class A shares are held or acquired by any of our “affiliates” as such term is defined in Rule 144 under the Securities Act. All remaining Class A shares held by our existing shareholders will be deemed “restricted securities” as such term is defined under Rule 144. The restricted securities were issued and sold by us in private transactions and are eligible for public sale only if registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below.

In addition, subject to certain limitations and exceptions, LandBridge Holdings will have the right, pursuant to the Redemption Right on a Quarterly Redemption Date, to cause OpCo to acquire all or a portion of its OpCo Units for Class A shares (on a one-for-one basis with the cancellation of a corresponding number of Class B shares, subject to applicable conversion rate adjustments). Upon consummation of this offering, LandBridge Holdings will hold      OpCo Units, all of which (together with the cancellation of a corresponding number of Class B shares) will be redeemable for      Class A shares. See “Certain Relationships and Related Party Transactions—OpCo LLC Agreement.” The Class A shares we issue upon such redemptions would be “restricted securities” as defined in Rule 144 described below. However, upon the closing of this offering, we intend to enter into a registration rights agreement with LandBridge Holdings that will require us to register under the Securities Act these Class A shares. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

As a result of the lock-up agreements described below and the provisions of Rule 144 and Rule 701 under the Securities Act, our Class A shares (excluding the Class A shares to be sold in this offering) that will be available for sale in the public market are as follows:

• no Class A shares will be eligible for sale on the date of this prospectus or prior to 180 days after the date of this prospectus; and

• Class A shares will be eligible for sale upon the expiration of the lock-up agreements,  % of which are Class A shares that may be issued in exchange for OpCo Units (together with the cancellation of a corresponding number Class B shares), beginning 180 days after the date of this prospectus when permitted under Rule 144 or Rule 701.

Lock-up Agreements

Subject to certain exceptions and under certain conditions, we, LandBridge Holdings and all of our officers and directors have agreed or will agree with the underwriters not to, directly or indirectly,

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offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or transfer, without the prior written consent of Goldman Sachs & Co. LLC and Barclays Capital Inc., any Class A shares or securities convertible into or exercisable or exchangeable for Class A shares, including OpCo Units and Class B shares, for a period of 180 days after the date of this prospectus. Please see the section titled “Underwriting” for a description of these lock-up provisions.

Rule 144

In general, under Rule 144 under the Securities Act as currently in effect, a person (or persons whose Class A shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those Class A shares, subject only to the availability of current public information about us. A non-affiliated person (who has been unaffiliated for at least the past three months) who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those Class A shares without regard to the provisions of Rule 144.

A person (or persons whose Class A shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of Class A shares that does not exceed the greater of one percent of the then outstanding Class A shares or the average weekly trading volume of our Class A shares reported through the NYSE during the four calendar weeks preceding the filing of notice of the sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

Rule 701

In general, under Rule 701 under the Securities Act, any of our employees, directors, officers, consultants or advisors who purchase or otherwise receive Class A shares from us in connection with a compensatory share or option plan or other written agreement before the effective date of this offering is entitled to sell such Class A shares 90 days after the effective date of this offering once we become subject to the reporting requirements of the Exchange Act in reliance on Rule 144, without having to comply with the holding period requirement of Rule 144 and, in the case of non-affiliates, without having to comply with the public information provisions of Rule 144. The SEC has indicated that Rule 701 will apply to typical share options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the Class A shares acquired upon exercise of such options, including exercises after the date of this prospectus.

Shares Issued Under Employee Plans

We intend to file a registration statement on Form S-8 under the Securities Act to register Class A shares issuable under our LTIP. The registration statement on Form S-8 is expected to be filed following the effective date of the registration statement of which this prospectus is a part and will be effective upon filing. Accordingly, Class A shares registered under such registration statement may be made available for sale in the open market following the effective date of such registration statement, unless such Class A shares are subject to vesting restrictions with us, Rule 144 restrictions applicable to our affiliates or the lock-up restrictions described elsewhere in this prospectus.

Additional Interests

Our Operating Agreement provides that we may issue an unlimited number of limited liability company interests of any type at any time without a vote of the shareholders, subject to the rules of the

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NYSE. Any issuance of additional Class A shares or other limited liability company interests would result in a corresponding decrease in the proportionate ownership interest in us represented by, and could adversely affect the cash distributions related to and market price of, Class A shares then outstanding. Please see “Our Operating Agreement—Anti-Takeover Effects of Delaware Law and Our Operating Agreement—Issuance of Additional Interests.”

Registration Rights

For a description of certain registration rights with respect to our Class A shares, see the information under the heading “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a summary of the material U.S. federal income tax considerations related to the purchase, ownership and disposition of our Class A shares by a non-U.S. holder (as defined herein), that holds our Class A shares as a “capital asset” (generally property held for investment). This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative rulings and judicial decisions, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect. We cannot assure you that a change in law will not significantly alter the tax considerations that we describe in this summary. We have not sought any ruling from the Internal Revenue Services (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

This summary does not address all aspects of U.S. federal income taxation that may be relevant to non-U.S. holders in light of their personal circumstances. In addition, this summary does not address the Medicare tax on certain investment income, U.S. federal estate or gift tax laws, any state, local or non-U.S. tax laws or any tax treaties. This summary also does not address tax considerations applicable to investors that may be subject to special treatment under the U.S. federal income tax laws, such as:

• banks, insurance companies or other financial institutions;

• tax-exempt or governmental organizations;

• tax-qualified retirement plans;

• qualified foreign pension funds (or any entities all of the interests of which are held by a qualified foreign pension fund) or any other person that is subject to special rules or exemptions under the Foreign Investment in Real Property Tax Act;

• dealers in securities or foreign currencies;

• persons whose functional currency is not the U.S. dollar;

• “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

• traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;

• persons subject to the alternative minimum tax;

• entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes or holders of interests therein;

• persons deemed to sell our Class A shares under the constructive sale provisions of the Code;

• persons that acquired our Class A shares through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan;

• certain former citizens or long-term residents of the United States; and

• persons that hold our Class A shares as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction.

PROSPECTIVE INVESTORS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE,

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OWNERSHIP AND DISPOSITION OF OUR CLASS A SHARES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Non-U.S. Holder Defined

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of our Class A shares that is not for U.S. federal income tax purposes a partnership or any of the following:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust (i) whose administration is subject to the primary supervision of a U.S. court and which has one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (ii) which has made a valid election under applicable U.S. Treasury regulations to be treated as a United States person.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our Class A shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner, upon the activities of the partnership and upon certain determinations made at the partner level. Accordingly, we urge partners in partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) considering the purchase of our Class A shares to consult their tax advisors regarding the U.S. federal income tax considerations of the purchase, ownership and disposition of our Class A shares by such partnership.

LandBridge Company LLC U.S. Federal Income Taxation

Although we were formed as a limited liability company, we have elected to be taxed as a corporation for U.S. federal income tax purposes. Thus, we are generally obligated to pay U.S. federal income tax on our worldwide net taxable income.

Dividends and Other Distributions

As described in the section entitled “Dividend Policy,” we expect to make dividends to our Class A shareholders in amounts determined from time to time by our board of directors. In the event we distribute cash or other property to our Class A shareholders, such dividends will constitute “dividends” for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent such dividends exceed our current and accumulated earnings and profits, the dividends will be treated as a non-taxable return of capital to the extent of the non-U.S. holder’s tax basis in our Class A shares (and will reduce such tax basis) and thereafter as capital gain from the sale or exchange of such Class A shares. See “—Gain on Disposition of Class A Shares.”

Subject to the withholding requirements under FATCA (as defined herein) and with respect to effectively connected dividends, each of which is discussed below, any distribution made to a non-U.S. holder on our Class A shares generally will be subject to U.S. withholding tax at a rate of 30% of the

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gross amount of the distribution unless an applicable income tax treaty provides for a lower rate. To receive the benefit of a reduced treaty rate, a non-U.S. holder must provide the applicable withholding agent with an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) certifying qualification for the reduced rate.

Dividends paid to a non-U.S. holder that are effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, are treated as attributable to a permanent establishment maintained by the non-U.S. holder in the United States) generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons (as defined under the Code). Such effectively connected dividends will not be subject to U.S. withholding tax (including backup withholding described below) if the non-U.S. holder satisfies certain certification requirements by providing the applicable withholding agent with a properly executed IRS Form W-8ECI certifying eligibility for exemption. If the non-U.S. holder is a corporation for U.S. federal income tax purposes, it may also be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), which will include effectively connected dividends.

Gain on Disposition of Class A Shares

Subject to the discussion below under “—Backup Withholding and Information Reporting,” a non-U.S. holder generally will not be subject to U.S. federal income tax or withholding on any gain realized upon the sale or other disposition of our Class A shares unless:

• the non-U.S. holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met;

• the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States); or

• our Class A shares constitute a United States real property interest in the event that we are or become a United States real property holding corporation (“USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the non-U.S. holder’s holding period for the Class A shares and as a result such gain is treated as effectively connected with a trade or business conducted by the non-U.S. holder in the United States.

A non-U.S. holder described in the first bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty) on the amount of such gain, which generally may be offset by U.S. source capital losses provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

A non-U.S. holder whose gain is described in the second bullet point above or, subject to the exceptions described in the next paragraph, the third bullet point above generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons (as defined under the Code) unless an applicable income tax treaty provides otherwise. If the non-U.S. holder is a corporation for U.S. federal income tax purposes whose gain is described in the second bullet point above, then such gain would also be included in its effectively connected earnings and profits (as adjusted for certain items), which may be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty).

With respect to the third bullet point above, generally, a corporation is a USRPHC if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair

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market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe that we currently are, and expect to remain for the foreseeable future, a USRPHC for U.S. federal income tax purposes. However, provided that our common shares are and continue to be “regularly traded on an established securities market” (within the meaning of the U.S. Treasury regulations), only a Non-U.S. Holder that actually or constructively owns, or owned at any time during the shorter of the five year period ending on the date of the disposition or the Non-U.S. Holder’s holding period for the common shares, more than 5% of our common shares will be treated as disposing of a U.S. real property interest and will be taxable on gain realized on the disposition of our common shares at the regular graduated rates as a result of our status as a USRPHC. If our common shares were not considered to be regularly traded on an established securities market, such holder (regardless of the percentage of shares owned) would be treated as disposing of a U.S. real property interest and would be subject to U.S. federal income tax on a taxable disposition of our common shares in the manner generally applicable to United States persons, and a 15% withholding tax would apply to the gross proceeds from such disposition. NON-U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE FOREGOING RULES TO THEIR OWNERSHIP AND DISPOSITION OF OUR CLASS A SHARES.

Backup Withholding and Information Reporting

Any dividends paid to a non-U.S. holder must be reported annually to the IRS and to the non-U.S. holder. Copies of these information returns may be made available to the tax authorities in the country in which the non-U.S. holder resides or is established. Payments of dividends to a non-U.S. holder generally will not be subject to backup withholding if the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form).

Payments of the proceeds from a sale or other disposition by a non-U.S. holder of our Class A shares effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) and certain other conditions are met. Information reporting and backup withholding generally will not apply to any payment of the proceeds from a sale or other disposition of our Class A shares effected outside the United States by a non-U.S. office of a broker. However, unless such broker has documentary evidence in its records that the non-U.S. holder is not a United States person and certain other conditions are met, or the non-U.S. holder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the disposition of our Class A shares effected outside the United States by such a broker if it has certain relationships within the United States.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.

Additional Withholding Requirements under FATCA

Sections 1471 through 1474 of the Code, and the U.S. Treasury regulations and administrative guidance issued thereunder (“FATCA”), impose a 30% withholding tax on any dividends paid on our Class A shares and, subject to the U.S. Treasury regulations discussed below, on proceeds from sales or other dispositions of our common shares, if paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code) (including, in some cases, when such foreign financial institution or non-financial foreign entity is acting as an intermediary), unless (i) in the case of a foreign

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financial institution, such institution enters into an agreement with the U.S. government to withhold on certain payments, and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are non-U.S. entities with U.S. owners); (ii) in the case of a non-financial foreign entity, such entity certifies that it does not have any “substantial United States owners” (as defined in the Code) or provides the applicable withholding agent with a certification identifying the direct and indirect substantial United States owners of the entity (in either case, generally on an IRS Form W-8BEN-E); or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules and provides appropriate documentation (such as an IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing these rules may be subject to different rules. Under certain circumstances, a holder might be eligible for refunds or credits of such taxes. While gross proceeds from a sale or other disposition of our common shares paid after January 1, 2019, would have originally been subject to withholding under FATCA, U.S. Treasury regulations provide that such payments of gross proceeds do not constitute withholdable payments. Non-U.S. holders are encouraged to consult their own tax advisors regarding the effects of FATCA on an investment in our Class A shares.

INVESTORS CONSIDERING THE PURCHASE OF OUR CLASS A SHARES ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE APPLICABILITY AND EFFECT OF U.S. FEDERAL ESTATE AND GIFT TAX LAWS AND ANY STATE, LOCAL OR NON-U.S. TAX LAWS AND TAX TREATIES.

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the acquisition and holding of our Class A shares by employee benefit plans that are subject to Title I of ERISA, plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA), non-U.S. plans (as described in Section 4(b)(4) of ERISA) or other plans that are not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), and entities whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”).

This summary is based on the provisions of ERISA and the Code (and related regulations and administrative and judicial interpretations) as of the date of this prospectus. This summary does not purport to be complete, and no assurance can be given that future legislation, court decisions, regulations, rulings or pronouncements will not significantly modify the requirements summarized below. Any of these changes may be retroactive and may thereby apply to transactions entered into prior to the date of their enactment or release. This discussion is general in nature and is not intended to be all inclusive, nor should it be construed as investment or legal advice.

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of an ERISA Plan or the management or disposition of the assets of an ERISA Plan, or who renders investment advice for a fee or other compensation to an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in our Class A shares with a portion of the assets of any Plan, a fiduciary should consider the Plan’s particular circumstances and all of the facts and circumstances of the investment and determine whether the acquisition and holding of such Class A shares is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code, or any Similar Law relating to the fiduciary’s duties to the Plan, including, without limitation:

• whether the investment is prudent under Section 404(a)(1)(B) of ERISA and any other applicable Similar Laws;

• whether, in making the investment, the ERISA Plan will satisfy the diversification requirements of Section 404(a)(1)(C) of ERISA and any other applicable Similar Laws;

• whether the investment is permitted under the terms of the applicable documents governing the Plan;

• whether in the future there may be no market in which to sell or otherwise dispose of the Class A shares;

• whether the acquisition or holding of such Class A shares will constitute a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code (please see discussion under “—Prohibited Transaction Issues” below); and

• whether the Plan will be considered to hold, as plan assets, (i) only such Class A shares or (ii) an undivided interest in our underlying assets (please see the discussion under “—Plan Asset Issues” below).

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Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of our Class A shares by an ERISA Plan with respect to which the issuer, the initial purchaser, or a guarantor is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption.

Because of the foregoing, our Class A shares should not be acquired or held by any person investing “plan assets” of any Plan, unless such acquisition and holding will not constitute a non-exempt prohibited transaction under ERISA and the Code or a similar violation of any applicable Similar Laws.

Plan Asset Issues

Additionally, a fiduciary of a Plan should consider whether the Plan will, by investing in our Class A shares, be deemed to own an undivided interest in our assets, with the result that we would become a fiduciary of the Plan and our operations would be subject to the regulatory restrictions of ERISA, including its prohibited transaction rules, as well as the prohibited transaction rules of the Code and any other applicable Similar Laws.

The Department of Labor (the “DOL”) regulations provide guidance with respect to whether the assets of an entity in which ERISA Plans acquire equity interests would be deemed “plan assets” under some circumstances. Under these regulations, an entity’s assets generally would not be considered to be “plan assets” if, among other things:

(a) the equity interests acquired by ERISA Plans are “publicly offered securities” (as defined in the DOL regulations)-i.e., the equity interests are part of a class of securities that is widely held by 100 or more investors independent of the issuer and each other, are “freely transferable” (as defined in the DOL regulations), and are either registered under certain provisions of the federal securities laws or sold to the ERISA Plan as part of a public offering under certain conditions;

(b) the entity is an “operating company” (as defined in the DOL regulations) i.e., it is primarily engaged in the production or sale of a product or service, other than the investment of capital, either directly or through a majority-owned subsidiary or subsidiaries; or

(c) there is no significant investment by benefit plan investors, which is defined to mean that immediately after the most recent acquisition by an ERISA Plan of any equity interest in the entity, less than 25% of the total value of each class of equity interest (disregarding certain interests held by persons (other than benefit plan investors) with discretionary authority or control over the assets of the entity or who provide investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates thereof) is held by ERISA Plans, individual retirement accounts and certain other Plans (but not including governmental plans, foreign plans and certain church plans), and entities whose underlying assets are deemed to include plan assets by reason of a Plan’s investment in the entity.

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Due to the complexity of these rules and the excise taxes, penalties and liabilities that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering acquiring and/or holding our Class A shares on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the acquisition and holding of such Class A shares. Purchasers of our Class A shares have the exclusive responsibility for ensuring that their acquisition and holding of such Class A shares complies with the fiduciary responsibility rules of ERISA and does not violate the prohibited transaction rules of ERISA, the Code or applicable Similar Laws. The sale of our Class A shares to a Plan is in no respect a representation by us or any of our respective affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by any such Plan or that such investment is appropriate for any such Plan.

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UNDERWRITING

The Company and Goldman Sachs & Co. LLC and Barclays Capital Inc., as the representatives of the underwriters named below, have entered into an underwriting agreement with respect to the Class A shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of Class A shares indicated in the following table.

Underwriters	Number of Class A Shares
Goldman Sachs & Co. LLC
Barclays Capital Inc.
Wells Fargo Securities, LLC
Citigroup Global Markets Inc.
Raymond James & Associates, Inc.
Piper Sandler & Co.
Janney Montgomery Scott LLC
Johnson Rice & Company L.L.C
PEP Advisory LLC.
TCBI Securities, Inc.
Roberts & Ryan, Inc.
Total

The underwriters are committed to purchase and pay for all of the Class A shares being offered, if any are purchased, other than the Class A shares covered by the option described below unless and until this option is exercised. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

The underwriters have an option to buy up to an additional    Class A shares from the Company to cover sales by the underwriters of a greater number of Class A shares than the total number set forth in the table above. They may exercise that option for 30 days after the date of the underwriting agreement. If any Class A shares are purchased pursuant to this option, the underwriters will severally purchase Class A shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts to be paid to the underwriters by the Company. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase    additional Class A shares.

Paid by the Company

	No Exercise		Full Exercise
Per Class A share	$		$
Total	$		$

Class A shares sold by the underwriters to the public will initially be offered at the public offering price set forth on the cover of this prospectus. Any Class A shares sold by the underwriters to securities dealers may be sold at a discount of up to $    per share from the public offering price. After the initial offering of the Class A shares, the underwriters may change the offering price and the other selling terms. The offering of the Class A shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

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In connection with this offering, the Company and its officers, directors, and LandBridge Holdings have agreed with the underwriters, subject to certain exceptions, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or transfer any of their Class A shares or securities convertible into or exchangeable for Class A shares during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives. This agreement does not apply to any existing employee benefit plans. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

The representatives, in their sole discretion and subject to applicable requirements, may release the Class A shares and other securities subject to the lock-up agreements described above in whole or in part at any time. When determining whether or not to release the Class A shares and other securities from lock-up agreements, the representatives will consider, among other factors, the holder’s reasons for requesting the release and the number of Class A shares or other securities for which the release is being requested.

Prior to the offering, there has been no public market for the Class A shares. The public offering price has been negotiated among the Company and the representatives. Among the factors to be considered in determining the public offering price of the Class A shares, in addition to prevailing market conditions, will be the Company’s historical performance, estimates of the business potential and earnings prospects of the Company, an assessment of the Company’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We have applied to list the Class A shares on the NYSE under the symbol “LB.” In order to meet one of the requirements for listing the Class A shares on the NYSE, the underwriters will undertake to sell lots of 100 or more Class A shares to a minimum of 400 beneficial holders.

We estimate that the total expenses of the offering, excluding underwriting discounts, will be approximately $    . We have also agreed to reimburse the underwriters for certain of their expenses as set forth in the underwriting agreement.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage, financing and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for us and for our affiliates in the ordinary course of business for which they have received and would receive customary fees and expenses. In particular, affiliates of Goldman Sachs & Co. LLC, Barclays Capital Inc., Wells Fargo Securities, LLC and TCBI Securities, Inc. are lenders under our credit facility.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans and credit default swaps) for their own account and for the accounts of their customers, and such investments and securities activities may involve securities and/or instruments of the Company. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

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In connection with the offering the underwriters may engage in stabilizing transactions, short sales transactions, syndicate covering transactions, penalty bids and passive market making in accordance with Regulation M under the Exchange Act.

• Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

• Short sales involve sales by the underwriters of Class A shares in excess of the number of Class A shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the short position is not greater than the number of Class A shares that they may purchase in their option to purchase additional Class A shares. In a naked short position, the short position is greater than the number of Class A shares in their option to purchase additional Class A shares. The underwriters may close out any covered short position by either exercising their option to purchase additional Class A shares and/or purchasing Class A shares in the open market.

• Syndicate covering transactions involve purchases of Class A shares in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of Class A shares to close out the short position, the underwriters will consider, among other things, the price of Class A shares available for purchase in the open market as compared to the price at which they may purchase Class A shares through the option to purchase additional Class A shares. If the underwriters sell more Class A shares than could be covered by the option to purchase additional Class A shares, a naked short position, the position can only be closed out by buying Class A shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the Class A shares in the open market after pricing that could adversely affect investors who purchase in the offering.

• Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the Class A shares originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

• In passive market making, market makers in the Class A shares who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of Class A shares until the time, if any, at which a stabilizing bid is made.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of the Class A shares or preventing or retarding a decline in the market price of the Class A shares. As a result, the price of the Class A shares may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters and one or more of the underwriters participating in this offering may distribute prospectuses electronically.

Directed Share Program

At our request, the underwriters have reserved up to 5% of the Class A shares being offered by this prospectus for sale at the initial public offering price to our directors, officers, employees and other individuals associated with us and members of their families. The sales will be made by Raymond James & Associates, Inc., an underwriter of this offering, through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved Class A shares, but

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any purchases they do make will reduce the number of Class A shares available to the general public. Any reserved Class A shares not so purchased will be offered by the underwriters to the general public on the same terms as the other Class A shares. Participants in the directed share program shall be subject to a   -day lock-up with respect to any Class A shares sold to them pursuant to that program. This lock-up will have similar restrictions and extension provision to the lock-up agreements described above. Any Class A shares sold in the directed share program to our directors or officers shall be subject to the lock-up agreements described above. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sales of Class A shares reserved for the directed share program.

Other than the underwriting discounts described on the cover page of this prospectus, the underwriters will not be entitled to any commissions with respect to shares of the Class A shares sold pursuant to the directed share program.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area (each a “Relevant State”), no Class A shares (have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the Class A shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation), except that offers of Class A shares may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

(a) to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the Representatives for any such offer; or

(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of Class A shares shall require the Company or any Representative to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to any Class A shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any Class A shares to be offered so as to enable an investor to decide to purchase or subscribe for any Class A shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

United Kingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”)) received by it in connection with the issue or sale of the Class A shares in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and

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(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Class A shares in, from or otherwise involving the United Kingdom.

Canada

The Class A shares may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the Class A shares must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

The Class A shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the Class A shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Class A shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Class A shares may not be circulated or distributed, nor may the Class A shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in

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Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the Class A shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Class A shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”)

Where the Class A shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Class A shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

The Class A shares have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The Class A shares may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Switzerland

We have not and will not register with the Swiss Financial Market Supervisory Authority (“FINMA”) as a foreign collective investment scheme pursuant to Article 119 of the Federal Act on Collective Investment Scheme of 23 June 2006, as amended (“CISA”), and accordingly the Class A shares being offered pursuant to this prospectus have not and will not be approved, and may not be licenseable, with FINMA. Therefore, the Class A shares have not been authorized for distribution by FINMA as a foreign collective investment scheme pursuant to Article 119 CISA and the Class A shares offered hereby may not be offered to the public (as this term is defined in Article 3 CISA) in or from Switzerland. The Class A shares may solely be offered to “qualified investors,” as this term is defined in Article 10 CISA, and in the circumstances set out in Article 3 of the Ordinance on Collective Investment Scheme of 22 November 2006, as amended (“CISO”), such that there is no public offer.

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Investors, however, do not benefit from protection under CISA or CISO or supervision by FINMA. This prospectus and any other materials relating to the Class A shares are strictly personal and confidential to each offeree and do not constitute an offer to any other person. This prospectus may only be used by those qualified investors to whom it has been handed out in connection with the offer described herein and may neither directly or indirectly be distributed or made available to any person or entity other than its recipients. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in Switzerland or from Switzerland. This prospectus does not constitute an issue prospectus as that term is understood pursuant to Article 652a and/or 1156 of the Swiss Federal Code of Obligations. We have not applied for a listing of the Class A shares on the SIX Swiss Exchange or any other regulated securities market in Switzerland, and consequently, the information presented in this prospectus does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange.

Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (the “DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The Class A shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Class A shares offered should conduct their own due diligence on the Class A shares. If you do not understand the contents of this prospectus, you should consult an authorized financial advisor.

Australia

No placement document, prospectus, product disclosure statement, or other disclosure document has been lodged with the Australian Securities and Investments Commission in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement, or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement, or other disclosure document under the Corporations Act.

Any offer in Australia of the Class A shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the Class A shares without disclosure to investors under Chapter 6D of the Corporations Act.

The Class A shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring Class A shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any

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securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives, and circumstances, and, if necessary, seek expert advice on those matters.

Bermuda

The Class A shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which regulates the sale of securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under applicable Bermuda legislation.

Brazil

The offer and sale of the Class A shares have not been and will not be registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários, or “CVM”) and, therefore, will not be carried out by any means that would constitute a public offering in Brazil under CVM Resolution no 160, dated July 13, 2022, as amended (“cvm resolution 160”) or unauthorized distribution under Brazilian laws and regulations. The Class A shares only be offered to Brazilian professional investors (as defined by applicable CVM regulation), who may only acquire the securities through a Non-Brazilian account, with settlement outside Brazil in non-Brazilian currency. the trading of these securities on regulated securities markets in Brazil is prohibited.

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LEGAL MATTERS

The validity of our Class A shares offered by this prospectus will be passed upon for us by Vinson & Elkins L.L.P., Houston, Texas. Certain legal matters in connection with this offering will be passed upon for the underwriters by Gibson, Dunn & Crutcher LLP, Houston, Texas.

EXPERTS

The consolidated financial statements of DBR Land Holdings LLC as of and for the years ended December 31, 2023 and 2022, included in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm, given their authority as experts in accounting and auditing.

The balance sheet of LandBridge Company LLC as of December 31, 2023, included in this prospectus and registration statement, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such balance sheet is included in reliance upon the report of such firm, given their authority as experts in accounting and auditing.

The financial statements of East Stateline Ranch as of and for the years ended December 31, 2023 and 2022, included in this prospectus, have been audited by Weaver and Tidwell, LLP, independent auditors, as stated in their report. Such financial statements are included in reliance upon the report of such firm, given their authority as experts in accounting and auditing.

Estimates of our reserves and related future net revenues related to our properties as of December 31, 2023 and 2022 included herein and elsewhere in the registration statement of which this prospectus forms a part were based upon reserve reports prepared by our independent petroleum engineers, W.D. Von Gonten & Co. We have included these estimates in reliance on the authority of such firm as an expert in such matters.

Information related to well locations as of April 30, 2024, included in this prospectus has been prepared by Netherland, Sewell & Associates, Inc. We have included this information in reliance on the authority of such firm as an expert in such matter.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 (including the exhibits, schedules and amendments thereto) under the Securities Act, with respect to our Class A shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the Class A shares offered hereby, we refer you to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus as to the contents of any contract, agreement or other document are summaries of the material terms of such contract, agreement or other document and are not necessarily complete. With respect to each of these contracts, agreements or other documents filed as an exhibit to the registration statement, reference is made to the exhibits for a more complete description of the matter involved. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the SEC’s website is www.sec.gov. A copy of the registration statement, of which this prospectus forms a part, and the exhibits and schedules thereto may be downloaded from the SEC’s website.

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As a result of this offering, we will become subject to full information reporting requirements of the Exchange Act and will file with or furnish to the SEC periodic reports and other information. We intend to furnish our shareholders with annual reports containing our audited financial statements prepared in accordance with GAAP and certified by an independent public accounting firm. We also intend to furnish or make available to our shareholders quarterly reports containing our unaudited interim financial information, for the first three fiscal quarters of each fiscal year. Our website is located at www.landbridgeco.com. Following the completion of this offering, we intend to make our periodic reports and other information filed with or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information contained on our website or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this prospectus or the registration statement of which this prospectus forms a part.

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GLOSSARY OF CERTAIN INDUSTRY TERMS

AMI. Area of mutual interests.

Bbl. One barrel of volume used for measuring oil.

BLM. Bureau of Land Management.

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.

Bpd. Barrels per calendar day.

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

CAGR. Compound annual growth.

Caliche. A crust of coarse sediment or weathered soil in calcium carbonate. It forms when lime-rich groundwater rises to the surface by capillary action and evaporates into a crumbly-like powder, forming a tough, indurated sheet called calcrete.

Completion. Installation of permanent equipment for production of natural gas, NGLs or oil or, in the case of a dry well, to reporting to the appropriate authority that the well has been abandoned.

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.

DBR Solar. DBR Solar LLC, a Delaware limited liability company.

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

Desert Environmental. Desert Environmental LLC, a Delaware limited liability company.

Developed Reserves. Reserves that can be expected to be recovered through existing wells with existing equipment or operating methods.

Development Well. A well drilled within the proved area of a crude oil, NGL or natural gas reservoir to the depth of a stratigraphic horizon (rock layer or formation) known to be productive for the purpose of extracting proved crude oil, NGL or natural gas reserves.

E&P. Exploration and production.

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

EIA. Energy Information Administration, as independent agency withing the United States Department of Energy that develops, surveys, collects energy data and analyzes and models energy issues.

ERISA. The Employee Retirement Income Security Act of 1974, as amended.

A-1

ESG. Environmental, social and governance.

Extension Well. A well drilled on the edge of an existing field that may extend the known area of such field.

Five Point. Five Point Energy LLC, a Delaware limited liability company.

Frac Sand. A proppant used in the completion and re-completion of unconventional oil and natural gas wells to stimulate and maintain oil and natural gas exploration and production through the process of hydraulic fracturing.

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

GHG. Greenhouse gas.

GW. Gigawatt, or one billion watts of electric capacity.

Henry Hub. A natural gas pipeline located in Erath, Louisiana that serves as the official delivery location for futures contracts on the NYMEX. The settlement prices at the Henry Hub are used as benchmarks for the entire North American natural gas market.

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

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

MBbls. One thousand barrels of crude oil, condensate or NGLs.

MBbl/d. One MBbbl 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.

MMBtu. One million British thermal units.

MMcf. One million cubic feet of natural gas.

NDB LLC. WaterBridge NDB LLC, a Delaware limited liability company.

Net Mineral Acre. The total gross acres in which an owner owns a Mineral Interest or a Royalty. For example, an owner who owns a 25%, or 1/4th, Royalty in 100 acres has 100 Net Mineral Acres

Net Revenue Interest. The net royalty, overriding royalty, production payment and net profits interests in a particular tract or oil and natural gas well.

Net Royalty Acre (1/8 Basis). Mineral ownership standardized to a 12.5%, or 1/8^th, Royalty based on the actual number of Net Mineral Acres in which such owner has an interest. For example, an owner who has a 25%, or 1/4th, Royalty in 100 Net Mineral Acres would hypothetically own 200 Net Royalty Acres on a 1/8th basis (100 multiplied by 25% divided by 12.5%)..

A-2

Net Royalty Acre (Actual 100% Basis). Mineral ownership standardized to a 100% Royalty based on the actual number of Net Mineral Acres in which such owner has an interest. For example, an owner who has a 25%, or 1/4th, Royalty in 100 Net Mineral Acres would hypothetically own 25 Net Royalty Acres on an actual or a 100% basis (100 multiplied by 25%).

NGL. Natural gas liquid.

Northern Delaware Basin. Eddy County, New Mexico, Lea County, New Mexico and Loving County, Texas, collectively.

NSAI. Netherland, Sewell & Associates, Inc., an independent petroleum engineering firm.

NYMEX. The New York Mercantile Exchange.

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.

Pecos Renewables. Pecos Renewables LLC, a Delaware limited liability company.

Permian Basin. A large sedimentary basin located in West Texas and southeastern New Mexico.

Plugging. The sealing off of fluids in the strata penetrated by an oil and natural gas well so that the fluids from one strata will not escape into another or to the surface. State regulations require generally plugging abandoned of wells.

PUD. Proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Undrilled locations can be classified as having PUDs only if a development plan has been adopted indicating that such locations are scheduled to be drilled within five years, unless specific circumstances justify a longer time.

Produced Water. Water that comes out of an oil and natural gas well with the crude oil during crude oil production.

Produced Water Handling Facilities. Facilities employed for the treatment, handling and disposal of salt water produced with oil and natural gas into an underground formation.

Proved Reserves. The estimated quantities of crude oil, natural gas, and NGLs which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made. Prices include consideration of changes in existing prices provided by contractual arrangements.

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

Royalty. An interest in an oil and natural gas lease that gives the owner the right to receive a portion of the production from the leased acreage (or of the proceeds from the sale thereof), but does not require the owner to pay any portion of the production or development costs on the leased acreage. Royalties may be either landowner’s royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in connection with a transfer to a subsequent owner.

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Sand Mine. An area of land from which sand is being mined.

Sequestration. A technique for the permanent storage of carbon dioxide or other active compounds so they will not be released into the atmosphere.

Spot Market Price. The cash market price without reduction for expected quality, transportation and demand adjustments.

Undeveloped Reserves. Reserves that are expected to be recovered from new wells on undrilled acreage, from deepening existing wells to a different reservoir or where a relatively large expenditure is required to re-complete an existing well. While not using these same terms, all agencies generally recognize that new capital is required to bring undeveloped reserves to developed status.

Unproved Reserves. Reserves that are based on geoscience and/or engineering data similar to that used in estimates of proved reserves, but technical or other uncertainties preclude such reserves being classified as proved reserves. Unproved reserves may be further categorized as probable reserves and possible reserves.

WaterBridge. Collectively, WaterBridge NDB and WaterBridge Operating and their respective subsidiaries.

WaterBridge NDB. WaterBridge NDB Operating LLC, a Delaware limited liability company.

WaterBridge Operating. WaterBridge Operating LLC, a Delaware limited liability company.

Weighted Average Royalty Interest. An expression of our average royalty interest weighted on an acreage basis and calculated by summing the products of net mineral acres and royalty percentage, divided by the total net royalty acres.

Working Interests. The right granted to the lessee of a property to develop, produce and own natural gas, NGLs, oil or other minerals. The working interest owners bear the exploration, development and operating costs on either a cash, penalty or carried basis.

WTI. West Texas intermediate.

A-4

INDEX TO FINANCIAL STATEMENTS

LandBridge Company LLC
Balance Sheet
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 34)	F-3
Balance Sheet as of December 31, 2023	F-4
Notes to the Balance Sheet	F-5
Unaudited Balance Sheet
Unaudited Balance Sheet as of March 31, 2024	F-6
Notes to the Unaudited Balance Sheet	F-7
Unaudited Pro Forma Condensed Consolidated Financial Statements
Introduction	F-8
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2024	F-10
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2024	F-11
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2023	F-12
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements	F-13
DBR Land Holdings LLC
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 34)	F-18
Consolidated Balance Sheets as of December 31, 2023 and 2022	F-19
Consolidated Statements of Operations for the Years Ended December  31, 2023 and 2022	F-20
Consolidated Statements of Changes in Member’s Equity for the Years Ended December 31, 2023 and 2022	F-21
Consolidated Statements of Cash Flows for the Years Ended December  31, 2023 and 2022	F-22
Notes to the Consolidated Financial Statements	F-23
Unaudited Consolidated Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	F-47
Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023	F-48
Unaudited Condensed Consolidated Statements of Changes in Member’s Equity for the Three Months Ended March 31, 2024 and 2023	F-49
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	F-50
Notes to the Unaudited Condensed Consolidated Financial Statements	F-51
East Stateline Ranch
Report of Independent Auditor (PCAOB ID Number 410)	F-61
Financial Statements:
Balance Sheets as of December 31, 2023 and December 31, 2022	F-63
Statements of Operations for the Years Ended December 31, 2023 and 2022	F-64
Statements of Changes of Net Investment as of January 1, 2022, December 31, 2022 and December 31, 2023	F-65
Statements of Cash Flows for the Years Ended December  31, 2023 and 2022	F-66
Notes to Financial Statements	F-67

F-1

Unaudited Condensed Financial Statements:
Unaudited Condensed Balance Sheets as of March  31, 2024 and December 31, 2023	F-73
Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2024 and 2023	F-74
Unaudited Condensed Statements of Changes of Net Investment as of January 1, 2023, March 31, 2024, January 1, 2024 and March 31, 2024	F-75
Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	F-76
Unaudited Condensed Notes to Unaudited Condensed Financial Statements	F-77

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Managers of LandBridge Company LLC

Opinion on the Financial Statement

We have audited the accompanying consolidated balance sheet of LandBridge Company LLC (the “Company”) as of December 31, 2023 and the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit of the financial statement provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Houston, TX

May 6, 2024

We have served as the Company’s auditor since 2023.

F-3

LandBridge Company LLC

Balance Sheet

(In dollars)

	December 31, 2023
Assets:
Total assets	$	—
Liabilities and member’s equity
Total liabilities	$	—
Commitments and contingencies		—
Member’s equity:
Deemed non-cash parent contribution	$	(1,000	)
Member’s interest		1,000
Total member’s equity		—
Total liabilities and member’s equity	$	—

F-4

LandBridge Company LLC

Notes to the Balance Sheet

December 31, 2023

1. Organization

LandBridge Company LLC (the “Company,” “we,” “our” and “us”) was formed on September 27, 2023 as a Delaware limited liability company. WaterBridge NDB LLC (the “Sole Member”) is the sole member of the Company. The Company is governed by a Limited Liability Company Agreement, dated September 27, 2023 (the “LLC Agreement”).

The Company was formed to serve as the issuer of an initial public offering of equity (“IPO”). Concurrent with the completion of the IPO, the Company will serve as the new parent holding company of DBR Land Holdings LLC, a Delaware limited liability company.

2. Summary of Significant Accounting Policies

The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Separate Statements of Operations, Changes in Member’s Equity and Cash Flows have not been presented because we did not have any business transactions or activities since inception as of September 27, 2023 through December 31, 2023, except for our initial capitalization. In this regard, we have determined that general and administrative costs associated with the formation and daily management of the Company are insignificant.

The Company has elected to be treated as a corporation for U.S. federal income tax purposes and is subject to U.S. federal and state income taxes. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for the taxing jurisdiction in which we operate for the year in which those temporary differences are expected to be recovered or settled. As of December 31, 2023, there are no income tax related balances reflected in our balance sheet.

All dollar amounts in the balance sheet and in the notes are stated in dollars unless otherwise indicated.

3. Member’s Equity

As provided for in the LLC Agreement, the Sole Member holds 100% of the limited liability company interests of the Company. The Sole Member’s limited liability company interests are generally consistent with ordinary equity ownership interests. The Company was capitalized with a deemed non-cash contribution of $1,000 from the Sole Member on September 27, 2023.

Distributions (including liquidating distributions) are to be made to the Sole Member at a time to be determined by the board of managers. There are no restrictions on distributions. The Sole Member’s equity account will be adjusted for distributions paid to, and additional capital contributions that are made by the Sole Member. All revenues, costs and expenses of the Company are allocated to the Sole Member in accordance with the LLC Agreement.

4. Commitments and Contingencies

In the ordinary course of business, the Company may be subject to various legal, regulatory and/or other administrative proceedings. There are currently no such proceedings to which the Company is a party.

5. Subsequent Events

No events have occurred subsequent to December 31, 2023 through May 6, 2024, which is the date the financial statement was available to be issued, that would require disclosure.

F-5

LandBridge Company LLC

Unaudited Balance Sheet

(In dollars)

	March 31, 2024
Assets:
Total assets	$	—
Liabilities and member’s equity
Total liabilities	$	—
Commitments and contingencies		—
Member’s equity:
Deemed non-cash parent contribution	$	(1,000	)
Member’s interest		1,000
Total member’s equity		—
Total liabilities and member’s equity	$	—

F-6

LandBridge Company LLC

Notes to Unaudited Balance Sheet

March 31, 2024

1. Organization

LandBridge Company LLC (the “Company,” “we,” “our” and “us”) was formed on September 27, 2023 as a Delaware limited liability company. WaterBridge NDB LLC (the “Sole Member”) is the sole member of the Company. The Company is governed by a Limited Liability Company Agreement, dated September 27, 2023 (the “LLC Agreement”).

The Company was formed to serve as the issuer of an initial public offering of equity (“IPO”). Concurrent with the completion of the IPO, the Company will serve as the new parent holding company of DBR Land Holdings LLC, a Delaware limited liability company.

2. Summary of Significant Accounting Policies

The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Separate Statements of Operations, Changes in Member’s Equity and Cash Flows have not been presented because we did not have any business transactions or activities since inception as of September 27, 2023 through March 31, 2024, except for our initial capitalization. In this regard, we have determined that general and administrative costs associated with the formation and daily management of the Company are insignificant.

The Company has elected to be treated as a corporation for U.S. federal income tax purposes and is subject to U.S. federal and state income taxes. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for the taxing jurisdiction in which we operate for the year in which those temporary differences are expected to be recovered or settled. As of March 31, 2024, there are no income tax related balances reflected in our balance sheet.

All dollar amounts in the balance sheet and in the notes are stated in dollars unless otherwise indicated.

3. Member’s Equity

As provided for in the LLC Agreement, the Sole Member holds 100% of the limited liability company interests of the Company. The Sole Member’s limited liability company interests are generally consistent with ordinary equity ownership interests. The Company was capitalized with a deemed non-cash contribution of $1,000 from the Sole Member on September 27, 2023.

Distributions (including liquidating distributions) are to be made to the Sole Member at a time to be determined by the board of managers. There are no restrictions on distributions. The Sole Member’s equity account will be adjusted for distributions paid to, and additional capital contributions that are made by the Sole Member. All revenues, costs and expenses of the Company are allocated to the Sole Member in accordance with the LLC Agreement.

4. Commitments and Contingencies

In the ordinary course of business, the Company may be subject to various legal, regulatory and/or other administrative proceedings. There are currently no such proceedings to which the Company is a party.

5. Subsequent Events

No events have occurred subsequent to March 31, 2024 through May 31, 2024, which is the date the financial statement was available to be issued, that would require disclosure.

F-7

LandBridge Company LLC

Unaudited Pro Forma Condensed Consolidated Financial Statements

Introduction

LandBridge Company LLC (the “Company”) was formed on September 27, 2023 by WaterBridge NDB LLC, and does not have historical financial operating results. For purposes of this prospectus, our accounting predecessor is DBR Land Holdings LLC, which was formed in September 2021.

The following unaudited pro forma condensed consolidated financial statements reflect the historical consolidated results of DBR Land Holdings LLC, on a pro forma basis to give effect to the following transactions (collectively, the “Transactions”), which are described in further detail below, as if they had occurred on March 31, 2024, for purposes of the unaudited pro forma balance sheet, and on January 1, 2023, for purposes of the unaudited pro forma statement of operations:

• the contemplated transactions described under “Corporate Reorganization” elsewhere in this prospectus;

• the initial public offering of Class A units and the use of the net proceeds therefrom as described in “Use of Proceeds” (the “Offering”). The net proceeds from the sale of the Class A units are expected to be $    million (based on an assumed initial offering price of $   , the midpoint of the range set forth on the cover of this prospectus), net of underwriting discounts of approximately $    million and other offering costs of $   million;

• a provision for corporate income taxes at an effective rate of   % for the year ended December 31, 2023, inclusive of all U.S. federal, state and local income taxes; and

• the acquisition of the East Stateline Ranch assets (“East Stateline Acquisition”) described under “Acquisitions” elsewhere in this prospectus.

The unaudited pro forma consolidated balance sheet of the Company is based on the historical consolidated balance sheet of DBR Land Holdings LLC as of March 31, 2024 and includes pro forma adjustments to give effect to the described Transactions as if they had occurred on March 31, 2024.

The unaudited pro forma consolidated statements of operations of the Company are based on the audited historical consolidated statement of operations of DBR Land Holdings LLC for the year ended December 31, 2023, and the unaudited historical consolidated statement of operations of DBR Land Holdings LLC for the three months ended March 31, 2024 having been adjusted to give effect to the described Transactions as if they occurred on January 1, 2023.

The unaudited pro forma consolidated financial statements have been prepared on the basis that the Company will be taxed as a corporation under the Internal Revenue Code of 1986, as amended, and as a result, will become a tax-paying entity subject to U.S. federal and state income taxes, and should be read in conjunction with “Corporate Reorganization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and with the audited historical consolidated financial statements and related notes of DBR Land Holdings LLC and the unaudited interim condensed consolidated statement of operations of DBR Land Holdings LLC, each included elsewhere in this prospectus.

The pro forma data presented reflect events directly attributable to the described Transactions and certain assumptions the Company believes are reasonable. The pro forma data are not necessarily indicative of financial results that would have been attained had the described Transactions occurred on the dates indicated above or which could be achieved in the future because they necessarily exclude various operating expenses, such as incremental general and administrative expenses associated with being a public company. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual adjustments may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for

F-8

presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated financial statements.

Accounting for the Acquisition

The acquisition purchase price allocation and related adjustments reflected in this unaudited pro forma consolidated financial information are preliminary and subject to revision based on final allocation of the fair value of the net assets after the date of this prospectus. See Note 1: Basis of Presentation below for more information.

The acquisition is subject to reclassification and transaction accounting adjustments that have not yet been finalized. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purposes of providing unaudited pro forma consolidated financial information in accordance with SEC rules including Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosure about Acquired and Disposed Businesses.” Differences between these preliminary estimates and the final reclassification and transaction accounting adjustments may be material.

F-9

LandBridge Company LLC

Unaudited Pro Forma Condensed Consolidated Balance Sheet

as of March 31, 2024

	Historical DBR Land Holdings LLC		Historical East Stateline Ranch		Transaction Accounting Adjustments			Pro Forma		Corporate Reorganization and Offering				Pro Forma As Adjusted
Current assets:
Cash and cash equivalents	$	8,892	$	—	$	(4,107	)(a)	$	4,785			(a	)	$
Accounts receivable, net		8,452		980		—			9,432
Related party receivable		1,347		131		—			1,478
Prepaid expenses and other current assets		685		—		—			685
Total current assets		19,376		1,111		(4,107	)		16,380
Non-current assets:
Property, plant and equipment, net of accumulated depreciation		256,612		11,195		322,523	(b)		590,330
Intangible assets, net		28,611		—		—			28,611
Deferred tax assets, net		—		—		—			—			(b	)
Other assets		5,758		—		393	(c)		6,151
Total non-current assets		290,981		11,195		322,916			625,092
Total assets	$	310,357	$	12,306	$	318,809		$	641,472	$				$
Liabilities and members’ equity
Current liabilities:
Accounts payable	$	545	$	5	$	—		$	550					$
Related party payable		433		—		—			433
Accrued liabilities		4,343		—		329	(d)		4,672
Current portion of long-term debt		20,245		—		15,000	(e)		35,245
Other current liabilities		1,218		—		—			1,218
Total current liabilities		26,784		5		15,329			42,118
Non-current Liabilities:
Long-term debt		118,452		—		241,781	(e)		360,233
Other long-term liabilities		2,788		—		—			2,788
Total non-current liabilities		121,240		—		241,781			363,021
Total liabilities		148,024		5		257,110			405,139
Commitments and contingencies		—		—		—			—
Members’ equity:
Member’s equity		162,333		12,301		61,699	(f)		236,333			(c	)
Class A members’ equity		—		—		—			—			(c	)
Class B member’s equity		—		—		—			—			(c	)
Total members’ equity		—		—		—			—
Non-controlling interest		—		—		—			—			(c	)(d)
Total liabilities and members’ equity	$	310,357	$	12,306	$	318,809		$	641,472	$				$

F-10

LandBridge Company LLC

Unaudited Pro Forma Condensed Consolidated Statement of Operations for

the three months ended March 31, 2024

	Historical DBR Land Holdings LLC			Historical East Stateline Ranch		Transaction Accounting Adjustments			Pro Forma Combined			Corporate Reorganization and Offering			Pro Forma LandBridge Company LLC
Revenues:
Oil and gas royalties	$	4,185		$	—	$	—		$	4,185		$			$
Resource sales		3,415			638		—			4,053
Resource sales - Related party		93			—		—			93
Easements and other surface-related revenues		4,754			2,624		—			7,378
Easements and other surface-related revenues - Related party		383			—		—			383
Surface use royalties		1,598			2,245		—			3,843
Surface use royalties - Related party		2,607			—		—			2,607
Resource royalties		1,979			388		—			2,367
Other		—			66		—			66
Total revenues		19,014			5,961		—			24,975
Resource sales-related expense		673			—		—			673
Other operating and maintenance expense		517			34		—			551
General and administrative expense		2,159			48		—			2,207
Depreciation, depletion, amortization and accretion		2,145			13		—			2,158
Operating income		13,520			5,866		—			19,386
Interest expense, net		2,884			—		5,900	(g)		8,784			(e	)
Other income		(241	)		—		—			(241	)
Income from operations before taxes		10,877			5,866		(5,900	)		10,843
Income tax expense		101			—		—			101			(f	)
Net income		10,776			5,866		(5,900	)		10,742
Less: net income attributable to non-controlling interest		—			—		—			—			(g	)
Net income attributable to LandBridge Company LLC	$	10,776		$	5,866	$	(5,900	)	$	10,742		$			$
Net income per class A unit (h)
Basic and Diluted		—			—		—			—
Weighted average class A units outstanding (h)
Basic and Diluted		—			—		—			—

F-11

LandBridge Company LLC

Unaudited Pro Forma Condensed Consolidated Statement of Operations for

the Year Ended December 31, 2023

	Historical DBR Land Holdings LLC			Historical East Stateline Ranch		Transaction Accounting Adjustments			Pro Forma			Corporate Reorganization and Offering			Pro Forma As Adjusted
Revenues:
Oil and gas royalties	$	20,743		$	—	$	—		$	20,743		$			$
Resource sales		18,045			2,653		—			20,698
Resource sales - Related party		1,785			—		—			1,785
Easements and other surface-related revenues		8,395			7,773		—			16,168
Easements and other surface-related revenues - Related party		4,249			—		—			4,249
Surface use royalties		7,780			6,463		—			14,243
Surface use royalties - Related party		5,436			—		—			5,436
Resource royalties		6,432			3,116		—			9,548
Other		—			32		—			32
Total revenues		72,865			20,037		—			92,902
Resource sales-related expense		3,445			—		—			3,445
Other operating and maintenance expense		2,740			231		—			2,971
General and administrative expense		(12,091	)		241		—			(11,850	)
Depreciation, depletion, amortization and accretion		8,762			63		—			8,825
Operating income		70,009			19,502		—			89,511
Interest expense, net		7,016			—		31,220	(g)		38,236			(e	)
Other income		(549	)		—		—			(549	)
Income from operations before taxes		63,542			19,502		(31,220	)		51,824
Income tax expense		370			—		—			370			(f	)
Net income		63,172			19,502		(31,220	)		51,454
Less: net income (loss) attributable to non-controlling interest		—			—		—			—			(g	)
Net income attributable to LandBridge Company LLC	$	63,172		$	19,502	$	(31,220	)	$	51,454		$			$
Net income per class A unit (h)
Basic and Diluted		—			—		—			—
Weighted average class A units outstanding (h)
Basic and Diluted		—			—		—			—

F-12

LandBridge Company LLC

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Note 1: Basis of Presentation

The pro forma consolidated financial information has been prepared by the Company in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosure about Acquired and Disposed Businesses.” The historical financial information is derived from the financial statements of DBR Land Holdings LLC included elsewhere in this prospectus. For purposes of the unaudited pro forma balance sheet, it is assumed that the Transactions had taken place on March 31, 2024. For purposes of the unaudited pro forma statements of operations for the three months ended March 31, 2024 and for the year ended December 31, 2023, it is assumed the Transactions had occurred on January 1, 2023.

The unaudited pro forma consolidated financial information was prepared using the acquisition method of accounting in accordance with Accounting Standards Topic (“ASC”) Topic 805, Business Combinations, with the Company as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical condensed consolidated financial statements of the Company and the historical condensed consolidated financial statements of the East Stateline Acquisition.

The transaction accounting adjustments represent Company management’s best estimates and are based upon currently available information and certain assumptions that we believe are reasonable under the circumstances.

Our management has not identified any reclassification adjustments given all currently available information related to the East Stateline Acquisition, which would be necessary to conform the presentation of its financial statements or accounting policies to those of the Company.

Note 2: Purchase Price

We will account for the East Stateline Acquisition as an asset acquisition as it does not meet the definition of a business under generally accepted accounting principles in the United States of America (“U.S. GAAP”). The assets will be recognized at the fair value of the consideration transferred to the seller, plus direct transaction costs in accordance with ASC 805-50-30-1. The purchase price is allocated to the assets and liabilities acquired based on their relative fair values according to ASC 805-50-30-3.

The determination of fair value used in the transaction adjustments presented herein are preliminary and based on management estimates of the fair value of the assets acquired and have been prepared to illustrate the estimated effect of the acquisition. The final determination of the purchase price allocation will depend on a number of factors that cannot be predicted with certainty at this time. Therefore, the actual purchase price allocation of the East Stateline Acquisition may differ from the transaction accounting adjustments presented in these unaudited condensed pro forma statements. The Company has engaged a third-party valuation specialist to assist in the final determination of the purchase price allocation.

Note 3: Pro Forma Adjustments

The unaudited pro forma consolidated financial information has been prepared to reflect the application of required U.S. GAAP accounting to the East Stateline Acquisition and Offering transactions and has been prepared for informational purposes only.

F-13

LandBridge Company LLC

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements (Continued)

Transaction Accounting Adjustments to Unaudited Pro Forma Consolidated Financial Information

The Company made the following adjustments and assumptions related to the East Stateline Acquisition in the preparation of the unaudited pro forma consolidated balance sheet:

(a)  Transaction accounting adjustments for cash represent a decrease of $4.1 million to reflect cash paid for the East Stateline Acquisition net of equity contributions and debt proceeds used to fund the acquisition. The transaction accounting adjustment for cash is summarized in the table below:

Proceeds from term loan	$	260,000
Contribution from member		74,000
Less:
Acquisition purchase price(1)		(333,750	)
Debt issuance costs		(3,612	)
Acquisition costs		(745	)
Net cash adjustment	$	(4,107	)

(1) Does not include the $26.3 million deposit paid and recognized during the three months ended March 31, 2024.

(b)  Represents the fair value of property, plant and equipment acquired in the East Stateline Acquisition, which we have determined on a preliminary basis to be substantially all attributable to land, a non-depreciating asset,. The expected allocation to land, incremental to the acquiree’s historical property, plant and equipment balance, is $322.5 million, inclusive of $1.1 million of transaction expenses.

(c)  Reflects debt issuance costs associated with the increase in revolver commitments.

(d)  Reflects adjustment to record $0.3 million in estimated transaction fees related to the East Stateline Acquisition.

(e)  Reflects $260.0 million in proceeds from the term loan, net of $3.2 million of debt issuance costs.

(f)  Reflects $74.0 million contribution from member, net of the elimination of $12.3 million related to the acquiree’s historical equity value.

The Company made the following adjustments and assumptions related to the East Stateline Acquisition in the preparation of the unaudited pro forma consolidated statement of operations:

(g) For the three months ended March 31, 2024, reflects increased interest expense of $5.9 million, primarily related to an increase of $5.3 million related to the term loan proceeds, and $0.2 million debt issuance cost amortization related to the increase in commitments on the revolver and term loan. The Company obtained a variable interest rate of three-month SOFR plus spread of 3.850% for an interest rate of 9.174%. The effect of a 1/8 of a percent variance in the interest rate on net income attributable to the Company for the three months ended March 31, 2024 is less than $0.1 million. For the year ended December 31, 2023, reflects increased interest expense of $31.2 million, primarily related to an increase of $26.7 million related to the term loan proceeds, $3.7 million related to the revolver, and $0.8 million debt issuance cost amortization related to the increase in commitments on the revolver and term loan. The Company obtained a variable interest rate of three-month SOFR plus spread of 3.850% for an interest rate of 9.156%. The effect of a 1/8 of a percent variance in the interest rate on net income attributable to the Company for the year ended December 31, 2023 is $0.5 million.

F-14

LandBridge Company LLC

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements (Continued)

Corporate Reorganization and Offering Adjustments to Unaudited Pro Forma Consolidated Financial Information

The Company made the following adjustments and assumptions in the preparation of the unaudited pro forma consolidated balance sheet:

(a)  Reflects the following adjustments:

i. Net proceeds from the offering and use of proceeds as follows:

Gross proceeds from offering	$
Less:
Underwriting discounts and commissions
Issuance expenses
Proceeds, net of underwriting and issuance expenses
Less:
Repayment of outstanding debt
Distribution to existing owners
Retained proceeds from the offering	$

(b)  Reflects adjustments to give effect to tax adjustments associated with the Corporate Reorganization based on the following assumptions:

i. We expect to record $  million in deferred tax assets for the estimated income tax effects of the differences in the tax basis and the books basis of the assets owned by DBR Land Holdings LLC following completion of the Corporate Reorganization; and

(c)  Represents an adjustment to members’ equity reflecting

i $  for Class A units outstanding following this offering and application of the net proceeds therefrom,

ii. A decrease of $  million in members’ equity to allocate a portion of LandBridge Company LLC’s equity to the non-controlling interest (see Note (d) below); and

(d)  Represents non-controlling interest due to consolidation of financial results of DBR Land Holdings LLC. As described in “Corporate Reorganization,” LandBridge Company LLC will become the sole member of DBR Land Holdings LLC. LandBridge Company LLC will initially have a minority economic interest in DBR Land Holdings LLC, but will have 100% of the voting power and control over the management of DBR Land Holdings LLC. As a result, we will consolidate the financial results of DBR Land Holdings LLC and will report a non-controlling interest on our consolidated balance sheet for the percentage of DBR Land Holdings LLC units not held by the Class A members. Upon completion of the contemplated transactions, the non-controlling interest is expected to own approximately % of DBR Land Holdings LLC.

Historical DBR Land Holdings LLC member’s equity as of December 31, 2023	$
Gross proceeds from offering
Underwriting discounts and offering costs
Net distribution to existing LLC member
Pro forma DBR Land Holdings LLC member’s equity as of December 31, 2023	$
Estimated noncontrolling interest percentage of LandBridge Company LLC		%
Pro forma noncontrolling interest of LandBridge Company LLC	$

F-15

LandBridge Company LLC

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements (Continued)

The Company made the following adjustments and assumptions in the preparation of the unaudited pro forma condensed consolidated statements of operations:

(e)  Reflects reduction in interest expense of $  for the year ended December 31, 2023 associated with the Company’s historical interest expense associated with the Ag Loan (as defined herein) and Credit Facility (as defined herein) reflecting the retirement of the debt with the use of proceeds from this offering.

(f)  Reflects estimated incremental income tax expense of $  for the year ended December 31, 2023 associated with the Company’s historical results of operations assuming the Company’s earnings had been subject to federal income tax as a subchapter Corporation using a statutory tax rate of approximately % and based on the Company’s ownership of approximately % ( % if the underwriters’ option to purchase additional Class A units is exercised in full) of DBR Land Holdings LLC following completion of the contemplated transactions. This rate is inclusive of U.S. federal and state income taxes.

(g)  Reflects the reduction in consolidated net income attributable to non-controlling interest for DBR Land Holdings LLC’s historical results of operations. Upon completion of the Corporate Reorganization, the non-controlling interest will be approximately % ( % if the underwriters’ option to purchase additional Class A units is exercised in full).

(h)  On a pro forma basis, basic earnings per share and diluted earnings per share are the same as there were no anti-dilutive securities during the periods presented. Earnings per share on a pro forma basis is computed as follows:

	Year Ended December 31, 2023
Pro forma income before income taxes	$
Pro forma income tax expense
Pro forma net income attributable to members’ equity
Net income attributable to noncontrolling interests
Pro forma income available to Class A members	$
Weighted average units of Class A units outstanding
Pro forma net income available to Class A members per unit	$

Note 4: Management Adjustments

Management expects that, following the completion of the East Stateline Acquisition, the Company will recognize additional resource royalties and surface use royalties associated with new commercial agreements entered into concurrently with the East Stateline Acquisition. Contemporaneous with closing, the Company entered into new commercial royalty arrangements with WaterBridge associated with produced water and brackish supply water assets which WaterBridge acquired from the seller of the East Stateline Ranch. In the opinion of management, the management adjustments related to the new commercial arrangements are necessary to present a fair representation of the pro forma financial information presented and indicative of additional revenues expected after the East Stateline Acquisition. The management adjustments are based on historical actual volumes for these production activities for the pro forma statement of operations periods presented and agreed-upon rates per the commercial agreements. The management adjustments are not reflected in the Pro Forma Statement of Operations. Based on the historical volumes and contract rates the management adjustments of approximately $2.6 million and $9.4 million in additional revenues for the three months ended March 31, 2024 and for the year ended December 31,

F-16

LandBridge Company LLC

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements (Continued)

2023, respectively, reflect the additional royalties that would have been recognized if these commercial agreements had been in place as of January 1, 2023. Pursuant to Rule 11-02(a)(7)(ii)(A) of Regulation S-X, this Note includes adjustments that depict additional revenues expected after the East Stateline Acquisition.

The below tables reflect the additional revenues as if the East Stateline Acquisition had occurred on January 1, 2023. The Company believes there exists a reasonable basis for the adjustments. The pro forma financial information reflects all management adjustments that are, in the opinion of management, necessary to present a fair representation of the pro forma financial information presented.

	For the Three Months Ended March 31, 2024
	Net income		Basic and diluted income per share		Weighted average shares
	(in thousands except share and per share amounts)
Pro Forma*	$	10,742	$
Management adjustments
Resource royalties		2,214
Surface use royalties		361
Total management adjustments		2,575
Tax effect		—
Pro forma net income after management adjustments	$	13,317	$

* As shown in the unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2024

	For the Year Ended December 31, 2023
	Net income		Basic and diluted income per share		Weighted average shares
	(in thousands except share and per share amounts)
Pro Forma*	$	51,454	$
Management adjustments
Resource royalties		8,510
Surface use royalties		880
Total management adjustments		9,390
Tax effect		—
Pro forma net income after management adjustments	$	60,844	$

* As shown in the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2023

F-17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Managers of DBR Land Holdings LLC

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of DBR Land Holdings LLC and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in the member’s equity, and cash flows, for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Houston, TX

May 6, 2024

We have served as the Company’s auditor since 2022.

F-18

DBR Land Holdings LLC and Subsidiaries

Consolidated Balance Sheets

(in thousands)

	December 31, 2023		December 31, 2022
Current assets:
Cash and cash equivalents	$	37,823	$	16,150
Restricted cash		—		9,201
Accounts receivable, net		12,383		10,903
Related party receivable		1,037		424
Prepaid expenses and other current assets		1,035		630
Total current assets		52,278		37,308
Non-current assets:
Property, plant and equipment, net		203,018		207,313
Intangible assets, net		28,642		30,878
Other assets		5,011		521
Total non-current assets		236,671		238,712
Total assets	$	288,949	$	276,020
Liabilities and member’s equity
Current liabilities:
Accounts payable	$	200	$	38
Related party payable		453		578
Accrued liabilities		4,945		2,841
Income taxes payable		385		212
Current portion of long-term debt		20,339		11,693
Unearned revenue		278		1,327
Other current liabilities		500		500
Total current liabilities		27,100		17,189
Non-current liabilities:
Long-term debt		108,343		45,917
Other long-term liabilities		2,759		2,955
Total non-current liabilities		111,102		48,872
Total liabilities		138,202		66,061
Commitments and contingencies (Note 12)
Member’s equity		150,747		209,959
Total liabilities and member’s equity	$	288,949	$	276,020

See accompanying notes to the consolidated financial statements

F-19

DBR Land Holdings LLC and Subsidiaries

Consolidated Statements of Operations

(in thousands)

	Year Ended December 31, 2023			Year Ended December 31, 2022
Revenues:
Oil and gas royalties	$	20,743		$	18,286
Resource sales		18,045			14,646
Resource sales - Related party (Note 11)		1,785			223
Easements and other surface-related revenues		8,395			7,992
Easements and other surface-related revenues - Related party (Note 11)		4,249			1,752
Surface use royalties		7,780			6,276
Surface use royalties - Related party (Note 11)		5,436			1,396
Resource royalties		6,432			1,206
Total revenues		72,865			51,777
Resource sales-related expense		3,445			3,840
Other operating and maintenance expense		2,740			2,648
General and administrative (income) expense		(12,091	)		41,801
Depreciation, depletion, amortization and accretion		8,762			6,720
Operating income (loss)		70,009			(3,232	)
Interest expense, net		7,016			3,108
Other income		(549	)		(143	)
Income (loss) from operations before taxes		63,542			(6,197	)
Income tax expense		370			164
Net income (loss)	$	63,172		$	(6,361	)

See accompanying notes to the consolidated financial statements

F-20

DBR Land Holdings LLC and Subsidiaries

Consolidated Statements of Changes in Member’s Equity

(in thousands)

	Total Member’s Equity
Balance at January 1, 2022	$	169,944
Contribution from member		10,976
Distribution to member		(1,135	)
Deemed non-cash capital contributions		36,535
Net loss		(6,361	)
Balance at December 31, 2022	$	209,959
Distribution to member		(105,165	)
Deemed non-cash capital distributions		(17,219	)
Net income		63,172
Balance at December 31, 2023	$	150,747

See accompanying notes to the consolidated financial statements

F-21

DBR Land Holdings LLC and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

	Year Ended December 31, 2023			Year Ended December 31, 2022
Cash flows from operating activities
Net Income (loss)	$	63,172		$	(6,361	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		8,762			6,720
Amortization of deferred financing fees		129			—
Amortization of debt issuance costs		259			—
Share-based compensation		(17,230	)		36,360
Gain on disposal of assets		(239	)		—
Bad debt expense		(7	)		38
Changes in operating assets and liabilities:
Accounts receivable		(1,474	)		(5,942	)
Related party receivable		(613	)		(401	)
Prepaid expenses and other assets		43			440
Accounts payable		362			(1,584	)
Related party payable		(109	)		574
Unearned revenue		(989	)		308
Accrued liabilities and other liabilities		803			(1,318	)
Income taxes payable		173			(8,334	)
Net cash provided by operating activities		53,042			20,500
Cash flows from investing activities
Acquisitions		—			(8,381	)
Capital expenditures		(2,783	)		(3,291	)
Proceeds from disposal of assets		11			—
Net cash used in investing activities		(2,772	)		(11,672	)
Cash flows from financing activities
Contributions from member		—			10,976
Distributions to member		(105,165	)		(1,135	)
Proceeds from term loan		100,000			—
Proceeds from revolver		50,000			—
Repayments on revolver		(15,000	)		—
Repayments on term loan		(62,417	)		(6,500	)
Other financing activities, net		(404	)		(72	)
Debt issuance costs		(3,106	)		—
Deferred offering costs		(1,706	)		—
Net cash (used in) provided by financing activities		(37,798	)		3,269
Net (decrease) increase in cash and cash equivalents and restricted cash		12,472			12,097
Cash and cash equivalents and restricted cash - beginning of period		25,351			13,254
Cash and cash equivalents and restricted cash - end of period	$	37,823		$	25,351

See accompanying notes to the consolidated financial statements

F-22

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements

1. Organization and Nature of Operations

DBR Land Holdings LLC (“Holdings” and, together with its subsidiaries, the “Company,” “we,” “our” and “us”) was formed in September 2021. WaterBridge NDB LLC (“WB NDB” or the “Sole Member”) is the sole member of the Company. The Company is governed by a Limited Liability Company Agreement, dated September 20, 2021 (the “LLC Agreement”).

On October 15, 2021, the Company acquired 100% of the outstanding capital stock of Hanging H Ranch, Inc. Immediately following the acquisition, Hanging H Ranch, Inc. merged with one of its wholly-owned subsidiaries and the surviving entity was named Delaware Basin Ranches Inc. (“DBR Inc.”).

On January 1, 2022, DBR REIT LLC (“DBR REIT”), a wholly-owned subsidiary of the Company and the parent company of DBR Inc., elected to be taxed as a real estate investment trust (“REIT”) under federal income tax laws. DBR REIT qualifies as a REIT under the applicable requirements of the Internal Revenue Code of 1986, as amended (“IRC”). A REIT is a pass-through entity. There is no tax imposed at the REIT level 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.

In addition, under IRC regulations, a REIT’s beneficial ownership must be held by 100 or more persons after the first taxable year that an election to be taxed as a REIT is made. Therefore, pursuant to the regulations, DBR REIT issued preferred shares to 125 persons on January 1, 2023, resulting in net proceeds of $125,000. Each preferred share represents one-one hundred twenty fifth of a 12.0% preferred share. DBR REIT has the option to redeem the preferred shares in whole or in part for cash at a redemption price of 100% of the purchase price plus all accrued and unpaid distributions, plus a redemption premium per unit in an amount based on the date fixed for redemption as follows: $100, if such date is on or before December 31, 2024, and zero (i.e., no redemption premium), if such date is after December 31, 2024. The 12.0% preferred shares pay a 12.0% annual dividend and have a liquidation value of $1,000 per share. The preferred shares were issued at par value.

The Company owns surface acreage and oil and natural gas mineral interests in the Delaware Basin across Loving, Reeves and Pecos Counties in Texas and surface acreage in Eddy County in New Mexico.

The Company generates revenues primarily from use of its surface acreage, the sale of resources from its 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 interest, brackish water wells and ponds and related facilities.

The Company is headquartered in Houston, Texas.

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Our consolidated financial statements (the “Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All dollar amounts in the Financial Statements and tables in the notes are stated in thousands of dollars unless otherwise indicated.

All of the Company’s subsidiaries are wholly owned, either directly or indirectly through wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. There were no variable interest entities for any periods presented herein.

F-23

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

Basic and diluted net income per common unit holder is not presented since the ownership structure of the Company is not a common unit of ownership.

Comprehensive Income

Other comprehensive income refers to all components (income, expenses, gains and losses) of comprehensive income that are excluded from net income. As of December 31, 2023 and 2022, the Company did not have any components of other comprehensive income.

Segment Information

The Company operates in a single operating and reportable segment. 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 in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision makers are the co-chief executive officers, who allocate resources and assess performance based upon financial information at the consolidated level.

Use of Estimates

The preparation of the Financial Statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes.

The Company evaluates its estimates and related assumptions regularly, including those related to the fair value measurements of assets acquired and liabilities assumed in a business combination, the collectability of accounts receivable, the assessment of recoverability and useful lives of long-lived assets, including property, plant and equipment, intangible assets, and the valuation of share-based compensation. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from such estimates.

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:

• 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 Company’s financial instruments consist primarily of accounts receivable and accounts payable. The carrying value of the Company’s accounts receivable and accounts payable 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 they are impaired.

F-24

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

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 8 – Debt for additional information.

Recurring fair value measurements are performed for management incentive units, as disclosed in Note 10 – Share-Based Compensation.

During the years ended December 31, 2023 and 2022, there were no transfers between the fair value hierarchy levels.

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company maintains cash balances that may at times exceed federally insured limits.

The Company’s restricted cash balance represents a funds held requirement with its lender equivalent to one year’s worth of principal and interest payments. Refer to Note 8 – Debt for additional information.

Accounts Receivable

The Company extends credit to customers and other parties in the normal course of business. Accounts receivable consists of trade receivables recorded at the invoiced amount, plus accrued revenue that is earned but not yet billed, less an estimated allowance for doubtful accounts. Account receivables are generally due within 45 days or less. An allowance for expected credit losses is determined based upon historical write-off experience, aging of accounts receivables, current macroeconomic industry conditions and customer collectability patterns. Accounts receivable are charged against the allowance when determined to be uncollectible. When the Company recovers amounts that were previously written off, those amounts are offset against the allowance and reduce expense in the year of recovery.

As of December 31, 2023 and 2022, the Company had balances of immaterial amounts in allowance for doubtful accounts. There were immaterial amounts of write-offs and no recoveries during the years ended December 31, 2023 and 2022.

As of December 31, 2023, the Company had three customers that accounted for approximately 14%, 13%, and 10% of accounts receivable, respectively. As of December 31, 2022, the Company had two customers that accounted for approximately 35% and 12% of accounts receivable, respectively.

The Company accrues oil and gas royalties for amounts not received during the period but produced based on historical production volumes and current market prices. Produced water and other surface use royalties are also accrued for during the period based on historical trends or expected activity and contract prices. These accrued amounts are both included within accounts receivable, net on the consolidated balance sheets.

Property, Plant and Equipment

Property, plant, and equipment is stated at cost or, upon acquisition, at its fair value. Expenditures for construction activities, major improvements and betterments that extend the useful life of an asset are capitalized, while expenditures for maintenance and repairs are expensed as incurred. Costs of abandoned projects are charged to operating expense upon abandonment. The cost of assets sold or disposed of, and the related accumulated depreciation are removed from the accounts in the period of sale or disposal, and the resulting gains or losses are recorded in earnings in the respective period. Refer to Note 5 – Property, Plant and Equipment.

F-25

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

Depreciation is computed using the straight-line method over the estimated useful lives for each asset group, as noted below:

Water wells, pipelines, facilities, ponds and related equipment	3 - 15 years
Buildings	30 years
Vehicles, equipment, furniture and other	3 - 5 years

The Company follows the successful efforts method of accounting for its oil and natural gas properties acquired. Under this method, costs to acquire mineral and royalty interests in oil and natural gas properties are capitalized when incurred. Acquisitions of oil and natural gas properties are recorded at their estimated fair value as of the acquisition date.

Proved properties

Costs of proved oil and natural gas properties are depleted on a basin-wide basis utilizing the units-of-production method using total proved reserves.

Unproved properties

Costs of unproved oil and natural gas properties are not subject to depletion. These costs are transferred into costs subject to depletion on an ongoing basis as wells are completed and as proved reserves are established or confirmed.

Intangible Assets

Our intangible assets with definite useful lives include water rights and surface use agreements. The amounts are presented at the Company’s cost basis. Such intangible assets with definite lives are amortized on a straight-line basis and assume no residual value. Refer to Note 6 – Intangible Assets for further information on estimated useful lives for such definite-lived intangibles.

Debt Issuance Costs

Debt issuance costs represent costs associated with long-term financing and are amortized over the term of the related debt using the effective interest method. The Company’s debt issuance costs associated with the Company’s revolving credit facility are deferred and presented within prepaid expenses and other current assets, and other assets on the consolidated balance sheets. Refer to Note 8 – Debt for further information.

Deferred Offering Costs

Deferred offering costs consist of initial public offering (“IPO”) costs, related to underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the proposed offering. These costs will be offset against proceeds in the periods following the consummation of the proposed offering. As of December 31, 2023 and 2022 The Company had $3.7 million and zero of deferred offering costs recorded as non-current assets on the consolidated balance sheets.

Asset Acquisitions

We record asset acquisitions using the cost accumulation model. Under the cost accumulation model of accounting, the cost of the acquisition, including certain transaction costs, are allocated to the assets acquired using relative fair values.

F-26

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

Business Combinations

We record business combinations using the acquisition method of accounting. Under the acquisition method of accounting, identifiable assets acquired and liabilities assumed are recorded at the acquisition date fair value. The excess of the purchase price over the estimated fair value is recorded as goodwill. Changes in the estimated fair values of acquired assets and liabilities will be made, if determined within one year from the acquisition date, with an offsetting adjustment to the purchase price allocable to goodwill. Measurement period adjustments are reflected in the period in which they occur. Transaction costs associated with business combinations are expensed as incurred.

The fair value of separately identifiable intangible assets are estimated by applying an income approach. That measure is based on significant Level 3 inputs not observable in the market. Key assumptions developed based on the Company’s future projections and comparable market data include future cash flows, long-term growth rates and discount rates.

Impairment of Long-Lived Assets

Management reviews the Company’s long-lived assets, which primarily includes property, plant and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability is generally determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value.

Proved reserves

The Company evaluates its proved oil and natural gas properties for impairment when events or changes in circumstances indicate the related carrying value may not be recoverable. This evaluation is performed on a basin-wide basis. The Company assesses the valuation of its proved oil and natural gas properties for impairment by comparing the carrying value to estimated undiscounted future net cash flows using estimated production and prices at which the Company estimates the commodity will be sold. If the carrying value exceeds undiscounted future net cash flows, the measurement of impairment is based on estimated fair value utilizing a discounted future cash flows analysis. The impairment recorded is the amount by which the carrying value exceeds the fair value. In the impairment assessment, the Company estimates the fair value of proved oil and natural gas properties using valuation techniques that convert future cash flows to a single undiscounted amount. Significant inputs and assumptions to the valuation of proved oil and natural gas properties include estimates of reserves, future production volumes, future operating and development costs, future commodity prices and a market-based weighted average cost of capital rate.

Unproved reserves

Unproved oil and natural gas properties are also evaluated periodically for impairment. Impairment is assessed when events and circumstances indicate the carrying value may not be recoverable, at which an impairment loss is recognized to the extent the carrying value exceeds the estimated recoverable value. Impairment assessment criteria includes, but is not limited to, commodity prices forecasts, macroeconomic conditions and current and future operator activity in the basin.

We did not recognize any impairment for the years ended December 31, 2023 and 2022.

F-27

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

Share-Based Compensation

The Company accounts for share-based compensation expense for incentive units granted in exchange for employee services. Our management and employees currently participate in one equity-based incentive unit plan, managed by WB NDB, the direct parent of the Company. The management incentive units consist of time-based awards of profits interests in WB NDB (the “Incentive Units”), and the Amended and Restated Limited Liability Company Agreement of WB NDB (the “WB NDB LLC Agreement”) authorizes the issuance of 10,000 Incentive Units.

The Incentive Units represent a substantive class of equity of WB NDB and are accounted for under Financial Accounting Standards Board (“FASB”) ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). Features of the Incentive Units include the ability for WB NDB to repurchase Incentive Units during a 180-day option period, whereby the fair value price is determined as of the termination date, not the repurchase date, which temporarily takes away the rights and risks and rewards of ownership from the Incentive Unit holder during the option period. Under ASC 718, a feature for which the employee could bear the risks, but not gain the rewards, normally associated with equity ownership requires liability classification. WB NDB classifies the Incentive Units as liability awards. The liability related to the Incentive Units is recognized at WB NDB as the entity responsible for satisfying the obligation. Share-based compensation income or expense pushed down to the Company is recognized as a deemed non-cash contribution to or distribution from member’s equity on the consolidated balance sheets. The share-based compensation income or expense is recognized consistent with WB NDB’s classification of a liability award resulting in the initial measurement, and subsequent remeasurements, recognized ratably over the vesting period.

The Incentive Units’ value is derived from a combination of its threshold value and the total value of the incentive pool. The value of the incentive pool is determined by taking the total value returned to WB NDB’s Series A unit holders and allocating such value between the Series A unit holders and the incentive pool based on a return-on-investment waterfall included in the WB NDB LLC Agreement. The total value returned constitutes any cash or property distributed by the Company or other WB NDB subsidiary to WB NDB Series A unit holders. The total incentive pool is determined by summing the discrete Incentive Unit burden of each Series A unit holder. Value allocation within the Incentive Unit pool is impacted by Incentive Unit threshold values but the aggregate value of the incentive pool is based solely on the return-on-investment waterfall. The Incentive Unit liability is only applicable to WB NDB Series A unit holders and subsequently any future dilutive impact is limited to WB NDB’s indirect ownership of the Company. Any future equity investments made at the Company or other WB NDB subsidiaries are not subject to the dilution from the impact of the incentive unit pool.

Value within each Incentive Unit pool is allocated among Incentive Unit holders via a distribution waterfall. The units with the lowest threshold value within the pool will be allocated value first. Once the value of the units with the lowest threshold value reaches the next lowest threshold value, the lowest threshold value units will cease earning value. The next lowest threshold value Incentive Units then receive value until its value is equal to its own threshold value (the “Catch-Up Mechanics”). At this point, both the lowest and second lowest threshold value units have a value equal to the second lowest threshold value. Both groups of units continue to earn value until this value is equal to the third lowest threshold value, when the Catch-Up Mechanics are applied. When all Incentive Units have earned value up to the highest threshold value, all Incentive Units will earn value pro rata based on the total number of units issued thereafter.

At each reporting period, WB NDB’s Incentive Units is remeasured at their fair value, consistent with liability award accounting, using a Monte Carlo Simulation. The Monte Carlo Simulation requires judgment in developing assumptions, which involve numerous variables. These variables include, but are not limited to, the expected unit price volatility over the term of the awards, the expected distribution yield and the

F-28

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

expected life of Incentive Unit vesting. The vested portion of WB NDB’s Incentive Unit liability is allocated pro rata to the Company, and other WB NDB operating subsidiaries, as share-based compensation income or expense on the consolidated statements of operations. The allocation is based on the Company’s share of the aggregate equity value derived in WB NDB’s business enterprise valuation.

The Company updates its assumptions each reporting period based on new developments and adjusts such amounts to fair value based on revised assumptions, if applicable, over the vesting period. For the years ended December 31, 2023 and 2022, the fair values of the Incentive Units were estimated using various assumptions as discussed in Note 10 – Share-Based Compensation. The fair value measurement is based on significant inputs not observable in the market, and thus represents Level 3 inputs within the fair value hierarchy.

The risk-free rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of each award and updated at each balance sheet date for the time period approximating the expected term of such award. The expected distribution yield is based on no previously paid distributions and no intention of paying distributions on the Incentive Units for the foreseeable future.

Due to the Company not having sufficient historical volatility, the Company uses the historical volatilities of publicly traded companies that are similar to the Company in size, stage of life cycle and financial leverage. The Company will continue to use this peer group of companies unless a situation arises within the group that would require evaluation of which publicly traded companies are included or once sufficient data is available to use the Company’s own historical volatility. For criteria dependent upon a change in control, the Company will not recognize any incremental expense until the event occurs. Differences between actual results and such estimates could have a material effect on the Financial Statements.

Revenue Recognition

Oil and gas royalties

Oil and gas royalties are received in connection with oil and natural gas mineral interests owned by the Company. 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 includes variable consideration that is dependent upon market prices for oil and gas, and producer specific location and contractual price differences. As a result, our oil and natural gas royalty revenues are typically constrained at the inception of the contract but will be resolved once volumes are produced and settled. Oil and gas royalty payments are typically received one to three months following the month of production. The Company accrues oil and gas royalties produced but not yet paid based on historical or estimated royalty interest production and current market prices, net of estimated location and contract pricing differentials. The difference between estimated and actual amounts received for oil and gas royalties are recorded in the period the payment is received. As of December 31, 2023 and 2022, the Company had $3.2 million and $4.8 million accrued in the oil and gas royalties line of the consolidated statements of operations, respectively.

Oil and gas royalties also includes mineral lease bonus revenues. The Company receives lease bonus revenue by leasing its mineral interests to exploration and production (“E&P”) companies. When we execute a mineral lease contract, it generally transfers the rights to any oil or gas discovered to the E&P company and grants us the right to a specified royalty interest payable on future production. Mineral lease bonuses are nonrefundable. Mineral lease bonus revenues are recognized when the agreement is executed as control is transferred and the Company has satisfied its performance obligation at that point in time.

Resource sales and royalties

Resource sales generally includes brackish water and other surface, composite material, such as caliche, that the Company sells to E&P companies and other customers. Resource sales revenue is generally recognized

F-29

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

upon delivery of the brackish water or other surface material as the Company’s performance obligation has been deemed satisfied at that point in time. In certain instances, a third party other than a customer may be involved in a resource sale transaction, such as a revenue sharing agreement or brokered sale transaction. In these instances, the Company will either act as the principal or the agent in the transaction. If the Company is deemed to be acting as the principal, the revenues are reported on a gross basis in resource sales and corresponding costs reported as resource sales-related expense. If the Company is deemed to be acting as the agent, revenue is recorded net of the corresponding costs and included in the resource sales lines of the consolidated statements of operations.

The Company enters into resource royalty agreements that generate recurring resource royalty revenue. When we execute a resource royalty agreement, it generally transfers all rights to explore and produce a resource as specified in the agreement and grants us the right to a royalty on future production of that resource. Resource royalty agreements include, but are not limited to, sand, brackish water, and other resources that can be extracted from the Company’s surface estate. Resource royalty revenue includes variable consideration that is dependent upon production from those resources, which is typically constrained at the inception of the agreement but is resolved when volumes are produced and settled. Resource royalty payments are typically received one month following the month of production. The Company accrues resource royalties produced but not yet paid based on historical or estimated royalty production and contract prices. The difference between estimated and actual amounts received for royalties are recorded in the period the payment is received. As of December 31, 2023, the Company had $0.8 million accrued in resource sales and resource sales - related party, and $0.6 million accrued in resource royalties lines of the consolidated statements of operations, respectively. As of December 31, 2022, the Company had $0.3 million accrued in resource sales and resource sales - related party, and $0.5 million accrued in resource royalties lines of the consolidated statements of operations, respectively.

In certain instances, resource royalty contracts provide for a bonus payment. These bonus payments are nonrefundable. Resource royalty bonus revenues are recognized when the agreement is executed as control is transferred and the Company has satisfied its performance obligation at that point in time.

Easements and other surface-related income

Easement and other surface use agreement contracts permit operators to install pipelines, roadways, electric lines, and other equipment on land owned by the Company. When the Company executes the contract, receives payment and the contract becomes effective, we make available the respective parcel of land to the grantee. Revenue is recognized upon the execution of the agreement at the effective date as the performance obligation has been satisfied and the customer has right of use. In the event of a renewal of an existing contract, the Company recognizes the revenue upon receipt of the renewal payment and the contract becomes effective. At that point, the Company has satisfied its performance obligation and control has been transferred to the grantee. As of December 31, 2023, the Company had $1.7 million accrued in easements and other surface-related revenues and easements and other surface-related revenues related - party lines of the consolidated statements of operations. As of December 31, 2022, the Company had no accrued amounts in easements and other surface-related revenues and easements and other surface-related revenues related - party lines of the consolidated statements of operations.

Leases of the Company’s surface acreage generally include, but are not limited to, facility and surfaces leases with typical terms of five to ten years, and in some instances include provisions for renewal, and generally require fixed monthly or annual payments. Advance lease payment, lease deposits and annual payments, if any, are recorded as unearned revenue and amortized over the life of the lease. For the twelve months ended December 31, 2023 and 2022, revenue from contracts with customers accounted for under ASC Topic 842, Leases (“ASC 842”) was $0.6 million and $1.0 million, respectively.

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DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

In certain instances, these contracts may include a provision for future royalties. Royalties associated with the use of surface acreage are in included in surface use royalties below.

Surface use royalties

The Company enters into surface use royalty agreements that generate recurring surface use royalty revenue. When we execute a surface use royalty agreement, it generally transfers all rights of use of the surface acreage as specified in the agreement and grants us the right to a royalty calculated on the basis of use, which can include, but are not limited to, gross revenues or volumetric use. Surface use royalty agreements, include but are not limited to, produced water handling and throughput, produced water skim oil, waste reclamation and landfills and other surface uses. Surface use royalty revenue includes variable consideration that is dependent upon volumetric use and is typically constrained at the inception of the agreement but is resolved when volumes are produced and settled. Surface use royalty payments are typically received one month following the month of production. The Company accrues surface use royalties produced but not yet paid based on historical or estimated basis of the royalty and contract prices. The difference between estimated and actual amounts received for royalties are recorded in the period the payment is received. As of December 31, 2023, the Company had $1.5 million accrued in surface use royalties and surface use royalties - related party lines of the consolidated statements of operations. As of December 31, 2022 the Company had $0.8 million accrued in surface use royalties and surface use royalties - related party lines of the consolidated statements of operations.

Contract Liabilities

Contract liabilities primarily relates to revenue sharing arrangements or other surface use agreements where the Company may receive payments from customers in advance of the related performance obligation being satisfied. Contract liabilities are recognized as earned over time or at a point in time based on the provisions set forth in the agreement. Current and non-current contract liabilities are presented in unearned revenue and other long-term liabilities on the consolidated balance sheets, respectively.

Income Taxes

The Company is a limited liability company, and therefore has elected to be treated as a pass-through entity for federal income tax purposes. As a result, the net taxable income of the Company and any related tax credits, for federal income tax purposes, are allocated to the members and are included in their tax returns even though such net taxable income or tax credits may not have actually been distributed.

DBR REIT elected to be treated as a REIT under the IRC. As a REIT, DBR REIT will generally not be subject to corporate level federal income tax on taxable income distributed to shareholders. To be taxed as a REIT, the entity must meet a number of requirements including defined percentage tests concerning the amount of assets and revenues that came from, or are attributable to, real estate operations. As long as 90% of the taxable income of the REIT (without regard to capital gains or the dividends paid deduction) is distributed to the unit holders as dividends, the REIT will not be taxed on the portion of its income distributed as dividends unless there are ineligible transactions.

The Company is subject to Texas margin taxes. We estimate our state tax liability utilizing management estimates related to the deductibility of certain expenses and other factors.

The Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense in the consolidated statement of operations. As of December 31, 2023 and 2022, we did not recognize any liabilities associated with the payment for interest and penalties. Refer to Note 7 – Income Taxes for additional information.

F-31

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

Concentrations of Risk

In the normal course of business, we maintain cash balances in excess of federally insured limits. The Company regularly monitors these institutions’ financial condition. We have not experienced any losses in our accounts and believe we are not exposed to any significant credit risk on cash or cash equivalents.

Significant Customers

In addition to the separately disclosed related parties, refer to Note 11 – Related Party Transactions, customers that individually comprised more than 10% of the Company’s consolidated revenues were as follows:

	Year Ended December 31, 2023			Year Ended December 31, 2022
Customer A		—			12	%
Customer B		15	%		12	%
Customer C		14	%		—
Customer D		13	%		—
Customer E		13	%		—

Other Contingencies

The Company recognizes liabilities for other contingencies when there is exposure that indicates it is both probable and the amount of loss can be reasonably estimated. These types of liabilities may also arise from acquisition related transactions or other commercial agreements entered into from time to time by the Company. Refer to Note 12 – Commitments and Contingencies for additional information on specific contingent liabilities.

Recent Accounting Pronouncements

We adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), on January 1, 2023, which changed how we account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The adoption of this update did not have a material impact on our consolidated balance sheets, consolidated statements of operations or consolidated statements of cash flows.

We adopted ASU 2016-02, Leases (Topic 842), and subsequent amendments thereto on January 1, 2022, with no retrospective adjustments to prior periods. The adoption of the standard had no impact on our consolidated balance sheets, consolidated statements of operations or consolidated statements of cash flows. We have elected the practical expedients to (1) carryforward prior conclusions related to lease identification and classification for existing leases, (2) combine lease and non-lease components of an arrangement for all classes of leased assets, (3) omit short-term leases with a term of 12-months or less from recognition on the balance sheet and (4) carryforward our existing accounting for land easements not previously accounted for as leases.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280). This guidance requires a public entity, including entities with single reportable segment, to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. We plan to adopt this guidance and conform with the applicable disclosures retrospectively when it becomes mandatorily effective for our annual report for the year ending December 31, 2024.

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DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

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 conform with the disclosure requirements when it becomes mandatorily effective for our annual report for the year ending December 31, 2025.

3. Additional Financial Statement Information

Other Balance Sheet information is as follows:

	December 31, 2023		December 31, 2022
Accrued liabilities
Accrued professional fees	$	2,521	$	266
Accrued interest		1,547		251
Accrued operating and capital expenses		349		1,425
Accrued property taxes		300		263
Accrued payroll		228		636
Total accrued liabilities	$	4,945	$	2,841

Supplemental Cash Flow information is as follows:

	Year Ended December 31, 2023		Year Ended December 31, 2022
Supplemental cash flow information:
Cash paid for income taxes	$	213	$	8,497
Cash paid for interest	$	5,914	$	3,202
Non-cash operating, investing and financing activities:
Deferred offering costs	$	1,997	$	—
Capital expenditures in accounts payable and accrued liabilities	$	—	$	899
Insurance financing	$	350	$	264
Asset financing	$	251	$	—

4. Asset Acquisitions

During 2022, the Company acquired approximately 1,500 acres of land and buildings in Texas and New Mexico for total purchase consideration of $8.2 million, of which 654 acres was acquired from an affiliate company for total purchase consideration of $2.1 million.

F-33

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

5. Property, Plant and Equipment

As of December 31, 2023 and 2022, property, plant and equipment, net consisted of the following:

	December 31, 2023			December 31, 2022
Oil and natural gas properties
Proved	$	36,054		$	35,647
Unproved		3,057			3,464
Total oil and natural gas properties		39,111			39,111
Land and land improvements		157,737			157,490
Water wells, pipelines, facilities, ponds and related equipment		15,132			13,258
Buildings, vehicles, equipment, furniture and other		2,594			2,002
Construction in progress		—			626
		214,574			212,487
Less: accumulated depreciation and depletion		(11,556	)		(5,174	)
Total property, plant and equipment, net	$	203,018		$	207,313

Depreciation and depletion expense was $6.4 million and $4.4 million for the years ended December 31, 2023 and 2022, respectively.

6. Intangible Assets

As of December 31, 2023 and 2022, intangible assets, net of accumulated amortization consisted of the following:

	December 31, 2023			December 31, 2022
Surface use agreements	$	18,619		$	18,619
Water rights		14,956			14,956
Subtotal		33,575			33,575
Less: accumulated amortization		(4,933	)		(2,697	)
Total intangible assets, net	$	28,642		$	30,878

	December 31, 2023		December 31, 2022
Accumulated amortization
Surface use agreements	$	2,739	$	1,498
Water rights		2,193		1,199
Total accumulated amortization	$	4,933	$	2,697

The Company recognized $2.2 million and $2.2 million in amortization expense for the years ended December 31, 2023 and 2022, respectively. The remaining weighted average amortization period for both surface use agreements and water rights was 12.8 years and 13.8 years as of December 31, 2023 and 2022, respectively.

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DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

Future amortization expense related to such intangibles for the next five years and thereafter as of December 31, 2023 is as follows:

	Amortization Expense
2024		2,236
2025		2,236
2026		2,236
2027		2,236
2028		2,236
Thereafter		17,462
Total	$	28,642

7. Income Taxes

DBR REIT made an election to be taxed as a REIT, effective January 1, 2022. As a REIT, DBR REIT generally will not be subject to U.S. federal income tax to the extent it distributes qualifying dividends to its stockholders. If DBR REIT fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service (“IRS”) grants DBR REIT relief under certain statutory provisions.

Due to the REIT election effective January 1, 2022, DBR REIT had no deferred tax assets and liabilities as of December 31, 2023 and 2022.

As part of its election and to comply with REIT qualifications, during 2021 DBR REIT distributed mineral interests to its parent company which was treated as a sale for federal income tax purposes. The Company paid income tax associated with this distribution during the year ended December 31, 2022, of approximately $8.2 million.

During the year ended December 31, 2022, DBR REIT distributed land to its parent company. For federal income tax purposes, this transaction was treated as a sale of built-in-gain property and the Company recognized an immaterial income tax expense. As of December 31, 2022, this liability is included within income taxes payable on the consolidated balance sheet.

The Company is subject to Texas margin taxes. The Company estimates its state tax liability utilizing management estimates related to the deductibility of certain expenses and other factors. The Company recorded $0.4 million and $0.2 million related to its Texas margin tax liability for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, this liability is included within income taxes payable on the consolidated balance sheets.

The Company has concluded there are no significant uncertain tax positions requiring recognition in its Financial Statements. Further, the Company has no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized as of December 31, 2023 and 2022.

The Company is not currently under examination by the IRS or any state or local taxing authority for any tax year.

The open tax years for the federal tax filings are 2020 through 2023. The open tax years for the state franchise tax filings are 2019 through 2023.

F-35

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

8. Debt

As of December 31, 2023 and 2022, our debt consisted of the following:

	December 31, 2023			December 31, 2022
Term loan	$	95,000		$	—
Revolving credit facility		35,000			—
Ag loan		—			57,417
Other		494			193
Total debt		130,494			57,610
Current portion of long-term debt		(20,339	)		(11,693	)
Unamortized debt issuance costs		(1,812	)		—
Total long-term debt	$	108,343		$	45,917

Credit Facilities

On July 3, 2023, the Company entered into (i) a four-year $100.0 million term loan (the “Term Loan”), and (ii) a four-year $50.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”). At closing, the Term Loan was fully funded, and the Company borrowed $25.0 million on the Revolving Credit Facility. Proceeds from the Credit Facilities (net of $3.1 million in issuance fees to the lenders), were used to repay the $49.4 million outstanding balance under the Company’s Ag Loan, and to make a distribution of $72.9 million and will be used for future working capital needs. Upon the closing of the Credit Facilities, the Ag Loan was terminated. The Credit Facilities are each secured by a first-priority lien on substantially all assets of the Company and its subsidiaries. The Credit Facilities are also each guaranteed by the Company’s subsidiaries.

The Credit Facilities include certain affirmative and restrictive covenants common in such agreements that apply to the Company, including (i) a maximum leverage ratio as of the last day of each fiscal quarter no greater than 3.50: 1.00 for any period of four consecutive fiscal quarters ending prior to the consummation of a qualified IPO, and 4.00: 1.00 for any period of four consecutive fiscal quarters ending on or after the date of the closing of a qualified IPO (subject, in either case, to a 0.50: 1.00 leverage step-up for any “qualified acquisition” for the fiscal quarter in which such “qualified acquisition” occurs and the immediately following two fiscal quarters, subject to a cap of 0.50: 1.00 on such step-up regardless of the total number of “permitted acquisitions” and certain other limitations set forth therein), (ii) a minimum interest coverage ratio of at least 2.75 to 1.00 as of the last day of each fiscal quarter ending on or after the date of the closing of a qualified IPO, (iii) a minimum debt service coverage ratio of 1.25: 1.00, as of the last day of each fiscal quarter ending prior to the date on which a qualified IPO is consummated, and (iv) certain restrictions on the ability to incur debt, grant liens, make dispositions, make distributions, engage in transactions with affiliates, or make investments. The Company was in compliance with these covenants as of December 31, 2023.

The estimated fair value of our Credit Facilities approximates the principal amount outstanding because the interest rates 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

The principal amount of the Term Loan accrues interest at either the Term Secured Overnight Financing Rate (“Term SOFR”) or the Base Rate, as elected by the Company. Term SOFR Loans bear interest at a rate

F-36

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

per annum equal to Term SOFR for the applicable tenor plus 0.10% (“Adjusted Term SOFR”) plus the applicable margin, which such margin is determined by reference to the Company’s leverage ratio. Base Rate Loans bear interest at a rate per annum equal to the highest of (i) the U.S. Prime Rate, as published by the Wall Street Journal, (ii) the Federal Funds Rate plus 0.50%, and (iii) Adjusted Term SOFR for a one-month tenor plus 1.00%, in each case plus the applicable margin. Interest on all outstanding SOFR Loans shall be payable on the last day of each interest period. Interest on all outstanding Base Rate Loans shall be payable on the first day of each calendar quarter.

Debt issuance costs associated with the Term Loan consist of fees incurred to secure the financing and are amortized over the life of the loan using the effective interest method. The amortization of these costs totaled $0.3 million for the year ended December 31, 2023, which are included in interest expense, net in the consolidated statements of operations. Net debt issuance costs of $1.8 million associated with the Term Loan as of December 31, 2023, are reported as a direct deduction from the carrying amount of the related long-term debt.

For the year ended December 31, 2023, the Company incurred $4.2 million of interest expense related to the Term Loan and the related weighted average interest rate was 8.62%. The accrued interest payable related to the Term Loan was $1.2 million as of December 31, 2023.

Revolving Credit Facility

The Revolving Credit Facility provides for incremental borrowings up to the revolving commitment of $50.0 million at closing. It also includes an incremental revolving commitment that permits the Company to increase the aggregate amount of the Revolving Credit Facility, subject to the increasing lenders’ willingness to participate and other customary terms and conditions, by an amount not to exceed the sum of (i) $50.0 million plus (ii) the amount of any prior repayments of the Term Loan Facility (up to $50.0 million). The Revolving Credit Facility provides availability for the issuance of letters of credit on the Company’s behalf in an aggregate amount not to exceed $5.0 million.

Principal amounts borrowed under the Revolving Credit Facility 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. At the Company’s election, principal amounts under the Revolving Credit Facility may be borrowed as SOFR Loans or Base Rate Loans. SOFR Loans bear interest at a rate per annum equal to Term SOFR for the applicable tenor plus 0.10% (“Adjusted Term SOFR”) plus the applicable margin, which such margin is determined by reference to the Company’s leverage ratio. Base Rate Loans bear interest at a rate per annum equal to the highest of (i) the U.S. Prime Rate, as published by the Wall Street Journal, (ii) the Federal Funds Rate plus 0.50%, and (iii) Adjusted Term SOFR for a one-month tenor plus 1.00%, in each case plus the applicable margin, which such margin is determined by reference to the Company’s leverage ratio. Interest on all outstanding SOFR Loans shall be payable on the last day of each interest period. Interest on all outstanding Base Rate Loans shall be payable on the first day of each calendar quarter. The Company also pays a commitment fee to each lender quarterly in arrears on the daily average unused amount of the commitment of such lender under the Revolving Credit Facility. Prior to the consummation of a qualified IPO, the commitment fee is 0.5% of the aggregate undrawn commitment amount under the Revolving Credit Facility, payable to each lender in accordance with such lender’s pro rata share of such undrawn commitment amount. After the consummation of a qualified IPO, the commitment fee is at a rate determined by reference to the leverage ratio of the Company on a consolidated basis, of the aggregate undrawn commitment amount under the Revolving Credit Facility, payable to each lender in accordance with such lender’s pro rata share of such undrawn commitment.

Debt issuance costs associated with the Company’s Revolving Credit Facility consist of fees incurred to secure the financing and are amortized over the life of the loan using the effective interest method. The

F-37

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

amortization of these costs totaled $0.1 million for the year ended December 31, 2023, which are included in interest expense, net in the consolidated statements of operations. Short-term debt issuance costs of $0.3 million associated with the Revolving Credit Facility as of December 31, 2023, are deferred and presented in prepaid expenses and other current assets on the consolidated balance sheets. Long-term debt issuance costs of $0.6 million associated with the Revolving Credit Facility as of December 31, 2023, are deferred and presented in other assets on the consolidated balance sheets.

For the year ended December 31, 2023, the Company incurred $1.1 million of interest expense and commitment fees related to the Revolving Credit Facility and the related weighted average interest rate was 8.65%. The accrued interest payable related to the Revolving Credit Facility was $0.3 million as of December 31, 2023.

Ag Loan

On October 14, 2021, the Company entered into a seven-year $65.0 million credit agreement (the “Ag Loan”) with Capital Farm Credit, ACA, as agent for a federal land credit association (the “Lender”). The Ag Loan was secured by a perfected first-lien security interest in substantially all assets of DBR Inc. (as successor to Hanging H Ranch, Inc.) and its subsidiaries and DBR Desert LLC, the equity interest in DBR REIT LLC (f/k/a NDB Ranch Holdings LLC) held by DBR Land LLC (f/k/a NDB Land LLC), and the equity interest in DBR Inc. held by DBR REIT LLC. The Ag Loan was also guaranteed by DBR REIT LLC, DBR Land LLC and DBR Desert LLC.

The Company was required to make scheduled monthly payments on the outstanding principal amount for the term of the Ag Loan at an annual interest rate of 5.25%, with all remaining outstanding amounts due and payable on the scheduled maturity date, October 1, 2028.

The Ag Loan included certain affirmative and restrictive covenants common in such agreements that apply to the Company and the guarantors, including a minimum fixed charge coverage ratio of 1.25:1.00 and a maximum debt to tangible net worth ratio of 0.45:1:00, in each case tested as of the end of each fiscal quarter. The Company was in compliance with these covenants as of December 31, 2022. Additionally, the Company was required to maintain a balance equal to one year’s worth of principal and interest payments in an account with Lender, or another financial institution reasonably acceptable to Lender. As of December 31, 2022, $9.2 million of restricted cash was held in an account at Lender in satisfaction of such requirement.

Beginning December 31, 2022, if as of the end of any fiscal year, the outstanding principal balance of the Ag Loan exceeded $40.0 million and the Company had excess cash flow as of the end of such fiscal year, the Company was required to make a principal reduction payment equal to the excess cash flow up to the maximum annual amount of $10.0 million. The Lender reduced such maximum annual amount to $5.0 million for the fiscal year ended December 31, 2022. Excess cash flow is defined as the amount of earnings before interest, depreciation and amortization (“EBITDA”) in excess of the amount of EBITDA required to maintain compliance with the fixed charge coverage ratio. Any amounts of excess cash flow was payable within five days of delivery of the annual financial statements, which are due 120 days after the end of each fiscal year, beginning December 31, 2022. For the fiscal year ended December 31, 2022, the Company included $5.0 million in current portion of long-term debt on the consolidated balance sheet pursuant to the terms described above.

The total amount outstanding on the Ag Loan was $57.4 million as of December 31, 2022. The accrued interest payable was $0.3 million as of December 31, 2022. The Ag Loan was terminated on July 3, 2023 in connection with the closing of the Credit Facilities.

F-38

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2023 and 2022, the Company incurred $1.5 million and $3.2 million of interest expense related to the Ag Loan, respectively. The related weighted average interest rate was 5.25% for both years ended December 31, 2023 and 2022.

The fair value of the Ag Loan was estimated using quoted prices for similar liabilities in inactive markets, a Level 2 classification in the fair value hierarchy, and was based on the aggregate principal amount outstanding. As of December 31, 2022, the fair value of the Ag Loan was $40.5 million.

The following table summarizes the Company’s debt obligations as of December 31, 2023. Estimated future payments for the debt based on the amount outstanding are shown below:

	As of December 31,
	2024		2025		2026		2027		2028		Total
Term loan	$	20,000	$	20,000	$	20,000	$	35,000	$	—	$	95,000
Revolving credit facility		—		—		—		35,000		—		35,000
Other		339		84		71		—		—		494
Total debt	$	20,339	$	20,084	$	20,071	$	70,000	$	—	$	130,494

9. Member’s Equity

As provided for in the LLC Agreement, the Sole Member holds 100% of the limited liability company interests of the Company. The Sole Member’s limited liability company interests are generally consistent with ordinary equity ownership interests.

Distributions (including liquidating distributions) are to be made to the Sole Member at a time to be determined by the board of managers of WB NDB. There are no restrictions on distributions, provided the Company is in compliance with its financial covenants as set forth under the Credit Facilities. The Sole Member’s equity account will be adjusted for distributions paid to the member and additional capital contributions that are made by the Sole Member. All revenues, costs and expenses of the Company are allocated to the Sole Member in accordance with the LLC Agreement.

10. Share-Based Compensation

The Company accounts for share-based compensation expense for Incentive Units granted in exchange for employee services. Our management and employees currently participate in one equity-based incentive plan, managed by WB NDB. The Incentive Units consist of time-based awards of profits interest in WB NDB, and the WB NDB LLC Agreement authorizes the issuance of 10,000 Incentive Units. As of December 31, 2023 and 2022, there were 9,992 and 5,378 Incentive Units issued and outstanding, respectively.

The Incentive Units represent a substantive class of equity of WB NDB and are accounted for under ASC 718. Features of the Incentive Units include the ability for WB NDB to repurchase Incentive Units during a 180-day option period, whereby the fair value price is determined as of the termination date, not the repurchase date, which temporarily takes away the rights and risks and rewards of ownership from the Incentive Unit holder during the option period. Under ASC 718, a feature for which the employee could bear the risks, but not gain the rewards, normally associated with equity ownership requires liability classification. WB NDB classifies the Incentive Units as liability awards. The liability related to the Incentive Units is recognized at WB NDB as this entity is the party responsible for satisfying the obligation. Share-based compensation income or expense pushed down to the Company is recognized as a deemed non-cash contribution to or distribution from member’s equity in the consolidated balance sheets. The

F-39

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

share-based compensation income or expense is recognized consistent with WB NDB’s classification of a liability award resulting in the initial measurement, and subsequent remeasurements, recognized ratably over the vesting period.

At each reporting period, WB NDB’s Incentive Unit liability is remeasured at fair value, consistent with liability award accounting, using a Monte Carlo Simulation. The Monte Carlo Simulation requires judgment in developing assumptions, which involve numerous variables. These variables include, but are not limited to, the expected unit price volatility over the term of the awards, the expected dividend yield and the expected life of Incentive Unit vesting. The vested portion of WB NDB’s Incentive Unit liability is allocated pro rata to the Company, and other WB NDB operating subsidiaries, as share-based compensation income or expense in the consolidated statements of operations. The allocation is based on the Company’s share of the aggregate equity value derived in WB NDB’s business enterprise valuation. Unvested Incentive Units are subject to accelerated vesting if there is a change in control (as defined in the award agreements). Unvested Incentive Units are also subject to accelerated vesting or forfeiture in certain circumstances as set forth in the award agreements and 1/3 of all vested Incentive Units are subject to forfeiture if an Incentive Unit holder is terminated for cause. Upon termination for any reason, WB NDB has the right to purchase all vested Incentive Units of the terminated Incentive Unit holder for a period of 180 days at the fair market value on the date the Incentive Unit holder’s employment ended. Forfeitures are accounted for upon occurrence. Forfeitures do not return equity value to the Company, rather value is returned to the Incentive Unit pool and allocated among remaining Incentive Unit holders.

All Incentive Units are subject to time-based vesting, and vest to the participant over the course of the vesting period at the fair value of the vested grants at each reporting date.

The weighted average fair value of the Incentive Units is estimated using a Monte Carlo Simulation with the following inputs:

	December 31, 2023			December 31, 2022
Estimated equity value		$811,521		$	782,958
Expected life (in years)		2.8			0.8
Risk-free interest rate		4.0	%		4.6	%
Dividend yield		0	%		0	%
Volatility		42.0	%		28.0	%
Marketability discount		24.0% - 26.0	%		15.0	%

The number of Incentive Units granted and forfeited during the years ended December 31, 2023 and 2022 is shown in the following table:

Outstanding at January 1, 2022	5,452
Granted	—
Forfeited	(74	)
Outstanding at December 31, 2022	5,378
Granted	4,647
Forfeited	(33	)
Outstanding at December 31, 2023	9,992

The grant date fair value of the Incentive Units granted attributable to the Company was $8.6 million as of December 31, 2023. The aggregate fair value of the Incentive Units attributable to the Company as of

F-40

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

December 31, 2023 and 2022 was $35.9 million ($3,351 -$3,798 per unit) and $46.8 million ($8,707 per unit), respectively.

Changes in the allocated vested and unvested fair value of the Incentive Units for the years ended December 31, 2023 and 2022 were as follows:

Balance January 1, 2022	$	7,161
Remeasurements		39,666
Balance December 31, 2022	$	46,827
Remeasurements		(10,954	)
Balance December 31, 2023	$	35,873

The cumulative vested value of the Incentive Units allocated to the Company was $22.9 million and $40.1 million as of December 31, 2023 and 2022, respectively. The Company recognized income of $17.2 million and expense of $36.4 million in share-based compensation during the years ended December 31, 2023 and 2022, respectively, on the statements of operations. For the year ended December 31, 2023 the remaining unrecognized compensation expense for the Incentive Units was $13.0 million and the weighted average remaining vesting period was approximately 2.5 years. For the year ended December 31, 2022 the remaining unrecognized compensation expense for the Incentive Units was $6.7 million and the weighted average remaining vesting period was approximately 0.5 years.

There were no departures resulting in accelerated vesting during 2023 or 2022.

Employee Benefit Plan

WaterBridge Management Company LLC, an affiliate of the Company, sponsors a defined contribution plan available to all eligible employees. Qualifying participants receive a matching contribution based on the amount participants contribute to the plan up to 7% of their qualifying compensation. Contributions of an immaterial amount were made during the years ended December 31, 2023 and 2022.

11. Related Party Transactions

	Financial Statements Location	December 31, 2023		December 31, 2022
Revenues - Related Party
Affiliate access agreements	Easements and other surface-related revenues	$	4,249	$	1,752
Affiliate access agreements	Surface use royalties		5,436		1,396
Affiliate access agreements	Resource sales		1,785		223
Accounts Receivable - Related Party
Affiliate access agreements	Related party receivable	$	1,037	$	403
Shared services agreement	Related party receivable		—		21
Accounts Payable - Related Party
Shared services agreement	Related party payable	$	453	$	578

Shared Services Agreement

The Company has a services agreement with certain affiliates consisting of WB NDB, WaterBridge Holdings LLC and its subsidiaries, WaterBridge NDB Operating LLC and its subsidiaries, and Desert

F-41

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

Environmental LLC and its subsidiaries, pursuant to which it receives common management and general, administrative, overhead, and operating services in support of the Company’s operations and development activities. The Company is required to reimburse all fees incurred by it that are necessary to perform services under the agreement. For shared services, the basis of allocation is an approximation of time spent on activities supporting the Company. For shared costs paid on behalf the Company, the costs are directly allocated to it based on its pro rata share of the expenses. For the years ended December 31, 2023 and 2022, the Company paid approximately $5 million and $5 million for the shared services and direct cost reimbursements, respectively.

Affiliate Facility Access Agreements

The Company is party to facility access and surface use agreements with certain affiliates. Under these agreements, the Company has granted the affiliates with certain rights to construct, operate and maintain water and reclamation facilities in the ordinary course of business. These agreements include a standard fee schedule and provision for specified surface use activities. The agreements also include a provision for royalties related to certain specified activities.

Equity Sponsor Services Agreement

Five Point Energy LLC (“FPE”), an affiliate of Five Point Energy Fund I LP and Five Point Energy Fund II LP and controlling member, invoices the Company, and the Company reimburses FPE in cash, for expenses associated with the Company’s use of geographic information system (“GIS”) and certain legal services provided by FPE. The reimbursement includes allocated FPE personnel costs and third-party software and hardware expenses and is determined based on the Company’s use of FPE’s total services for such period. For the years ended December 31, 2023 and 2022, the GIS and legal services reimbursement totaled $0.2 million and $0.1 million, respectively. As of December 31, 2023 and 2022, the Company had an immaterial amount due to these entities.

12. Commitments and Contingencies

Subordination payments

In connection with the October 2021 business acquisition of Hanging H Ranch, Inc., the Company agreed to pay one of the sellers $5.0 million as additional consideration over the next ten years on each anniversary of closing, beginning with the first payment due on October 14, 2022, and in exchange for the additional consideration, such seller agreed to subordinate its rights under a grazing lease to the rights of the lender under the Ag Loan. In conjunction with the retirement of the Ag Loan, the sellers rights under the grazing lease are no longer subordinated. As of December 31, 2023, $0.5 million and $2.6 million was reflected within other current liabilities and other long-term liabilities, respectively, on the consolidated balance sheet. As of December 31, 2022, $0.5 million and $2.9 million was reflected within other current liabilities and other long-term liabilities, respectively, on the consolidated balance sheet. These amounts represent the present value of the total $5.0 million in additional consideration.

Litigation

The Company records liabilities related to litigation and other legal proceedings when they are either known or considered probable and can be reasonably estimated. Legal proceedings are inherently unpredictable and subject to significant uncertainties, and significant judgment is required to determine both probability and the estimated amount. As a result of these uncertainties, any liabilities recorded are based on the best

F-42

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

information available at the time. As any new information becomes available, the Company reassesses the potential liability related to pending litigation. As of December 31, 2023 and 2022, the Company did not record any liabilities related to any legal matters.

13. Subsequent Events

The Company has evaluated subsequent events from the date of the balance sheet through May 6, 2024, the date the Financial Statements were available to be issued and determined there are no subsequent events to report outside of the below:

On February 1, 2024 the Company entered into a purchase agreement to acquire a ranch from a private third-party seller, consisting of approximately 103,000 fee surface acres in the Stateline region of the Delaware Basin, together with associated surface use contracts and certain produced water and brackish water supply assets. The Company and its affiliate, WB NDB, intend to enter into a partial assignment and assumption agreement, pursuant to which the Company will assign its rights to acquire the produced water

and brackish supply water assets to WB NDB prior to closing and the Company will fund $360 million upon closing to acquire the fee surface acreage and associated surface use contracts, inclusive of $26.3 million previously deposited by the Company in escrow which will be applied to the Company’s portion of the purchase price upon closing. The deposit is non-refundable as of the date of issuance of these financial statements subject to closing by the seller. The acquisition remains subject to customary closing conditions and is expected to close in the second quarter of 2024.

On February 22, 2024 the Company entered into a purchase agreement to acquire the Speed Ranch from a private third-party seller, consisting of approximately 34,000 fee surface acres in Lea County, New Mexico and Andrews County, Texas, for total consideration of $41.8 million, subject to certain closing adjustments. In accordance with the purchase agreement, the Company deposited approximately $2.1 million in escrow to be applied to the purchase price upon closing. The deposit is non-refundable as of the date of issuance of these financial statements subject to closing by the seller. The acquisition remains subject to customary closing conditions and is expected to close in the second quarter of 2024.

On March 18, 2024 the Company acquired approximately 11,000 acres of land from a private third-party seller in Lea County, New Mexico for total purchase consideration of $26.1 million. The Company funded the total purchase consideration with a $10.1 million draw on our existing revolving credit facility and $16.0 million of cash on hand.

14. Supplemental Oil and Gas Information (Unaudited)

The Company’s oil and natural gas reserves are attributable solely to properties within the United States, specifically in the Permian Basin.

F-43

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

Capitalized Oil and Natural Gas Costs

Aggregate capitalized costs related to oil and natural gas production activities with applicable accumulated depletion are as follows:

	December 31, 2023			December 31, 2022
	(in thousands)
Oil and natural gas interests:
Proved	$	36,054		$	35,647
Unproved		3,057			3,464
Total oil and natural gas interests		39,111			39,111
Accumulated depletion		(7,157	)		(3,107	)
Net oil and natural gas interests capitalized	$	31,954		$	36,004

Costs Incurred in Oil and Natural Gas Activities

The Company did not incur any oil and natural gas property acquisition, exploration or development activities during the years ended December 31, 2023 and 2022.

Results of Operations from Oil and Natural Gas Producing Activities

The following table sets forth the revenues and expenses related to the production and sale of oil and natural gas activities. It does not include any interest costs or general and administrative costs and therefore, is not necessarily indicative of the net operating results of the Company’s oil and natural gas activities.

	December 31, 2023		December 31, 2022
	(in thousands)
Oil and gas royalties	$	20,743	$	18,286
Severance and ad valorem taxes		(1,159)		(1,277)
Transportation, processing and other		(86)		(3)
Depletion		(4,050)		(2,692)
Results of operations from oil and gas producing activities	$	15,448	$	14,314

The reserves at December 31, 2023 and 2022 presented below were prepared by W.D. Von Gonten & Co, whose reports as of those dates are filed as exhibits to the registration statement of which these Financial Statements are a part. Estimates of proved reserves are inherently imprecise and are continually subject to revision based on production history, price changes and other factors. The reserves are located in the Delaware Basin across Loving, Reeves and Pecos Counties in Texas.

Guidelines indicated in FASB ASC Topic 932 Extractive Industries - Oil and Gas (“ASC 932”) have been followed for computing a standardized measure of future net cash flows and changes therein related to estimated proved reserves. Future cash inflows and future production costs are determined by applying prices and costs, including quality and basis differentials, to the period-end estimated quantities of oil and natural gas to be produced in the future. The resulting future net cash flows are reduced to present value amounts by applying a ten percent annual discount factor. Future production costs are determined based on estimates of expenditures to be incurred in producing the proved oil and gas reserves in place at the end of the period using period-end costs and assuming continuation of existing economic conditions.

F-44

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

The assumptions used to compute the standardized measure are those prescribed by the FASB and the Securities and Exchange Commission (“SEC”). These assumptions do not necessarily reflect management’s expectations of actual revenues to be derived from those reserves, nor their present value. The limitations inherent in the reserve quantity estimation process, as discussed previously, are equally applicable to the standardized measure computations since these reserve quantity estimates are the basis for the valuation process. Reserve estimates are inherently imprecise and estimates of new discoveries and undeveloped locations are more imprecise than estimates of established proved producing oil and gas properties. Accordingly, these estimates are expected to change as future information becomes available.

Analysis of Changes in Proved Reserves

The following table sets forth information regarding the Company’s net ownership interest in estimated quantities of proved developed and undeveloped oil and natural gas quantities and the changes therein for the period presented:

	Oil (MBbls)			Natural Gas (MMcf)			Natural Gas Liquids (MBbls)			Total (MBOE)
Net Proved Reserves as of January 1, 2022		1,482			4,463			297			2,523
Revisions of previous estimates (1)		(23	)		(175	)		(14	)		(66	)
Extensions, discoveries and other additions (2)		462			1,122			72			721
Production		(145	)		(438	)		(24	)		(242	)
Net Proved Reserves as of December 31, 2022		1,776			4,972			331			2,936
Revisions of previous estimates (1)		(80	)		(11	)		10			(71	)
Extensions, discoveries and other additions (2)		225			967			71			457
Production		(225	)		(693	)		(68	)		(409	)
Net Proved Reserves as of December 31, 2023		1,696			5,235			344			2,913
Net Proved Developed Reserves
January 1, 2022		433			1,128			75			696
December 31, 2022		622			1,821			121			1,047
December 31, 2023		809			2,957			193			1,495
Net Proved Undeveloped Reserves
January 1, 2022		1,049			3,335			222			1,827
December 31, 2022		1,154			3,151			210			1,889
December 31, 2023		887			2,278			151			1,418

⁽¹⁾ Revisions of previous estimates include technical revisions due to changes in commodity prices, historical and projected performance and other factors.

⁽²⁾  Extensions and other additions were from conversions of unproved reserves to proved developed reserves due to additional drilling activity. These extensions include 421 MBOE and zero MBOE that are additions to proved undeveloped reserves for 2022 and 2023, respectively.

Changes in proved reserves that occurred during the year ended December 31, 2022 were primarily due to:

• negative revisions of previous estimates of approximately 66 Mboe. 102 MBoe decrease was due to reclassification of three gross well locations to non-proved due to modified operator development and 69 Mboe decrease due to changes in projected performance partially offset by 105 Mboe increase due to changes in commodity prices; and

F-45

DBR Land Holdings LLC and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

• well additions, extensions and discoveries of approximately 721 Mboe. 721 Mboe was added as proved over twenty-two gross well locations based on increased operator drilling activity.

Changes in proved reserves that occurred during the year ended December 31, 2023 were primarily due to:

• negative revisions of approximately 71 Mboe. 97 Mboe decrease due to changes in commodity prices offset by 26 Mboe due to changes in projected well performance; and

• well additions, extensions and discoveries of approximately 457 Mboe. 457 Mboe was added as proved over fourteen gross well locations based on increased operator drilling activity.

Standardized Measure of Discounted Future Net Cash Flows

Future cash inflows represent expected revenues from production of period-end quantities of proved reserves based on the 12-month unweighted first-day-of-the-month commodity prices for the period presented. All prices are adjusted for quality, energy content and regional price differentials. Future cash inflows are computed by applying applicable prices relating to the Company’s proved reserves to the year-end quantities of those reserves.

The following table sets forth the future net cash flows related to proved oil and gas reserves based on the standardized measure prescribed in ASC 932:

	December 31, 2023			December 31, 2022
	(in thousands)
Future cash inflows	$	146,605		$	197,411
Future production costs		(9,745	)		(13,174	)
Future income tax expense		(1,026	)		(1,382	)
Future net cash flows (undiscounted)		135,834			182,855
Annual discount 10% for estimated timing		(61,055	)		(88,709	)
Total	$	74,779		$	94,146

The primary sources of change in the standardized measure of discounted future net cash flows are as follows:

	December 31, 2023			December 31, 2022
	(in thousands)
Standardized measure, beginning of period	$	94,146		$	54,160
Sales, net of production costs		(19,498	)		(17,006	)
Net changes in prices and production costs related to future production		(20,475	)		31,403
Extensions, discoveries and improved recovery, net of future production costs		15,419			19,627
Revisions of previous quantity estimates, net of related costs		(1,836	)		(1,216	)
Net change in income taxes		158			(745	)
Accretion of discount		7,169			5,357
Changes in timing and other		(304	)		2,566
Net (decrease) increase in standardized measures		(19,367	)		39,986
Standardized measure, end of period	$	74,779		$	94,146

F-46

DBR Land Holdings LLC and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(in thousands)

	March 31,		December 31,
	2024		2023
Current assets:
Cash and cash equivalents	$	8,892	$	37,823
Accounts receivable, net		8,452		12,383
Related party receivable		1,347		1,037
Prepaid expenses and other current assets		685		1,035
Total current assets		19,376		52,278
Non-current assets:
Property, plant and equipment, net		256,612		203,018
Intangible assets, net		28,611		28,642
Other assets		5,758		5,011
Total non-current assets		290,981		236,671
Total assets	$	310,357	$	288,949
Liabilities and member’s equity
Current liabilities:
Accounts payable	$	545	$	200
Related party payable		433		453
Accrued liabilities		4,343		4,945
Current portion of long-term debt		20,245		20,339
Other current liabilities		1,218		1,163
Total current liabilities		26,784		27,100
Non-current liabilities:
Long-term debt		118,452		108,343
Other long-term liabilities		2,788		2,759
Total non-current liabilities		121,240		111,102
Total liabilities		148,024		138,202
Commitments and contingencies (Note 9)
Member’s equity		162,333		150,747
Total liabilities and member’s equity	$	310,357	$	288,949

See accompanying notes to the unaudited condensed consolidated financial statements

F-47

DBR Land Holdings LLC and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(in thousands)

	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
Revenues:
Oil and gas royalties	$	4,185		$	3,591
Resource sales		3,415			5,316
Resource sales - Related party (Note 8)		93			1,084
Easements and other surface-related revenues		4,754			1,472
Easements and other surface-related revenues - Related party (Note 8)		383			582
Surface use royalties		1,598			1,392
Surface use royalties - Related party (Note 8)		2,607			879
Resource royalties		1,979			1,570
Total revenues		19,014			15,886
Resource sales-related expense		673			1,080
Other operating and maintenance expense		517			504
General and administrative expense		2,159			12,418
Depreciation, depletion, amortization and accretion		2,145			1,725
Operating income		13,520			159
Interest expense, net		2,884			718
Other income		(241	)		(15	)
Income (loss) from operations before taxes		10,877			(544	)
Income tax expense		101			103
Net income (loss)	$	10,776		$	(647	)

See accompanying notes to the unaudited condensed consolidated financial statements

F-48

DBR Land Holdings LLC and Subsidiaries

Unaudited Condensed Consolidated Statements of Member’s Equity

(in thousands)

	Total Member’s Equity
Balance at January 1, 2024	$	150,747
Distribution to member		—
Deemed non-cash capital contributions		810
Net income		10,776
Balance at March 31, 2024	$	162,333
	Total Member’s Equity
Balance at January 1, 2023	$	209,959
Distribution to member		(13,000	)
Deemed non-cash capital contributions		11,235
Net loss		(647	)
Balance at March 31, 2023	$	207,547

See accompanying notes to the unaudited condensed consolidated financial statements

F-49

DBR Land Holdings LLC and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
Cash flows from operating activities
Net income (loss)	$	10,776		$	(647	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion		2,145			1,725
Amortization of deferred financing fees		65			—
Amortization of debt issuance costs		129			—
Share-based compensation		810			11,235
Other		—			(22	)
Changes in operating assets and liabilities:
Accounts receivable		3,931			1,140
Related party receivable		(310	)		(1,394	)
Prepaid expenses and other assets		323			68
Accounts payable		407			453
Related party payable		(20	)		(187	)
Other current liabilities		(1,041	)		(466	)
Net cash provided by operating activities		17,215			11,905
Cash flows from investing activities
Acquisitions		(55,072	)		—
Capital expenditures		(89	)		(1,620	)
Proceeds from disposal of assets		—			11
Net cash used in investing activities		(55,161	)		(1,609	)
Cash flows from financing activities
Distributions to member		—			(13,000	)
Proceeds from revolver		15,000			—
Repayments on term loan		(5,000	)		(1,625	)
Other financing activities, net		(115	)		(6	)
Deferred offering costs		(870	)		—
Net cash provided by (used in) financing activities		9,015			(14,631	)
Net decrease in cash and cash equivalents		(28,931	)		(4,335	)
Cash and cash equivalents and restricted cash - beginning of period		37,823			25,351
Cash and cash equivalents - end of period	$	8,892		$	21,016

See accompanying notes to the unaudited condensed consolidated financial statements

F-50

DBR Land Holdings LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

1. Organization and Nature of Operations

DBR Land Holdings LLC (“Holdings” and, together with its subsidiaries, the “Company,” “we,” “our” and “us”) was formed in September 2021. WaterBridge NDB LLC (“WB NDB” or the “Sole Member”) is the sole member of the Company. The Company is governed by a Limited Liability Company Agreement, dated September 20, 2021 (the “LLC Agreement”).

On October 15, 2021, the Company acquired 100% of the outstanding capital stock of Hanging H Ranch, Inc. Immediately following the acquisition, Hanging H Ranch, Inc. merged with one of its wholly-owned subsidiaries and the surviving entity was named Delaware Basin Ranches Inc. (“DBR Inc.”).

On January 1, 2022, DBR REIT LLC (“DBR REIT”), a wholly-owned subsidiary of the Company and the parent company of DBR Inc., elected to be taxed as a real estate investment trust (“REIT”) under federal income tax laws. DBR REIT qualifies as a REIT under the applicable requirements of the Internal Revenue Code of 1986, as amended (“IRC”). A REIT is a pass-through entity. There is no tax imposed at the REIT level 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.

The Company owns surface acreage and oil and natural gas mineral interests in the Delaware Basin across Loving, Reeves and Pecos Counties in Texas and surface acreage in Eddy County in New Mexico.

The Company generates revenues primarily from use of its surface acreage, the sale of resources from its 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 interest, brackish water wells and ponds and related facilities.

The Company is headquartered in Houston, 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 accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflects 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, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company’s annual audited financial statements and accompanying notes for the year ended December 31, 2023. All dollar amounts in the Financial Statements and tables in the notes are stated in thousands of dollars unless otherwise indicated.

Results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations that will be realized for the year ended December 31, 2024.

All of the Company’s subsidiaries are wholly owned, either directly or indirectly through wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. There were no variable interest entities for any periods presented herein.

Basic and diluted net income per common unit holder is not presented since the ownership structure of the Company is not a common unit of ownership.

F-51

DBR Land Holdings LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

Use of Estimates

The preparation of the Financial Statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Financial Statements and accompanying notes.

The Company evaluates its estimates and related assumptions regularly, including those related to the fair value measurements of assets acquired and liabilities assumed in a business combination, the collectability of accounts receivable, the assessment of recoverability and useful lives of long-lived assets, including property, plant and equipment, intangible assets, and the valuation of share-based compensation. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from such estimates.

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:

• 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 Company’s financial instruments consist primarily of accounts receivable and accounts payable. The carrying value of the Company’s accounts receivable and accounts payable 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 they are 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.

Recurring fair value measurements are performed for management incentive units, as disclosed in Note 7 – Share-Based Compensation.

During the three months ended March 31, 2024 and 2023, there were no transfers between the fair value hierarchy levels.

Intangible Assets

Our intangible assets with definite useful lives include water rights and surface use agreements. The amounts are presented at the Company’s cost basis. Such intangible assets with definite lives are amortized on a straight-line basis and assume no residual value.

On March 18, 2024, the Company acquired a surface use agreement as part of an asset acquisition to purchase land in Lea County, New Mexico. The purchase consideration attributable to the surface use agreement was approximately $0.5 million, which will be amortized over a term of 30 years. Refer to Note 3 - Asset Acquisitions for further information regarding the transaction.

F-52

DBR Land Holdings LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

Deferred Offering Costs

Deferred offering costs consist of initial public offering (“IPO”) costs, related to underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the proposed offering. These costs will be offset against proceeds in the periods following the consummation of the proposed offering. As of March 31, 2024 and December 31, 2023, the Company had $4.5 million and $3.7 million of deferred offering costs included in other assets on the condensed consolidated balance sheets, respectively, of which $1.9 million and $2.0 million were accrued as of the periods presented.

Asset Acquisitions

We record asset acquisitions using the cost accumulation model. Under the cost accumulation model of accounting, the cost of the acquisition, including certain transaction costs, are allocated to the assets acquired using relative fair values.

Share-Based Compensation

The Company accounts for share-based compensation expense for incentive units granted in exchange for employee services. Our management and employees currently participate in one equity-based incentive unit plan, managed by WB NDB, the direct parent of the Company. The management incentive units consist of time-based awards of profits interests in WB NDB (the “Incentive Units”), and the Amended and Restated Limited Liability Company Agreement of WB NDB (the “WB NDB LLC Agreement”) authorizes the issuance of 10,000 Incentive Units.

The Incentive Units represent a substantive class of equity of WB NDB and are accounted for under Financial Accounting Standards Board (“FASB”) ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). Features of the Incentive Units include the ability for WB NDB to repurchase Incentive Units during a 180-day option period, whereby the fair value price is determined as of the termination date, not the repurchase date, which temporarily takes away the rights and risks and rewards of ownership from the Incentive Unit holder during the option period. Under ASC 718, a feature for which the employee could bear the risks, but not gain the rewards, normally associated with equity ownership requires liability classification. WB NDB classifies the Incentive Units as liability awards. The liability related to the Incentive Units is recognized at WB NDB as the entity responsible for satisfying the obligation. Share-based compensation income or expense pushed down to the Company is recognized as a deemed non-cash contribution to or distribution from member’s equity on the condensed consolidated balance sheets. The share-based compensation income or expense is recognized consistent with WB NDB’s classification of a liability award resulting in the initial measurement, and subsequent remeasurements, recognized ratably over the vesting period.

Value within each Incentive Unit pool is allocated among Incentive Unit holders via a distribution waterfall. The units with the lowest threshold value within the pool will be allocated value first. Once the value of the units with the lowest threshold value reaches the next lowest threshold value, the lowest threshold value units will cease earning value. The next lowest threshold value Incentive Units then receive value until its value is equal to its own threshold value (the “Catch-Up Mechanics”). At this point, both the lowest and second lowest threshold value units have a value equal to the second lowest threshold value. Both groups of units continue to earn value until this value is equal to the third lowest threshold value, when the Catch-Up Mechanics are applied. When all Incentive Units have earned value up to the highest threshold value, all Incentive Units will earn value pro rata based on the total number of units issued thereafter.

At each reporting period, WB NDB’s Incentive Units is remeasured at their fair value, consistent with liability award accounting, using a Monte Carlo Simulation. The Monte Carlo Simulation requires judgment

F-53

DBR Land Holdings LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

in developing assumptions, which involve numerous variables. These variables include, but are not limited to, the expected unit price volatility over the term of the awards, the expected distribution yield and the expected life of Incentive Unit vesting. The vested portion of WB NDB’s Incentive Unit liability is allocated pro rata to the Company, and other WB NDB operating subsidiaries, as share-based compensation income or expense on the consolidated statements of operations. The allocation is based on the Company’s share of the aggregate equity value derived in WB NDB’s business enterprise valuation.

The Company updates its assumptions each reporting period based on new developments and adjusts such amounts to fair value based on revised assumptions, if applicable, over the vesting period. For the three months ended March 31, 2024 and 2023, the fair values of the Incentive Units were estimated using various assumptions as discussed in Note 7 – Share-Based Compensation. The fair value measurement is based on significant inputs not observable in the market, and thus represents Level 3 inputs within the fair value hierarchy.

The risk-free rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of each award and updated at each balance sheet date for the time period approximating the expected term of such award. The expected distribution yield is based on no previously paid distributions and no intention of paying distributions on the Incentive Units for the foreseeable future.

Due to the Company not having sufficient historical volatility, the Company uses the historical volatilities of publicly traded companies that are similar to the Company in size, stage of life cycle and financial leverage. The Company will continue to use this peer group of companies unless a situation arises within the group that would require evaluation of which publicly traded companies are included or once sufficient data is available to use the Company’s own historical volatility. For criteria dependent upon a change in control, the Company will not recognize any incremental expense until the event occurs. Differences between actual results and such estimates could have a material effect on the Financial Statements.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280). This guidance requires a public entity, including entities with single reportable segment, to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. We plan to adopt this guidance and conform with the applicable disclosures retrospectively when it becomes mandatorily effective for our annual report for the year ending December 31, 2024.

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 conform with the disclosure requirements when it becomes mandatorily effective for our annual report for the year ending December 31, 2025.

3. Asset Acquisition

On March 18, 2024 the Company acquired approximately 11,000 acres of land in Lea County, New Mexico for total purchase consideration of $26.2 million, inclusive of $0.2 million in transaction costs.

F-54

DBR Land Holdings LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

4. Property, Plant and Equipment

As of March 31, 2024 and December 31, 2023, property, plant and equipment, net of accumulated depreciation consisted of the following:

	March 31, 2024			December 31, 2023
Oil and natural gas properties
Proved	$	36,054		$	36,054
Unproved		3,057			3,057
Total oil and natural gas properties		39,111			39,111
Land and land improvements		183,449			157,737
Water wells, pipelines, facilities, ponds and related equipment		15,132			15,132
Buildings, vehicles, equipment, furniture and other		2,594			2,594
Acquisition deposits and related costs (Note 10)		29,388			—
Construction in progress		50			—
		269,724			214,574
Less: accumulated depreciation and depletion		(13,112	)		(11,556	)
Total property, plant and equipment, net	$	256,612		$	203,018

Depreciation and depletion expense was $1.6 million and $1.1 million for the three months ended March 31, 2024 and 2023, respectively.

5. Income Taxes

DBR REIT made an election to be taxed as a REIT, effective January 1, 2022. As a REIT, DBR REIT generally will not be subject to U.S. federal income tax to the extent it distributes qualifying dividends to its stockholders. If DBR REIT fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service (“IRS”) grants DBR REIT relief under certain statutory provisions.

The Company is subject to Texas margin taxes. The Company estimates its state tax liability utilizing management estimates related to the deductibility of certain expenses and other factors. The Company recorded $0.1 million and $0.4 million related to its Texas margin tax liability as of March 31, 2024 and December 31, 2023 respectively, and is included within other current liabilities on the condensed consolidated balance sheets.

F-55

DBR Land Holdings LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

6. Debt

As of March 31, 2024 and December 31, 2023, our debt consisted of the following:

	March 31, 2024			December 31, 2023
Term loan	$	90,000		$	95,000
Revolving credit facility		50,000			35,000
Other		379			494
Total debt		140,379			130,494
Current portion of long-term debt		(20,245	)		(20,339	)
Unamortized debt issuance costs		(1,682	)		(1,812	)
Total long-term debt	$	118,452		$	108,343

Credit Facilities

On July 3, 2023, the Company entered into (i) a four-year $100.0 million term loan (the “Term Loan”), and (ii) a four-year $50.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”). Upon the closing of the Credit Facilities, the Ag Loan was terminated.

The Credit Facilities include certain affirmative and restrictive covenants common in such agreements that apply to the Company. The Company was in compliance with these covenants as of March 31, 2024.

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

The principal amount of the Term Loan and principal amounts borrowed under the Revolving Credit Facility accrue interest at either the Term Secured Overnight Financing Rate (“Term SOFR”) or the Base Rate, as elected by the Company. Interest on all outstanding SOFR Loans shall be payable on the last day of each interest period. Interest on all outstanding Base Rate Loans shall be payable on the first day of each calendar quarter.

Term Loan

Debt issuance costs associated with the Term Loan consist of fees incurred to secure the financing and are amortized over the life of the loan using the effective interest method. The amortization of these costs totaled $0.1 million for the three months ended March 31, 2024, which are included in interest expense, net in the condensed consolidated statements of operations. Net debt issuance costs of $1.7 million and $1.8 million associated with the Term Loan as of March 31, 2024 and December 31, 2023, respectively, are reported as a direct deduction from the carrying amount of the related long-term debt.

For the three months ended March 31, 2024, the Company incurred $1.9 million of interest expense related to the Term Loan and the related weighted average interest rate was 8.45%. There was no related interest expense incurred as of March 31, 2023, as the Term Loan was entered into on July 3, 2023. The accrued interest payable related to the Term Loan was $0.5 million and $1.2 million as of March 31, 2024 and December 31, 2023, respectively.

Revolving Credit Facility

The Revolving Credit Facility provides for incremental borrowings up to the revolving commitment of $50.0 million at closing. It also includes an incremental revolving commitment that permits the Company to

F-56

DBR Land Holdings LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

increase the aggregate amount of the Revolving Credit Facility, subject to the increasing lenders’ willingness to participate and other customary terms and conditions, by an amount not to exceed the sum of (i) $50.0 million plus (ii) the amount of any prior repayments of the Term Loan Facility (up to $50.0 million). The Revolving Credit Facility provides availability for the issuance of letters of credit on the Company’s behalf in an aggregate amount not to exceed $5.0 million.

Principal amounts borrowed under the Revolving Credit Facility 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.

The Company also pays a commitment fee to each lender quarterly in arrears on the daily average unused amount of the commitment of such lender under the Revolving Credit Facility.

Debt issuance costs associated with the Company’s Revolving Credit Facility consist of fees incurred to secure the financing and are amortized over the life of the loan using the effective interest method. The amortization of these costs totaled $0.1 million for the three months ended March 31, 2024, which is included in interest expense, net in the condensed consolidated statements of operations. Short-term debt issuance costs of $0.3 million associated with the Revolving Credit Facility as of both March 31, 2024 and December 31, 2023, are deferred and presented in prepaid expenses and other current assets on the condensed consolidated balance sheets. Long-term debt issuance costs of $0.6 million associated with the Revolving Credit Facility as of both March 31, 2024 and December 31, 2023, are deferred and presented in other assets on the condensed consolidated balance sheets.

For the three months ended March 31, 2024, the Company incurred $0.8 million of interest expense and commitment fees related to the Revolving Credit Facility and the related weighted average interest rate was 8.59%. There was no related interest expense incurred as of March 31, 2023, as the Revolving Credit Facility was entered into on July 3, 2023. The accrued interest payable related to the Revolving Credit Facility was $0.3 million as of March 31, 2024 and December 31, 2023.

Ag Loan

On October 14, 2021, the Company entered into a seven-year $65.0 million credit agreement (the “Ag Loan”) with Capital Farm Credit, ACA, as agent for a federal land credit association (the “Lender”). The Ag Loan was secured by a perfected first-lien security interest in substantially all assets of DBR Inc. (as successor to Hanging H Ranch, Inc.) and its subsidiaries and DBR Desert LLC, the equity interest in DBR REIT LLC (f/k/a NDB Ranch Holdings LLC) held by DBR Land LLC (f/k/a NDB Land LLC), and the equity interest in DBR Inc. held by DBR REIT LLC. The Ag Loan was also guaranteed by DBR REIT LLC, DBR Land LLC and DBR Desert LLC.

The Ag Loan included certain affirmative and restrictive covenants common in such agreements that apply to the Company and the guarantors, including a minimum fixed charge coverage ratio of 1.25:1.00 and a maximum debt to tangible net worth ratio of 0.45:1:00, in each case tested as of the end of each fiscal quarter. The Company was required to make scheduled monthly payments on the outstanding principal amount for the term of the Ag Loan at an annual interest rate of 5.25%, with all remaining outstanding amounts due and payable on the scheduled maturity date, October 1, 2028.

The Ag Loan was terminated on July 3, 2023 in connection with the closing of the Credit Facilities.

For the three months ended March 31, 2023, the Company incurred $0.7 million of interest expense related to the Ag Loan. The related weighted average interest rate was 5.25% for the three months ended March 31, 2023.

F-57

DBR Land Holdings LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

7.  Share-Based Compensation

The Company accounts for share-based compensation expense for incentive units granted in exchange for employee services. Our management and employees currently participate in one equity-based incentive unit plan, managed by WB NDB. The management incentive units consist of time-based awards of profits interest in WB NDB (the “Incentive Units”), and the Amended and Restated Limited Liability Company Agreement of WB NDB authorizes the issuance of 10,000 Incentive Units.

The weighted average fair value of the Incentive Units is estimated using a Monte Carlo Simulation with the following inputs:

	March 31, 2024			March 31, 2023
Estimated equity value	$	805,656		$	927,340
Expected life (in years)		2.7			0.8
Risk-free interest rate		4.4	%		4.7	%
Dividend yield		0	%		0	%
Volatility		40.4	%		24.0	%
Marketability discount		23.0% -25.0	%		12.0	%

The number of Incentive Units granted and forfeited for the three months ended March 31, 2024 and 2023 is shown in the following table:

	March 31, 2024			March 31, 2023
Outstanding at beginning of period		9,992			5,378
Granted		—			—
Forfeited		(54	)		—
Outstanding at end of period		9,938			5,378

As of March 31, 2024 and 2023, the aggregate fair value of the WB NDB Incentive Units attributable to the Company was $35.0 million ($3,284 - $3,729 per unit) and $54.9 million ($10,198 per unit), respectively.

Changes in the fair value of the affiliate incentive units for the three months ended March 31, 2024 and 2023 were as follows:

	March 31, 2024			March 31, 2023
Balance at beginning of period	$	35,873		$	46,827
Remeasurements		(858	)		8,024
Balance at end of period	$	35,015		$	54,851

The cumulative vested value of the Incentive Units allocated to the Company was $23.7 million as of March 31, 2024. For the three months ended March 31, 2024 and 2023, the Company recognized expense of $0.8 million and $11.2 million in share-based compensation, respectively, on the statements of operations. As of March 31, 2024, the remaining unrecognized compensation expense for the Incentive Units was $11.3 million and the weighted average remaining vesting period was approximately 2.3 years.

There were no departures resulting in accelerated vesting during the three months ended March 31, 2024 or 2023.

F-58

DBR Land Holdings LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

8. Related Party Transactions

	Financial Statements Location	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Revenues - Related Party
Affiliate access agreements	Easements and other surface-related revenues	$	383	$	582
Affiliate access agreements	Surface use royalties		2,607		879
Affiliate access agreements	Resource sales		93		1,084
		Three Months Ended March 31, 2024		Year Ended December 31, 2023
Accounts Receivable - Related Party
Affiliate access agreements	Related party receivable	$	1,347	$	1,037
Accounts Payable - Related Party
Shared services agreement	Related party payable	$	433	$	453

Shared Services Agreement

The Company has a services agreement with certain affiliates consisting of WB NDB, WaterBridge Holdings LLC and its subsidiaries, WaterBridge NDB Operating LLC and its subsidiaries, and Desert Environmental LLC and its subsidiaries, pursuant to which it receives common management and general, administrative, overhead, and operating services in support of the Company’s operations and development activities. The Company is required to reimburse all fees incurred by it that are necessary to perform services under the agreement. For shared services, the basis of allocation is an approximation of time spent on activities supporting the Company. For shared costs paid on behalf the Company, the costs are directly allocated to it based on its pro rata share of the expenses. For the three months ended March 31, 2024 and 2023, the Company paid approximately $1.0 million and $2.0 million for the shared services and direct cost reimbursements, respectively.

Affiliate Facility Access Agreements

The Company is party to facility access and surface use agreements with certain affiliates. Under these agreements, the Company has granted the affiliates with certain rights to construct, operate and maintain water and reclamation facilities in the ordinary course of business. These agreements include a standard fee schedule and provision for specified surface use activities. The agreements also include a provision for royalties related to certain specified activities.

Equity Sponsor Services Agreement

Five Point Energy LLC (“FPE”), an affiliate of Five Point Energy Fund I LP and Five Point Energy Fund II LP and controlling member, invoices the Company, and the Company reimburses FPE in cash, for expenses associated with the Company’s use of geographic information system (“GIS”) and certain legal services provided by FPE. The reimbursement includes allocated FPE personnel costs and third-party software and hardware expenses and is determined based on the Company’s use of FPE’s total services for such period. For the three months ended March 31, 2024 and 2023, the GIS and legal services reimbursements were of immaterial amounts. As of March 31, 2024 and December 31, 2023, the Company had an immaterial amount due to these entities.

F-59

DBR Land Holdings LLC and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

9. Commitments and Contingencies

Subordination payments

In connection with the October 2021 business acquisition of Hanging H Ranch, Inc., the Company agreed to pay one of the sellers $5.0 million as additional consideration over the next ten years on each anniversary of closing, beginning with the first payment due on October 14, 2022, and in exchange for the additional consideration, such seller agreed to subordinate its rights under a grazing lease to the rights of the lender under the Ag Loan. In conjunction with the retirement of the Ag Loan, the sellers rights under the grazing lease are no longer subordinated. As of March 31, 2024 and December 31, 2023, $0.5 million was reflected within other current liabilities on the condensed consolidated balance sheets, respectively. As of March 31, 2024 and December 31, 2023, $2.6 million was reflected within other long-term liabilities on the condensed consolidated balance sheets, respectively. These amounts represent the present value of the total $5.0 million in additional consideration.

Litigation

The Company records liabilities related to litigation and other legal proceedings when they are either known or considered probable and can be reasonably estimated. Legal proceedings are inherently unpredictable and subject to significant uncertainties, and significant judgment is required to determine both probability and the estimated amount. As a result of these uncertainties, any liabilities recorded are based on the best information available at the time. As any new information becomes available, the Company reassesses the potential liability related to pending litigation. As of March 31, 2024 and December 31, 2023, the Company did not record any liabilities related to any legal matters.

10. Subsequent Events

The Company has evaluated subsequent events from the date of the balance sheet through May 31, 2024, the date the Financial Statements were available to be issued and determined there are no subsequent events to report outside of the below:

On May 10, 2024, the Company acquired approximately 103,000 fee surface acres in the Loving and Winkler Counties, Texas, and Lea County, New Mexico, together with associated surface use contracts from a private third-party seller for total consideration of $360 million, subject to certain closing adjustments and inclusive of $26.3 million deposited by the Company in escrow and applied to the purchase price at closing. The Company funded the remaining acquisition cost of $334.3 million, inclusive of $0.5 million of closing fees, with $265.0 million of debt and $69.3 million of cash. WB NDB contributed cash to us to fund the cash portion of the closing settlement.

On May 10, 2024 the Company acquired approximately 34,000 fee surface acres in Lea County, New Mexico and Andrews County, Texas from the same private third-party seller, for total consideration of $41.8 million, subject to certain closing adjustments and inclusive of $2.1 million deposited by the Company in escrow and applied to the purchase price at closing. The Company funded the remaining acquisition cost of $39.8 million, inclusive of $0.1 million of closing fees, with cash. WB NDB contributed cash to us to fund the cash portion of the closing settlement.

On May 10, 2024 in order to fund a portion of the purchase price for of the acquisitions, the Company entered into a credit agreement amendment, which amended the Credit Facilities. Among other things, the credit agreement amendment increased the four-year term loan facility to $350 million and the four-year revolving credit facility to $75 million. Following our entry into the credit agreement amendment, the Company borrowed approximately $265.0 million on the term loan under the Credit Facilities to fund a portion of the purchase price of the acquisitions. Our credit facility is secured by a first-priority lien on substantially all assets and guaranteed the Company.

F-60

Weaver and Tidwell, L.L.P.

400 West Illinois Avenue, Suite 1550 | Midland, Texas 79701

Main: 432.683.5226

CPAs AND ADVISORS | WEAVER.COM

Independent Auditor’s Report

To the Owners of the

East Stateline Ranch

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of the Land, Improvements, and Surface rights business of D.K. Boyd Land and Cattle Co., (collectively, the “East Stateline Ranch”) which comprise the balance sheets as of December 31, 2023 and 2022, and the related statements of operations, changes in net investment, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of East Stateline Ranch as of December 31, 2023 and 2022, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of East Stateline Ranch and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Carve-out Financial Statements

As discussed in Note 1 to the financial statements, the Company’s business is derived from the financial statements and accounting records of the seller to reflect the financial position and results of operations of the East Stateline Ranch. The financial statements of the Company reflect the assets, liabilities and expenses directly attributable to the Company, as well as allocations deemed reasonable by management, to present the financial position, results of operations, and cash flows of the Company on a stand-alone basis and do not necessarily reflect the financial position, results of operations, and cash flows of the Company in the future or what they would have been had the Company been a separate, stand-alone entity during the years presented.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

F-61

The Owners of the

East Stateline Ranch

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about East Stateline Ranch’s ability to continue as a going concern for one year after the date that the financial statements are issued (or when applicable, one year after the date that the financial statements are available to be issued}.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of East Stateline Ranch’s internal control. Accordingly, no such opinion is expressed.

• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about East Stateline Ranch’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Weaver and Tidwell L.L.P.

WEAVER AND TIDWELL L.L.P.

Midland, Texas

May 28th, 2024

F-62

East Stateline Ranch

Balance Sheets

	As of December 31, 2023		As of December 31, 2022
	(in thousands)
Assets
Current assets:
Accounts receivable, net	$	1,288	$	490
Affiliate receivable		394		81
Total current assets		1,682		571
Plant, property, and equipment, net		842		903
Land		10,302		10,302
Total assets	$	12,826	$	11,776
Liabilities and Net Investment
Current liabilities:
Accounts payable and accrued liabilities	$	7	$	12
Total current liabilities		7		12
Commitment and contingencies (Note 5)
Net investment		12,819		11,764
Total liabilities and net investment	$	12,826	$	11,776

The accompanying notes are an integral part of these financial statements.

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East Stateline Ranch

Statements of Operations

	For the Year Ended December 31, 2023		For the Year Ended December 31, 2022
	(in thousands)
Revenues:
Surface use royalties	$	9,504	$	7,451
Easements and other surface related income		7,773		9,649
Resource sales		2,653		796
Other		107		—
Total revenues		20,037		17,896
Operating expenses:
Operating and maintenance		231		175
Depreciation		63		67
General and administrative		241		214
Total operating expenses		535		456
Operating income		19,502		17,440
Net income	$	19,502	$	17,440

The accompanying notes are an integral part of these financial statements.

F-64

East Stateline Ranch

Statements of Changes in Net Investment

	Net Investment
	(in thousands)
Balance – January 1, 2022	$	11,502
Change in net investment		(17 178	)
Net income		17,440
Balance – December 31, 2022		11,764
Change in net investment		(18 447	)
Net income		19,502
Balance – December 31, 2023	$	12,819

The accompanying notes are an integral part of these financial statements.

F-65

East Stateline Ranch

Statements of Cash Flows

	For the Year Ended December 31, 2023			For the Year Ended December 31, 2022
	(in thousands)
Cash flows from operating activities:
Net income	$	19,502		$	17,440
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		63			67
Changes in operating assets and liabilities:
Accounts receivable, net		(798	)		8
Affiliate receivable		(313	)		(30	)
Accounts payable and accrued liabilities		(7	)		(1	)
Net cash provided by operating activities		18,447			17,484
Cash flows from investing activities:
Additions to plant, property, and equipment		—			(306	)
Net cash used in investing activities		—			(306	)
Cash flows from financing activities:
Change in net investment		(18,447	)		(17,178	)
Net cash used in financing activities		(18,447	)		(17,178	)
Net change in cash		—			—
Cash – Beginning of year		—			—
Cash – End of year	$	—		$	—

The accompanying notes are an integral part of these financial statements.

F-66

East Stateline Ranch

Notes to Financial Statements

Note 1. Organization

Description of the Company

In February 2024, DBR Land LLC, a Delaware limited liability company, entered into a purchase and sale contract to acquire certain tracts or parcels of land comprising approximately 103,000 acres of land located in Loving and Winkler Counties, Texas and Lea County, New Mexico (“Land”) along with assets located on the Land (collectively, the “East Stateline Ranch”) from an individual (“Seller’’) for an aggregate cash consideration of $360.0 million, before customary closing adjustments.

The East Stateline Ranch included certain ranch equipment, ranch permits, service contracts, buildings, structures, underground storage facilities, and surface agreements associated with and located on the Land.

The accompanying financial statements include the assets, liabilities, and revenues and expenses of the East Stateline Ranch.

Basis of Presentation of Financial Statements

The East Stateline Ranch financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP’’). The accompanying financial statements were prepared on a carve-out basis and were derived from the financial statements and accounting records of the Seller to reflect the financial position and results of operations of the East Stateline Ranch. The accompanying financial statements represent the financial information of a specific business segment of the Seller and exclude certain assets, liabilities, revenues, and expenses of the Seller’s other business segments. The historical costs and expenses reflected in the financial statements of the East Stateline Ranch include an allocation for certain shared general operating expenses such as repairs and maintenance, salaries, payroll taxes, and other miscellaneous general and administrative. These expenses have been allocated to the East Stateline Ranch financial statements pro-rata based upon revenues, which is considered to be a reasonable reflection of the historical utilization levels of these expenses. For further discussions on these allocations, refer to Note 6- Transactions with Affiliates.

East Stateline Ranch is dependent upon the Seller for all of its working capital as the Seller uses a centralized approach to cash management for its operations. Accordingly, none of the Seller’s cash at the centralized location have been allocated to the East Stateline Ranch’s financial statements. Net investment represents the Seller’s interest in the recorded net assets of the East Stateline Ranch. All significant transactions between the East Stateline Ranch and the Seller have been included in the accompanying financial statements. Transactions with the Seller are reflected in the accompanying Statement of Changes in Net Investment as “change in net investment” and in the accompanying Balance Sheets within “net investment.”

In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the East Stateline Ranch’s assets, liabilities, and net investment as of December 31, 2023 and 2022, and the reported amounts of revenues and expenses for the years ended December 31, 2023 and 2022.

Subsequent events have been evaluated through the issuance date of these financial statements. Any material subsequent events that occurred prior to such a date have been properly recognized or disclosed in the accompanying financial statements.

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East Stateline Ranch

Notes to Financial Statements (Continued)

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of the accompanying financial statements requires management to make estimates and assumptions to determine the reported amounts of assets, liabilities, revenue, and expenses, and in the disclosure of commitments and contingencies. Management has utilized a systematic and rational methodology to allocate certain shared general operating expenses in the accompanying statements of operations. These allocations involve estimates and assumptions regarding the proportionate utilization of shared resources by the East Stateline Ranch relative to the Seller’s historical whole operations. Although management believes these estimates are reasonable, actual results could differ from these estimates.

Accounts Receivable

The East Stateline Ranch has accounts receivable representing amounts due from various counterparties for their surface use royalty and easement payments, and these amounts are generally unsecured. The East Stateline Ranch presents accounts receivable net of an allowance for credit losses to reflect the net amount expected to be collected. Outstanding receivables are reviewed regularly for possible nonpayment indicators, and allowances for credit losses are recorded based upon management’s estimate of collectability, current conditions, and supportable forecasts at each balance sheet date. To date, the East Stateline Ranch has not experienced any pattern of credit losses, and therefore, has no allowance as of December 31, 2023 and 2022. The East Stateline Ranch will continually monitor the creditworthiness of its counterparties by reviewing credit ratings, financial statements, and payment history, as appropriate.

Accounts receivable balance was $1.3 million as of December 31, 2023 and $0.5 million as of December 31, 2022 and 2021.

Fair Value Measurements

The carrying amounts of accounts receivable and accounts payable of the East Stateline Ranch approximate their fair value due to the short-term nature of these instruments. The fair value of accounts receivable and accounts payable is determined based on the present value of expected cash flows, discounted using the applicable market interest rates for similar instruments with similar terms and credit risks.

Plant, Property, and Equipment

The East Stateline Ranch properties are stated at cost and are depreciated using straight-line method over their estimated useful lives. Gains and losses on asset sales are reflected in the year of disposal. Repair and maintenance costs associated with plant, property, and equipment are expensed as incurred if the costs do not extend the useful life of the asset. If such costs extend the useful life of the asset, the costs are capitalized and depreciated over the appropriate remaining useful life. See Note 3- Plant, Property, and Equipment for more disclosure.

The East Stateline Ranch properties are assessed for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. An impairment is indicated if the carrying amount of a property exceeds the undiscounted future cash flows expected to result from the use and eventual disposition of the property. If an impairment is indicated, management records an impairment loss equal to the difference between the carrying value and the fair value of the property. As of December 31, 2023 and 2022, the East Stateline Ranch has not identified any indicators of impairment, and therefore, has no impairment on its plant, property, and equipment for the respective years.

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East Stateline Ranch

Notes to Financial Statements (Continued)

Land

Land assets are stated at cost less accumulated impairment, if any. Capitalized costs include purchase price, professional fees, and any directly attributable costs to acquire and bring the land to its intended use. Land assets are not subject to depreciation, as they are considered to have an indefinite useful life. However, the East Stateline Ranch land assets are subject for impairment assessments should there be events or changes in circumstances indicating that the carrying amount may not be recoverable. Impairment losses, if any, are recognized in the statements of operations in the period in which it occurs. As of December 31, 2023 and 2022, there were no indicators of impairment present for the East Stateline Ranch land assets.

Revenue Recognition

The East Stateline Ranch recognizes revenues from easements and surface damages, surface use royalties and resource sales in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains right to use the Land, when the customer obtains control of the product, it has no further obligations to perform related to the revenue, when the transaction price has been determined, and when collectability is reasonably assured.

The company enters into surface use royalty agreements that generate recurring surface use royalty revenue. When we execute a surface use royalty agreement, it generally transfers all rights of use of the surface acreage as specified in the agreement and grants us the right to a royalty calculated on the basis of use, which can include, but are not limited to, gross revenues or volumetric use. Surface use royalty agreements, include but are not limited to, produced water handling and throughput, produced water skim oil, brackish water use and other surface uses. Surface use royalty revenue includes variable consideration that is dependent upon volumetric use and is typically constrained at the inception of the agreement but is resolved when volumes are produced and settled. Surface use royalty payments are typically received one mouth following the month of production.

Easement and other surface use agreement contracts permit operators to install pipelines, roadways, electric lines, and other equipment on land owned by the company. When the company executes the contract, receives payment and the contract becomes effective, we make available the respective parcel of land to the grantee. Revenue is recognized upon the execution of the agreement at the effective date and consideration can be reasonably measured as the performance obligation has been satisfied and the customer has right of use. The transaction price for these performance obligations is determined based on the consideration expected to be received in exchange for granting right of use. In the event of a renewal of an existing contract, the Company recognizes the revenue upon receipt of the renewal payment and the contract becomes effective. At that point, the Company has satisfied its performance obligation and control has been transferred to the grantee.

Resource sales generally includes sales of caliche, that the company sells to upstream exploration and production (“E&P”) companies and other customers. Resource sales revenue is generally recognized upon transfer of material to the customer as the company’s performance obligation has been deemed satisfied at that point in time. The performance obligations associated with resource sales revenues are identified at the inception of the contract. These obligations involve the delivery of the resources to the customer in accordance with the terms of the resource sale agreement. The consideration received for these obligations is usually a fixed price per unit of resource measurement sold. Resource sales revenues are recognized at a point in time when control of the products is transferred to the customer. Control of the product is transferred upon receipt of the resources into the customers’ loading vehicles, at which point the customer obtains the ability to direct the use and obtain the benefits from the resources obtained.

F-69

East Stateline Ranch

Notes to Financial Statements (Continued)

Income Taxes

As the Seller is an individual, the East Stateline Ranch does not consolidate the tax position of the Seller within its financial statements. The East Stateline Ranch is not a taxpaying entity for purposes of federal and state income taxes, and accordingly, no income taxes have been recorded in the East Stateline Ranch financial statements.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Liabilities for environmental remediation or restoration claims resulting from allegations of improper operation of assets are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) . ASU 2016-13 requires that a financial asset measured at amortized cost be presented at the net amount expected to be collected. ASU 2016-13 is intended to provide more timely decision-useful information about the expected credit losses on financial instruments. In November 2019, the FASB ASU 2019-19, “Codification Improvements to Topic 326: Financial Instruments – Credit Losses,” which makes amendments to clarity the scope of the guidance, including clarification that receivables arising from operating leases are not within its scope. The East Stateline Ranch adopted ASU 2016-13 as of January 1, 2023, and the adoption did not have a material impact on the East Stateline Ranch’s financial statements.

Note 3. Plant, Property, and Equipment

The following table reflects the aggregate capitalized costs of the East Stateline Ranch:

	December 31, 2023			December 31, 2022
	(in thousands)
Plant, property, and equipment:
Buildings and leasehold improvements	$	891		$	891
Ranch equipment		391			391
Total plant, property, and equipment		1,282			1,282
Less: Accumulated depreciation		(440	)		(379	)
Plant, property, and equipment, net	$	842		$	903

Note 4. Supplemental Disclosures to Financial Statements

Accounts payable and accrued liabilities consisted of the following at the dates indicated:

	December 31, 2023		December 31, 2022
	(in thousands)
Operating and maintenance expenses	$	6	$	11
General and administrative accruals		1		1
Accounts payable and accrued liabilities	$	7	$	12

F-70

East Stateline Ranch

Notes to Financial Statements (Continued)

Accounts Receivable

Components of accounts receivable include the following:

	December 31, 2023		December 31, 2022
	(in thousands)
Surface use royalties	$	536	$	461
Easement and other surface related income		672		5
Resource sales		80		24
Gross accounts receivable		1,288		490
Allowance for credit losses		—		—
Accounts receivable, net	$	1,288	$	490

Note 5. Commitments and Contingencies

Environmental Remediation

Various federal, state, and local laws and regulations covering the discharge of materials into the environment, or otherwise relating to the protection of the environment, may affect the operations of East Stateline Ranch. The East Stateline Ranch does not anticipate that it will be required in the near future to expend significant amounts for compliance with such federal, state, and local laws and regulations and therefore no amounts have been accrued for such purposes.

Litigation

From time to time, the East Stateline Ranch can be involved in various legal proceedings including, but not limited to, commercial disputes, property damage claims, personal injury claims, regulatory compliance matters, disputes with tax authorities and other matters. While the outcome of these legal matters cannot be predicted with certainty, in the event that these litigations occur, management does not expect them to have a material effect on the East Stateline Ranch’s financial condition, results of operations or cash flows.

Note 6. Transactions with Affiliates

The East Stateline Ranch has identified certain transactions related to produced water royalty revenues with the Seller during the periods covered by the accompanying financial statements. The aggregate produced water royalty revenues generated from these transactions amounted to $1.4 million and $0.7 million for the years ended December 31, 2023 and 2022, respectively, and are included within “surface use royalties” on the accompanying statements of operations. Amounts due from the Seller were $0.4 million and $0.1 million as of December 31, 2023 and 2022, respectively, and are separately presented on the accompanying balance sheets.

Certain costs for general operating expenses incurred by the Seller that are directly linked to the operations of the East Stateline Ranch have been allocated to the East Stateline Ranch financial statements.

F-71

East Stateline Ranch

Notes to Financial Statements (Continued)

The following table presents the East Stateline Ranch allocated expenses from the Seller:

	For the Year Ended December 31, 2023		For the Year Ended December 31, 2022
	(in thousands)
Operating and maintenance expense	$	236	$	344
General and administrative		95		81
Salaries and wages		146		133
Total allocated operating expenses from the Seller	$	477	$	558

Note 7. Concentration of Credit Risk

The East Stateline Ranch is exposed to concentration of credit risk primarily related to its surface use royalty and surface damages revenues, which are derived from various surface use contracts with external counterparties for the use of the East Stateline Ranch land surfaces. For the year ended December 31, 2023, only two counterparties accounted for more than 10% of the East Stateline Ranch total revenue. For the year ended December 31, 2022, only one counterparty accounted for more than 10% of the East Stateline Ranch total revenue. The loss of any of these counterparties could materially and adversely affect revenues in the short term. However, management believes that the loss of any of these counterparties would not have a long-term material adverse effect on the East Stateline Ranch financial statements and results of operations because substantially all of the royalty and surface damages payments are derived from the oil and natural gas activities on the Land with well established presence and markets.

Note 8. Subsequent Events

In preparing the accompanying financial statements of the East Stateline Ranch, management has evaluated all subsequent events and transactions for potential recognition or disclosure through May 28, 2024, the date the financial statements of the East Stateline Ranch were available for issuance and concluded that no such material events have occurred.

The acquisition of the East Stateline Ranch by DBR Land closed on May 10, 2024, and remained subject to customary post-close adjustments and conditions.

There were no other subsequent events that required recognition or disclosure.

F-72

East Stateline Ranch

Unaudited Condensed Balance Sheets

	As of March 31, 2024		As of December 31, 2023
	(in thousands)
Assets
Current assets:
Accounts receivable, net	$	980	$	1,288
Affiliate receivable		131		394
Total current assets		1,111		1,682
Plant, property, and equipment, net		893		842
Land		10,302		10,302
Total assets	$	12,306	$	12,826
Liabilities and Net Investment
Current liabilities:
Accounts payable and accrued liabilities	$	5	$	7
Total current liabilities		5		7
Commitment and contingencies (Note 3)
Net investment		12,301		12,819
Total liabilities and net investment	$	12,306	$	12,826

The accompanying notes are an integral part of these unaudited condensed financial statements.

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East Stateline Ranch

Unaudited Condensed Statements of Operations

	For the Three Months Ended March 31, 2024		For the Three Months Ended March 31, 2023
	(in thousands)
Revenues:
Surface use royalties	$	2,633	$	2,054
Easements and other surface related income		2,624		1,910
Resource sales		638		481
Other		66		—
Total revenues		5,961		4,445
Operating expenses:
Operating and maintenance		34		79
Depreciation		13		16
General and administrative		48		78
Total operating expenses		95		173
Operating income		5,866		4,272
Net income	$	5,866	$	4,272

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-74

East Stateline Ranch

Unaudited Condensed Statements of Changes in Net Investment

	Net Investment
	(in thousands)
Balance – January 1, 2023	$	11,764
Change in net investment		(4,256	)
Net income		4,272
Balance – March 31, 2023	$	11,780
Balance – January 1, 2024	$	12,819
Change in net investment		(6,384	)
Net income		5,866
Balance – March 31, 2024	$	12,301

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-75

East Stateline Ranch

Unaudited Condensed Statements of Cash Flows

	For the Three Months Ended March 31, 2024			For the Three Months Ended March 31, 2023
	(in thousands)
Cash flows from operating activities:
Net income	$	5,866		$	4,272
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		13			16
Changes in operating assets and liabilities:
Accounts receivable, net		308			(53	)
Affiliate receivable		262			17
Accounts payable and accrued liabilities		(2	)		4
Net cash provided by operating activities		6,447			4,256
Cash flows from investing activities:
Additions to plant, property, and equipment		(63	)		—
Net cash used in investing activities		(63	)		—
Cash flows from financing activities:
Change in net investment		(6,384	)		(4,256	)
Net cash used in financing activities		(6,384	)		(4,256	)
Net change in cash		—			—
Cash – Beginning of period		—			—
Cash – End of period	$	—		$	—

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-76

East Stateline Ranch

Notes to Unaudited Condensed Financial Statements

Note 1. Organization

Description of the Company

In February 2024, DBR Land LLC (“DBR Land”), a Delaware limited liability company, entered into a purchase and sale contract to acquire certain tracts or parcels of land comprising approximately 103,000 acres of land located in Loving and Winkler Counties, Texas and Lea County, New Mexico (“Land”) along with assets located on the Land (collectively, the “East Stateline Ranch”) from an individual (“Seller”) for an aggregate cash consideration of $360.0 million before customary closing adjustments.

The East Stateline Ranch included certain ranch equipment, ranch permits, service contracts, buildings, structures, underground storage facilities, and surface agreements associated with and located on the Land.

The accompanying unaudited condensed financial statements include the assets, liabilities, and revenues and expenses of the East Stateline Ranch.

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The East Stateline Ranch interim unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements were prepared on a carve-out basis and were derived from the financial statements and accounting records of the Seller to reflect the financial position and results of operations of the East Stateline Ranch. The accompanying unaudited condensed financial statements represent the financial information of a specific business segment of the Seller and exclude certain assets, liabilities, revenues, and expenses of the Seller’s other business segments. The historical costs and expenses reflected in the unaudited condensed financial statements of the East Stateline Ranch include an allocation for certain shared general operating expenses such as repairs and maintenance, salaries, payroll taxes, and other miscellaneous general and administrative. These expenses have been allocated to the East Stateline Ranch unaudited condensed financial statements pro-rata based upon revenues, which is considered to be a reasonable reflection of the historical utilization levels of these expenses. For further discussions on these allocations, refer to Note 4 – Transactions with Affiliates.

East Stateline Ranch is dependent upon the Seller for all of its working capital as the Seller uses a centralized approach to cash management for its operations. Accordingly, none of the Seller’s cash at the centralized location have been allocated to the East Stateline Ranch’s unaudited condensed financial statements. Net investment represents the Seller’s interest in the recorded net assets of the East Stateline Ranch. All significant transactions between the East Stateline Ranch and the Seller have been included in the accompanying unaudited condensed financial statements. Transactions with the Seller are reflected in the accompanying Unaudited Statement of Changes in Net Investment as “change in net investment” and in the accompanying Unaudited Condensed Balance Sheets within “net investment.”

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the East Stateline Ranch’s assets, liabilities, and net investment as of March 31, 2024 and December 31 2023, and the reported amounts of revenues and expenses for the three months ended March 31, 2024 and 2023. The results for condensed periods are not necessarily indicative of annual results. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited condensed financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2023.

F-77

East Stateline Ranch

Notes to Unaudited Condensed Financial Statements (Continued)

Revenue Recognition

The East Stateline Ranch recognizes revenues from easements and surfaces damages, surface use royalties and resource sales in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains right to use the Land, when the customer obtains control of the product, it has no further obligations to perform related to the revenue, when the transaction price has been determined, and when collectability is reasonably assured.

The company enters into surface use royalty agreements that generate recurring surface use royalty revenue. When we execute a surface use royalty agreement, it generally transfers all rights of use of the surface acreage as specified in the agreement and grants us the right to a royalty calculated on the basis of use, which can include, but are not limited to, gross revenues or volumetric use. Surface use royalty agreements, include but are not limited to, produced water handling and throughput, produced water skim oil, brackish water use and other surface uses. Surface use royalty revenue includes variable consideration that is dependent upon volumetric use and is typically constrained at the inception of the agreement but is resolved when volumes are produced and settled. Surface use royalty payments are typically received one month following the month of production.

Easement and other surface use agreement contracts permit operators to install pipelines, roadways, electric lines, and other equipment on land owned by the company. When the company executes the contract, receives payment and the contract becomes effective, we make available the respective parcel of land to the grantee. Revenue is recognized upon the execution of the agreement at the effective date and consideration can be reasonably measured as the performance obligation has been satisfied and the customer has right of use. The transaction price for these performance obligations is determined based on the consideration expected to be received in exchange for granting right of use. In the event of a renewal of an existing contract, the Company recognizes the revenue upon receipt of the renewal payment and the contract becomes effective. At that point, the Company has satisfied its performance obligation and control has been transferred to the grantee.

Resource sales generally includes sales of caliche, that the company sells to upstream exploration and production (“E&P”) companies and other customers. Resource sales revenue is generally recognized upon transfer of material to the customer as the company’s performance obligation has been deemed satisfied at that point in time. The performance obligations associated with resource sales revenues are identified at the inception of the contract. These obligations involve the delivery of the resources to the customer in accordance with the terms of the resource sale agreement. The consideration received for these obligations is usually a fixed price per unit of resource measurement sold. Resource sales revenues are recognized at a point in time when control of the products is transferred to the customer. Control of the product is transferred upon receipt of the resources into the customers’ loading vehicles, at which point the customer obtains the ability to direct the use and obtain the benefits from the resources obtained.

Accounts Receivable

The East Stateline Ranch has accounts receivable representing amounts due from various counterparties for their surface use royalty and easement payments, and these amounts are generally unsecured. The East Stateline Ranch presents accounts receivable net of an allowance for credit losses to reflect the net amount expected to be collected. Outstanding receivables are reviewed regularly for possible nonpayment indicators, and allowances for credit losses are recorded based upon management’s estimate of collectability, current conditions, and supportable forecasts at each balance sheet date. To date, the East Stateline Ranch has not experienced any pattern of credit losses, and therefore, has no allowance as of March 31, 2024 and December 31, 2023. The East Stateline Ranch will continually monitor the creditworthiness of its counterparties by reviewing credit ratings, financial statements, and payment history, as appropriate.

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East Stateline Ranch

Notes to Unaudited Condensed Financial Statements (Continued)

Components of accounts receivable include the following:

	March 31, 2024		December 31, 2023
	(in thousands)
Surface use royalties	$	583	$	536
Easement and other surface related income		397		672
Resource sales		—		80
Gross accounts receivable		980		1,288
Allowance for credit losses		—		—
Accounts receivable, net	$	980	$	1,288

Accounts Payable

Accounts payable and accrued liabilities consisted of the following at the dates indicated:

	March 31, 2024		December 31, 2023
	(in thousands)
Operating and maintenance expenses	$	2	$	6
General and administrative accruals		3		1
Accounts payable and accrued liabilities	$	5	$	7

Plant, Property, and Equipment

The East Stateline Ranch properties are stated at cost and are depreciated using straight-line method over their estimated useful lives. Gains and losses on asset sales are reflected in the year of disposal. Repair and maintenance costs associated with plant, property, and equipment are expensed as incurred if the costs do not extend the useful life of the asset. If such costs extend the useful life of the asset, the costs are capitalized and depreciated over the appropriate remaining useful life.

The East Stateline Ranch properties are assessed for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. An impairment is indicated if the carrying amount of a property exceeds the undiscounted future cash flows expected to result from the use and eventual disposition of the property. If an impairment is indicated, management records an impairment loss equal to the difference between the carrying value and the fair value of the property. As of March 31, 2024 and 2023, the East Stateline Ranch has not identified any indicators of impairment, and therefore, has no impairment on its plant, property, and equipment for the respective years.

The following table reflects the aggregate capitalized costs of the East Stateline Ranch:

	March 31, 2024			December 31, 2023
	(in thousands)
Plant, property, and equipment:
Buildings and leasehold improvements	$	955		$	891
Ranch equipment		391			391
Total plant, property, and equipment		1,346			1,282
Less: Accumulated depreciation		(453	)		(440	)
Plant, property, and equipment, net	$	893		$	842

F-79

East Stateline Ranch

Notes to Unaudited Condensed Financial Statements (Continued)

Note 3. Commitments and Contingencies

Environmental Remediation

Various federal, state, and local laws and regulations covering the discharge of materials into the environment, or otherwise relating to the protection of the environment, may affect the operations of East Stateline Ranch. The East Stateline Ranch does not anticipate that it will be required in the near future to expend significant amounts for compliance with such federal, state, and local laws and regulations and therefore no amounts have been accrued for such purposes.

Litigation

From time to time, the East Stateline Ranch can be involved in various legal proceedings including, but not limited to, commercial disputes, property damage claims, personal injury claims, regulatory compliance matters, disputes with tax authorities and other matters. While the outcome of these legal matters cannot be predicted with certainty, in the event that these litigations occur, management does not expect them to have a material effect on the East Stateline Ranch’s financial condition, results of operations or cash flows.

Note 4. Transactions with Affiliates

The East Stateline Ranch has identified certain transactions related to produced water royalty revenues with the Seller during the periods covered by the accompanying unaudited condensed financial statements. The aggregate produced water royalty revenues generated from these transactions amounted to $0.7 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively, and are included within “surface use royalties” on the accompanying statements of operations. Amounts due from the Seller were $0.1 million and $0.4 million as of March 31, 2024 and December 31, 2023, respectively, and are separately presented on the accompanying Unaudited Condensed Balance Sheets.

Certain costs for general operating expenses incurred by the Seller that are directly linked to the operations of the East Stateline Ranch have been allocated to the East Stateline Ranch unaudited condensed financial statements.

The following table presents the East Stateline Ranch allocated expenses from the Seller:

	For the Three Months Ended March 31, 2024		For the Three Months Ended March 31, 2023
	(in thousands)
Operating and maintenance expense	$	102	$	76
General and administrative		9		42
Salaries and wages		37		36
Total allocated operating expenses from the Seller	$	148	$	154

Note 5. Concentration of Credit Risk

The East Stateline Ranch is exposed to concentration of credit risk primarily related to its surface use royalty and surface damages revenues, which are derived from various surface use contracts with external counterparties for the use of the East Stateline Ranch land surfaces. For the three months ended March 31, 2024 and 2023, only 3 counterparties accounted for more than 10% of the East Stateline Ranch total revenue,

F-80

East Stateline Ranch

Notes to Unaudited Condensed Financial Statements (Continued)

respectively. The loss of any of these counterparties could materially and adversely affect revenues in the short term. However, management believes that the loss of any of these counterparties would not have a long-term material adverse effect on the East Stateline Ranch unaudited condensed financial statements and results of operations because substantially all of the royalty and surface damages payments are derived from the oil and natural gas activities on the Land with well established presence and markets.

Note 6. Subsequent Events

In preparing the accompanying unaudited condensed financial statements of the East Stateline Ranch, management has evaluated all subsequent events and transactions for potential recognition or disclosure through May 28, 2024, the date the unaudited condensed financial statements of the East Stateline Ranch were available for issuance.

The acquisition of the East Stateline Ranch by DBR Land closed on May 10, 2024, and remained subject to customary post-close adjustments and conditions.

There were no other subsequent events that required recognition or disclosure.

F-81

       Class A Shares

Representing Limited Liability Company Interests

LandBridge Company LLC

PRELIMINARY PROSPECTUS

    , 2024

Goldman Sachs & Co. LLC

Barclays

Wells Fargo Securities

Citigroup

Piper Sandler

Raymond James

Janney Montgomery Scott

Johnson Rice & Company

Pickering Energy Partners

Texas Capital Securities

Roberts & Ryan

Until     , 2024 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth an itemized statement of the amounts of all expenses (excluding underwriting discounts) expected to be incurred by us in connection with the issuance and distribution of the Class A shares offered and registered hereby. With the exception of the SEC registration fee, FINRA filing fee and the NYSE listing fee, the amounts set forth below are estimates.

SEC registration fee	$	14,760
FINRA filing fee		15,500
NYSE listing fee			*
Accounting fees and expenses			*
Directors’ & officers’ liability insurance premiums			*
Legal fees and expenses			*
Printing and engraving expenses			*
Transfer agent and registrar fees			*
Miscellaneous			*
Total	$		*

* To be provided by amendment

Item 14. Indemnification of Directors and Officers.

Our Operating Agreement provides that to the fullest extent permitted by applicable law, our directors or officers will not be liable to us. Our Operating Agreement also provides that we must indemnify our directors and officers for acts and omissions to the fullest extent permitted by law. We are also expressly authorized to advance certain expenses (including attorneys’ fees and disbursements and court costs) to our directors and officers and carry directors’ and officers’ insurance providing indemnification for our directors and officers for some liabilities.

Prior to the completion of this offering, we intend to enter into separate indemnification agreements with each of our directors and executive officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law against liabilities, that may arise by reason of such director’s or executive officer’s service to us. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee, subject to certain exceptions. We intend to enter into indemnification agreements with our future directors.

We intend to purchase and customary maintain insurance covering our officers and directors against various liabilities asserted, including certain liabilities arising under the Securities Act and the Exchange Act, and expenses incurred in connection with their activities and capacity as our officers and directors or any of our direct or indirect subsidiaries.

The underwriting agreement to be entered into in connection with the sale of our Class A shares offered pursuant to this registration statement, the form of which will be filed as an exhibit to this registration statement, provides for indemnification of our officers and directors against certain liabilities arising under the Securities Act or otherwise in connection with this offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Item 15. Recent Sales of Unregistered Securities.

On September 27, 2023 in connection with the formation of LandBridge Company LLC, we issued a 100.0% limited liability company interest in us to NDB LLC. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act. These shares will be cancelled or redeemed in connection with our reorganization. There have been no other sales of unregistered securities within the past three years.

In connection with the formation transactions described herein and pursuant to the terms the Corporate Reorganization that will be completed prior to the closing of this offering, we will issue     Class B shares, representing an aggregate   % non-economic limited liability company interest in us to LandBridge Holdings. Such issuance will not involve any underwriters, underwriting discounts or commissions or a public offering, and such issuance will be exempt from registration requirements pursuant to Section 4(a)(2) of the Securities Act.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

The following documents are filed as exhibits to this registration statement:

Exhibit Number		Description
	**1.1	Form of Underwriting Agreement.
	*3.1	Certificate of Formation of LandBridge Company LLC.
	*3.2	Limited Liability Company Agreement of LandBridge Company LLC.
	**3.3	Form of Amended and Restated Limited Liability Company Agreement of LandBridge Company LLC.
	**4.1	Form of Registration Rights Agreement.
	**5.1	Form of Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.
	**10.1†	Form of LandBridge Company LLC Long Term Incentive Plan.
	**10.2	Form of DBR Land Holdings LLC Amended and Restated Limited Liability Company Agreement.
	**10.3†	Form of Indemnification Agreement.
	**10.4	Form of Shareholder’s Agreement.
	**10.5	Form of Master Reorganization Agreement.
	*10.6	Amended and Restated Services Agreement, dated effective February 27, 2019, by and among WaterBridge Resources LLC, WaterBridge Management Company LLC, WaterBridge Co-invest LLC, WaterBridge Holdings LLC, each of the entities listed on Schedule I thereto, each of the entities listed on Schedule II thereto and each of the entities listed on Schedule III thereto.
	*10.7	Credit Agreement, dated as of July 3, 2023, by and between DBR Land LLC, as borrower, the guarantors from time to time party thereto, Texas Capital Bank, as administrative agent and letter of credit issuer, and the lenders from time to time party thereto.

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Exhibit Number		Description
	*10.8	First Amendment to Credit Agreement, dated as of May  10, 2024, by and between DBR Land LLC, as borrower, the guarantors listed therein, Texas Capital Bank, as administrative agent and letter of credit issuer, and the lenders party thereto.
	*10.9##	Produced Water Facilities and Access Agreement, by and between DBR Land LLC, Delaware Basin Ranches Inc., WaterBridge Stateline LLC and Texas Pacific Resources LLC, dated as of March 8, 2022.
	*21.1	List of subsidiaries of LandBridge Company LLC.
	*23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm to DBR Land Holdings LLC.
	*23.2	Consent of Deloitte & Touche LLP, independent registered public accounting firm to LandBridge Company LLC.
	*23.3	Consent of Weaver and Tidwell, L.L.P., independent auditors to East Stateline Ranch.
	**23.4	Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto).
	*23.5	Consent of Netherland, Sewell & Associates, Inc.
	*23.6	Consent of W.D. Von Gonten & Company.
	*24.1	Power of Attorney (included on the signature page of this Registration Statement).
	*99.1	Report of W.D. Von Gonten & Company, independent reserve engineer, as of December 31, 2022.
	*99.2	Report of W.D. Von Gonten & Company, independent reserve engineer, as of December 31, 2023.
	*99.3	Consent of David N. Capobianco.
	*99.4	Consent of Matthew K. Morrow.
	*99.5	Consent of Kara Goodloe Harling.
	*99.6	Consent of Michael Sulton.
	*99.7	Consent of Frank Bayouth.
	*99.8	Consent of Jason Long.
	*107	Calculation of Filing Fee Table.

* Filed herewith.

** To be filed by amendment.

† Management contract or compensatory plan or arrangement.

## Certain confidential information contained in this agreement has been omitted because it is both (i) not material and (ii) the type of information that the Company treats as private or confidential.

(b) Financial Statement Schedules

See the index to the financial statements included on page F-1 for a list of the financial statements included in this registration statement.

Item 17. Undertakings.

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the

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securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on May 31, 2024.

LandBridge Company LLC
By:	/s/ Jason Long
Name:	Jason Long
Title:	Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below appoints Scott L. McNeely and Harrison Bolling, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any registration statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated below on May 31, 2024.

Name	Title
/s/ Jason Long Jason Long	Chief Executive Officer (Principal Executive Officer); Director of WaterBridge NDB LLC, as Sole Member of LandBridge Company LLC
/s/ Scott L. McNeely Scott L. McNeely	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Jason Williams Jason Williams	Executive Vice President and Chief Administrative Officer (Principal Accounting Officer)
/s/ David Capobianco David Capobianco	Director of WaterBridge NDB LLC, as Sole Member of LandBridge Company LLC
/s/ Matthew Morrow Matthew Morrow	Director of WaterBridge NDB LLC, as Sole Member of LandBridge Company LLC

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Name	Title
/s/ Frank Bayouth Frank Bayouth	Director of WaterBridge NDB LLC, as Sole Member of LandBridge Company LLC
/s/ Steven R. Jones Steven R. Jones	Director of WaterBridge NDB LLC, as Sole Member of LandBridge Company LLC

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EX-3.1

Exhibit 3.1

CERTIFICATE OF FORMATION

OF

LANDBRIDGE COMPANY LLC

This Certificate of Formation of LandBridge Company LLC (the “Company”), dated as of September 27, 2023, has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company under the Act.

Article One

The name of the limited liability company is “Land Bridge Company LLC”.

Article Two

The address of the Company’s registered office in the State of Delaware is 108 Lakeland Ave, Dover, Delaware 19901, Kent County. The name of the Company’s registered agent for service of process in the State of Delaware at such address is Capitol Services, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of LandBridge Company LLC as of the date first written above.

By:	/s/ Steven R. Jones
Name: Steven R. Jones
Title: Authorized Person

EX-3.2

Exhibit 3.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

LANDBRIDGE COMPANY LLC

(A Delaware Limited Liability Company)

This LIMITED LIABILITY COMPANY AGREEMENT of DBR REEVES LLC (the “Company”), dated as of September 27, 2023 (this “Agreement”), is adopted, executed and agreed to by WaterBridge NDB LLC, a Delaware limited liability company, in its capacity as sole member of the Company (the “Member”).

1.  Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (the “Delaware Code”). This Agreement will be deemed to have become effective upon the formation of the Company.

2.  Name. The name of the Company is “LandBridge Company LLC”. The Company’s business may be conducted under any other name or names as determined by the Member. The words “limited liability company,” “LLC,” “L.L.C.” or similar words or letters will be included in the Company’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The Member may change the name of the Company at any time and from time to time.

3.  Registered Office; Registered Agent; Principal Office. Unless and until changed by the Member, the registered office of the Company in the State of Delaware will be located at 108 Lakeland Ave, Dover, Delaware 19901, Kent County and the registered agent for service of process on the Company in the State of Delaware at such registered office will be Capitol Services, Inc. The principal office of the Company will be located at such place as the Member may from time to time designate. The Company may maintain offices at such other place or places within or outside the State of Delaware as the Member determines to be necessary or appropriate.

4.  Purposes. The purposes of the Company are to carry on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Code.

5.  Powers. The Company shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described in Section 4 and for the protection and benefit of the Company.

6.  Term. The term of the Company commenced upon the filing of a Certificate of Formation, dated as of September 27, 2023 (as it may be amended or restated from time to time, the “Certificate of Formation”), with the Secretary of State of the State of Delaware in accordance with the Delaware Code and will continue in existence until the dissolution of the Company in accordance with the provisions of Section 13. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Delaware Code.

7.  Member; Liabilities of Member. Upon execution of this Agreement, the Member will be admitted as the sole member of the Company and will hold one hundred percent (100%) of the equity of the Company. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company, and the Member will not be obligated for any such debt, obligation or liability of the Company. The failure to observe any formalities relating to the business or affairs of the Company will not be grounds for imposing personal liability on the Member for the debts, obligations or liabilities of the Company.

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8.  Contributions. The Member shall be deemed to have made an initial contribution to the capital of the Company of cash in the amount of $1,000. Without creating any rights in favor of any third party, the Member may, from time to time, make additional contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

9.  Distributions. The Member will be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

10.  Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company. Officers will have such rights and duties as may be designated by the Member.

11. Tax, Accounting, Bookkeeping and Related Provisions.

(a)  Tax Returns. The Company shall prepare and timely file all tax returns and reports required to be filed by the Company. Any income tax return of the Company will be prepared by such accounting firm as the Member shall from time to time determine. The Member shall furnish to the Company all pertinent information in its possession relating to the Company’s operations that is necessary to enable the Company’s tax returns to be timely prepared and filed. The Company shall bear the costs of the preparation and filing of its tax returns and reports.

(b)  Bank Accounts. The Company may establish one or more separate bank and investment accounts and arrangements, which will be maintained in the Company’s name with financial institutions and firms that the Member may determine. The Company may not commingle the Company’s funds with the funds of the Member or any affiliate of the Member.

(c)  Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) shall be the calendar year; provided that the last Fiscal Year of the Company shall end on the date on which the Company is terminated.

12. Indemnification.

(a)  The Member and the Officers of the Company will be indemnified to the fullest extent not prohibited by law in connection with any actual or threatened action, suit or proceeding, civil, criminal, administrative, investigative or other (whether brought by or in the right of the Company or otherwise) arising out of their service to the Company or to another enterprise at the request of the Company; provided that the Company may not indemnify any indemnified person in connection with a proceeding (or part thereof) initiated by such indemnified person (other than a proceeding to enforce such person’s rights to indemnification under this Section 12) unless such proceeding (or part thereof) was authorized by the Member.

(b) Employees of the Company who are not entitled to indemnification under Section 12(a) hereof shall be indemnified in connection with any actual or threatened action, suit or proceeding, civil, criminal, administrative, investigative or other (whether brought by or in the right of the Company or

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otherwise) arising out of their service to the Company or to another enterprise at the request of the Company if, as determined by the Company in its sole discretion, such employee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful; provided that the Company shall not indemnify an employee in connection with a proceeding (or part thereof) initiated by such employee (other than a proceeding to enforce such person’s rights to indemnification under this Section 12) unless such proceeding (or part thereof) was authorized by the Member.

(c)  The Company may indemnify agents of the Company who are not Officers or employees of the Company with such scope and effect as determined by the Member.

(d)  As soon as practicable after receipt by any person entitled to indemnification hereunder of actual knowledge of any action, suit or proceeding, such indemnified person shall notify the Company thereof if a claim for indemnification in respect thereof may be or is being made by such indemnified person against the Company under this Section 12. With respect to any such action, suit or proceeding, the Company will be entitled to participate therein at its own expense and may assume the defense thereof. After the Company notifies the indemnified person of its election to so assume the defense, the Company will not be liable to the indemnified person under this Section 12 for any legal or other expenses subsequently incurred by the indemnified person in connection with the defense. The Company shall not be obligated to indemnify an indemnified person under this Section 12 for any amounts paid in settlement of any action or claim affected without its written consent.

(e)  The Company may purchase and maintain insurance to protect itself and the Member and any Officer, agent or employee against any liability asserted against and incurred by him or her in respect of such service, whether or not the Company would have the power to indemnify him or her against such liability by law or under the provisions of this Section 12. The provisions of this Section 12 shall be applicable to persons who have ceased to be a person covered by this Section 12 and shall inure to the benefit of the heirs, executors, and administrators of persons entitled to indemnity hereunder.

(f)  Indemnification under this Section 12 shall include the right to be paid expenses incurred in advance of the final disposition of any action, suit or proceeding for which indemnification is provided, upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it ultimately shall be determined that he or she is not entitled to be indemnified by the Company; provided that the indemnified person shall reimburse the Company for any amounts paid by the Company as indemnification of expenses to the extent the indemnified person receives payment for the same expenses from any insurance carrier or from another party. The indemnification rights granted herein are not intended to be exclusive of any other rights to which those seeking indemnification may be entitled and the Company may enter into contractual agreements with any Officer, agent or employee to provide such individual with indemnification rights as set forth in such agreement or agreements, which rights shall be in addition to the rights set forth in this Section 12.

(g)  The provisions of this Section 12 shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof.

(h)  Any indemnification pursuant to this Section 12 shall be made only out of the assets of the Company, it being agreed that the Member shall not be liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

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(i)  Notwithstanding anything to the contrary set forth in this Agreement, no person entitled to indemnification under this Section 12 shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Company, for losses sustained or liabilities incurred as a result of any act or omission of the indemnified person unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the indemnified person acted in bad faith, engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the indemnified person’s conduct was criminal.

13.  Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Code.

14.  Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

15.  Amendments. This Agreement may not be modified, altered, supplemented or amended without the written consent of the Member.

16. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Member and its successors and assigns.

17.  Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes, for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned, being the Member of the Company, has caused this Agreement to be duly executed as of the date first set forth above.

MEMBER:
WATERBRIDGE NDB LLC,
a Delaware limited liability company
By:	/s/ Steven R. Jones
Name:	Steven R. Jones
Title:	Co-Chief Executive Officer and Chief Financial Officer

SIGNATURE PAGE TO LLC AGREEMENT OF LANDBRIDGE COMPANY LLC

EX-10.6

Exhibit 10.6

Execution Version

AMENDED & RESTATED SERVICES AGREEMENT

This Amended & Restated Services Agreement (“Agreement”), dated effective February 27, 2019, is entered into among WaterBridge Resources LLC, a Texas limited liability company (“WB I”), WaterBridge Management Company LLC, a Delaware limited liability company (“Admin”), WaterBridge Co-Invest LLC, a Delaware limited liability company (“Co-Invest”), WaterBridge Holdings LLC, a Delaware limited liability company (“Holdings,” and together with WB I, Co-Invest and any Parent (defined below) executing a Joinder (as defined below), the “Parent Entities”), each of the entities listed on Schedule I hereto (together with Admin, each, an “Admin Entity” and, collectively, the “Admin Entities”), each of the entities listed on Schedule II hereto (each such entity, together with any Subsidiary (as defined below) executing a Joinder pursuant to the terms of this Agreement, an “Operating Entity” and, collectively, the “Operating Entities”), and each of the entities listed on Schedule III hereto (each such entity, together with any Subsidiary executing a Joinder pursuant to the terms of this Agreement, a “Development Entity” and, collectively, the “Development Entities”).

For purposes of this Agreement, the Admin Entities and Operating Entities are sometimes referred to in this Agreement collectively as the “Parties” and each individually as a “Party.”

For purposes of this Agreement, (i) “Parent” means, with respect to Holdings, any corporation, partnership, limited liability company, association, joint venture or other business entity or individual (each, a “Person”) (a) that controls (directly or indirectly) Holdings or (b) in which more than 50% of the total voting power of membership or other ownership interests of Holdings is held, (ii) “Subsidiary” means, with respect to any Person, any other Person (a) that is controlled (directly or indirectly) by such first Person or (b) of which more than 50% of the total voting power of membership or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof and (iii) “Joinder” means the form of joinder attached to this Agreement as Exhibit A.

RECITALS

WHEREAS, WB I, Operating and certain of the Operating Entities previously entered into that certain Services Agreement, dated May 21, 2018 (the “Original Agreement”), pursuant to which (a) WB I has provided certain centralized general and administrative services for and on behalf of Operating and each of the Operating Entities, (b) Operating has provided additional general and administrative services for and on behalf of each of the Operating Entities and (c) WB I, in its capacity as the employing entity of the officers and employees of each of the Parties hereto, has provided certain operational and maintenance services for and on behalf of the Operating Entities;

WHEREAS, on July 5, 2018, in connection with WaterBridge Resources Mid-Continent, LLC, a Delaware limited liability company (“Mid-Con”), WaterBridge Arkoma Operating, LLC, a Delaware limited liability company (“Arkoma Operating”), and Arkoma Water Resources, LLC, a Delaware limited liability company (“Arkoma Resources” and collectively with Mid-Con and Arkoma Operating, the “Arkoma Entities”), becoming direct and indirect wholly-owned subsidiaries of Operating, the Arkoma Entities executed a Joinder to the Original Agreement (the “Arkoma Joinder”), whereby the Arkoma Entities became bound by the Original Agreement as “Operating Entities” in the same manner as if the Arkoma Entities were original signatories thereto;

WHEREAS, on or prior to the date hereof, (a) WB I and WaterBridge Resources II LLC (“WB II”) engaged in, among other things, the identification and investigation of opportunities to build, develop, acquire, own, operate and manage various water midstream energy infrastructure assets (collectively, the “Growth Opportunities”) and (b) Five Point Energy LLC or its affiliate formed the Development Entities for purposes of engaging in certain Growth Opportunities not otherwise being pursued or undertaken by WB I and WB II;

WHEREAS, on or prior to the date hereof, (i) WB I and Holdings entered into the Contribution Agreement, dated effective February 27, 2019 (the “Admin Contribution Agreement”), pursuant to which WB I contributed the Admin Entities to Holdings and (ii) Admin succeeded WB I as the entity employing the officers and employees of each of the Parties hereto; and

WHEREAS, in connection with the Growth Opportunities and the Admin Contribution Agreement, and pursuant to Section 2.16 of the Original Agreement, WB I and the Operating Entities desire to amend and restate the Original Agreement in its entirety to, among other things, (a) add certain direct and indirect subsidiaries of Holdings (including Admin) as parties to this Agreement, (b) codify the Arkoma Joinder, (c) add the Development Entities as parties to this Agreement, (d) permit the joinder of Parents or Subsidiaries to this Agreement on a going-forward basis and (e) evidence the Parties’ understanding, as more fully set forth herein, with respect to the amounts to be reimbursed in consideration of the services to be performed by the Admin Entities pursuant to this Agreement.

NOW THEREFORE, in consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

ARTICLE I

SERVICES

1.1 Provision of General and Administrative Services. The Admin Entities agree to provide to each of the Parent Entities and Operating Entities certain centralized general and administrative services, including the services listed on Schedule IV hereto, and such other general and administrative services as may be agreed upon by Admin and Holdings from time to time (the “G&A Services”).

1.2 Provision of Operational and Maintenance Services. The Admin Entities agree to provide to each Operating Entity certain operational and maintenance services, including the services listed on Schedule V hereto, and such other operational and maintenance services as may be agreed upon by Admin, or such Operating Entity from time to time (the “O&M Services” and, together with the G&A Services, the “Services”).

1.3 Outside Professional and Other Persons. The Admin Entities will coordinate with and assist each Parent Entity and Operating Entity to manage and supervise outside accountants, attorneys and other advisers and coordinate the annual audit of the books and records of such Parent Entity or Operating Entity, the preparation of the tax returns (but subject in any event to the ultimate authority of the Board of Managers of Holdings or officers of Holdings, as appropriate) of such Parent Entity or Operating Entity, and other services provided by such accountants, attorneys and other advisers.

1.4 Provision of Services through Third Parties.

(a) Subject to the discretion of Holdings regarding the retention and dismissal of any Person, the Parties understand and agree that each Admin Entity is authorized in the performance of the Services to engage or retain, as agent on behalf of such Party, any necessary third party, including consultants, advisers, accountants, auditors and attorneys. Each such Party shall reimburse such Admin Entity for any costs and expenses arising from or related to such engagement or retention that have been paid with funds of such Admin Entity rather than funds of such Party.

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(b) Without limiting any other powers or duties of an Admin Entity provided in this Agreement, each Admin Entity is hereby authorized, in such Party’s name and on its behalf or in the name of such Admin Entity but subject to the terms of this Agreement, to execute, deliver, accept, assign, amend, extend, terminate, license or release (all of the foregoing, either manually or electronically), in the ordinary course of such Party’s business:

(i) for each Parent Entity or Operating Entity, contracts for the purchase or sale of goods or services wholly or partially including purchase contracts, purchase orders, releases for goods or services, licensing agreements or letters of intent or memoranda of understanding associated with negotiations for contracts for the purchase of goods or services;

(ii) certificates, licenses and reports of any nature and permits and other governmental authorizations of any kind and documents related thereto; and

(iii) site access agreements and other documents customary or advisable associated with environmental compliance and control.

1.5 Use of Assets. The Parties understand and agree that each Admin Entity is authorized to use the contracts, licenses, properties, goods and other assets of each Parent Entity and Operating Entity for the performance of the Services on behalf of each other Parent Entity and Operating Entity; provided that each such Admin Entity shall assume or, if applicable, reimburse each Parent Entity or Operating Entity, for its reasonable costs directly resulting from such use.

1.6 Reimbursement and Allocation. (a) Each Parent Entity and Operating Entity shall reimburse each of the Admin Entities for all direct and/or allocated costs and expenses incurred by such Admin Entity in connection with the provision of the G&A Services, including for the avoidance of doubt, G&A Services performed on behalf of the Parent Entities and (b) each Operating Entity shall reimburse each of the Admin Entities for all direct and/or allocated costs and expenses incurred by such Admin Entity in connection with the provision of the O&M Services, in each case, including:

(i) the portion of the salaries, wages, bonuses or commissions (including payroll and withholding taxes associated therewith) of employees of the Admin Entities allocated in good faith by Admin in proportion to the amount of such employee’s working time devoted to the provision of Services to such Party and on the basis of the reasonable allocation methodologies of Admin as in effect from time to time;

(ii) the portion of any costs of employee benefits relating to employees of the Admin Entities, including 401(k), pension, bonuses and health insurance benefits, allocated in good faith by Admin in proportion to the amount of such employee’s working time devoted to the provision of Services to such Party, as applicable, and on the basis of the reasonable allocation methodologies of Admin as in effect from time to time;

(iii) any expenses incurred or payments made by the Admin Entities for shared facilities and services, including lease payments for corporate offices and insurance coverage with respect to the business of the Parties;

(iv) all sales, use, employment, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the Services; and

(v) the costs and expenses incurred to obtain and maintain contracts, licenses, properties, goods and other assets of another Parent Entity or Operating Entity that is used for the performance of Services on behalf of such Parent Entity or Operating Entity.

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1.7 Invoice. On or before the fifteenth (15th) business day after the end of each month during the term of this Agreement, the Party entitled to reimbursement pursuant to Section 1.6 hereof (the “Reimbursed Party”) shall send, or cause to be sent, an itemized invoice to the Party from whom such reimbursement is sought (the “Reimbursing Party”) detailing all reimbursable expenses under Section 1.6 incurred by such Reimbursed Party for or on behalf of such Reimbursing Party during the preceding month. Each Reimbursing Party shall, within fifteen (15) business days of receipt, pay such invoice, except for any amounts therein being disputed in good faith by such Reimbursing Party. Any amounts that such Reimbursing Party has disputed in good faith and that are later determined by agreement of the Reimbursed Party and such Reimbursing Party, to be owing from the Reimbursing Party to the Reimbursed Party shall be paid in full within fifteen (15) business days of such determination, together with interest thereon at the lesser of (i) two percent (2%) over the prime interest rate reported in the Wall Street Journal on the date the relevant invoice was due and (ii) the maximum rate permitted by applicable law, from the date due under the original invoice until the date of payment.

1.8 Standard of Care. Each of the Admin Entities shall provide the Services in a manner consistent with management and administrative practices that it provides to other persons or entities or would provide for itself in the performance of services similar to the Services and with that degree of care, diligence and skill that a reasonably prudent manager involved in providing services similar to the Services would exercise in comparable circumstances. To the extent that an Admin Entity is permitted to arrange for contracts with third parties for goods and services in connection with the provision of Services, such Admin Entity shall use commercially reasonable efforts (i) to obtain such goods and services at rates competitive with those otherwise generally available in the area in which services or materials are to be furnished and (ii) to obtain from such third parties such customary warranties and guarantees as may be reasonably required with respect to the goods and services so furnished.

1.9 Limitation of Liability. Notwithstanding each Admin Entities’ agreement to perform, or cause to be performed, the Services in accordance with the provisions hereof, each Parent Entity and Operating Entity acknowledges that performance by any of the Admin Entities or any other person or entity of Services pursuant to this Agreement will not subject such Admin Entity , their respective directors, officers, employees, attorneys, accountants, consultants, trustees, affiliates, financial advisors and other representatives (each, an “Indemnified Party”) to any Losses (defined herein) whatsoever except for Losses arising in connection with the gross negligence, willful misconduct or fraudulent conduct on the part of such Indemnified Party; provided that, except as set forth in any agreement between any other Indemnified Party and any Parent Entity or Operating Entity, the Indemnified Parties’ aggregate liability as a result of any such gross negligence, willful misconduct or fraudulent conduct within any 12 month period under this Agreement entered into as of the date hereof shall not exceed the aggregate reimbursable expenses under Section 1.6 paid by the Parent Entities or Operating Entities to the Admin Entities, collectively, during the preceding 12 months; provided further that if any of such Losses are covered by any insurance policy of any Parent Entity or Operating Entity, the aggregate liability of such Indemnified Party with respect to such Losses will be reduced by the amount recovered by such Parent Entity or Operating Entity under such policy in respect of such Losses.

For purposes of this Agreement, “Losses” means the amount of any liability, loss, cost, expense, claim, award, judgment, settlement, obligation, damage, injury, tax, fine, lien, penalty or deficiency incurred or suffered by any Person entitled to indemnification hereunder arising out of or resulting from the indemnified matter, whether attributable to personal injury or death, property damage, contract claims, torts or otherwise, including interest thereon and reasonable fees, expenses and disbursements of attorneys, consultants, accountants or other representatives and experts incident to matters indemnified against, and the reasonable costs of investigation and/or monitoring of such matters, and the reasonable costs of enforcement of the indemnity.

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1.10 Operating Entity Indemnification. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PARENT ENTITIES AND THE OPERATING ENTITIES HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS EACH INDEMNIFIED PARTY FROM ANY AND ALL LOSSES ARISING FROM, IN CONNECTION WITH OR RELATING TO (i) THE PROVISION OR USE OF ANY SERVICE OR PRODUCT PROVIDED HEREUNDER, TO THE EXTENT NOT ARISING IN CONNECTION WITH THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUDULENT CONDUCT OF SUCH INDEMNIFIED PARTY AND (ii) ANY MATERIAL BREACH, VIOLATION OR INACCURACY OF ANY COVENANT, REPRESENTATION OR WARRANTY OF SUCH PARENT ENTITY OR OPERATING ENTITY HEREUNDER THAT, IF REASONABLY CURABLE, IS NOT CURED WITHIN THIRTY (30) DAYS AFTER SUCH PARENT ENTITY’S OR OPERATING ENTITY’S RECEIPT OF WRITTEN NOTICE OF SUCH BREACH FROM ADMIN OR SUCH LONGER PERIOD OF TIME (NOT TO EXCEED 90 DAYS) AS MAY REASONABLY BE REQUIRED TO CURE SUCH BREACH PROVIDED THAT SUCH PARENT ENTITY OR OPERATING ENTITY TAKES REASONABLE ACTIONS TO ATTEMPT TO CURE SUCH BREACH AS SOON AS REASONABLY PRACTICABLE AND PROCEEDS WITH DUE DILIGENCE TO CURE SUCH BREACH.

1.11 Admin Entity Indemnification. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND SUBJECT TO THE PROVISIONS OF SECTION 1.11.9, EACH ADMIN ENTITY HEREBY AGREES TO JOINTLY AND SEVERALLY INDEMNIFY AND HOLD HARMLESS EACH PARENT ENTITY AND EACH OPERATING ENTITY, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONSULTANTS, TRUSTEES, AFFILIATES, BANKERS, FINANCIAL ADVISORS AND OTHER REPRESENTATIVES FROM ANY AND ALL LOSSES TO THE EXTENT ARISING FROM, IN CONNECTION WITH, OR RELATING TO AN INDEMNIFIED PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUDULENT CONDUCT IN PERFORMANCE OF THE SERVICES.

1.12 Negligence; Strict Liability. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 1.10, SECTION 1.11 AND SECTION 1.14, THE INDEMNITY OBLIGATION IN SECTION 1.10, SECTION 1.11 AND SECTION 1.14 WILL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR OTHERWISE), VIOLATION OF LAW OR OTHER FAULT OF ANY INDEMNIFIED PERSON OR ANY PRE-EXISTING DEFECT; PROVIDED THAT WITH RESPECT TO SECTION 1.10 AND SECTION 1.11, THIS PROVISION WILL NOT APPLY TO THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUDULENT CONDUCT OF ANY INDEMNIFIED PERSON OR IN ANY WAY LIMIT OR ALTER ANY QUALIFICATIONS SET FORTH IN SUCH INDEMNITY OBLIGATION EXPRESSLY RELATING TO GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUDULENT CONDUCT. ALL PARTIES AGREE THAT THIS STATEMENT COMPLIES WITH THE REQUIREMENT KNOWN AS THE “EXPRESS NEGLIGENCE RULE” TO EXPRESSLY STATE IN A CONSPICUOUS MANNER AND TO AFFORD FAIR AND ADEQUATE NOTICE THAT THIS AGREEMENT HAS PROVISIONS REQUIRING ONE PARTY TO BE RESPONSIBLE FOR THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANOTHER PARTY.

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1.13 Exclusions of Damages; Disclaimers.

(a) NO PARTY WILL BE LIABLE TO ANY OTHER PERSON OR ENTITY UNDER THIS AGREEMENT OR FOR EXEMPLARY, PUNITIVE, CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT; PROVIDED, HOWEVER, THAT THIS SECTION 1.13(a) WILL NOT LIMIT A PARTY’S RIGHT TO RECOVERY UNDER SECTION 1.10, SECTION 1.11 OR SECTION 1.14 FOR ANY DAMAGES TO THE EXTENT SUCH PARTY IS REQUIRED TO PAY SUCH DAMAGES TO A THIRD PARTY IN CONNECTION WITH A MATTER FOR WHICH SUCH PARTY IS OTHERWISE ENTITLED TO INDEMNIFICATION UNDER SECTION 1.10, SECTION 1.11 OR SECTION 1.14, AS THE CASE MAY BE.

(b) OTHER THAN AS SET FORTH IN SECTION 1.8, EACH ADMIN ENTITY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO SERVICES RENDERED OR PRODUCTS PROCURED FOR ANY PARENT ENTITY OR OPERATING ENTITY OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER ADMIN, ANY OF THE ADMIN ENTITIES OR OPERATING KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING.

(c) EACH ADMIN ENTITY MAKES NO EXPRESS OR IMPLIED WARRANTY, GUARANTY OR REPRESENTATION, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, SUITABILITY OR MERCHANTABILITY REGARDING ANY EQUIPMENT, MATERIALS, SUPPLIES OR SERVICES ACQUIRED FROM VENDORS, SUPPLIERS OR SUBCONTRACTORS. THE PARENT ENTITIES’ AND OPERATING ENTITIES’ EXCLUSIVE REMEDY WITH RESPECT TO EQUIPMENT, MATERIALS, SUPPLIES OR SERVICES OBTAINED BY AN ADMIN ENTITY OR FROM VENDORS, SUPPLIERS AND SUBCONTRACTORS, WHETHER BY AND THROUGH SUCH ADMIN ENTITY OR ON BEHALF OF A PARENT ENTITY OR OPERATING ENTITY, WILL BE THOSE UNDER THE VENDOR, SUPPLIER AND SUBCONTRACTOR WARRANTIES, IF ANY, AND EACH ADMIN ENTITY’S ONLY OBLIGATION, ARISING OUT OF OR IN CONNECTION WITH ANY SUCH WARRANTY OR BREACH THEREOF, WILL BE TO USE DILIGENT EFFORTS TO ENFORCE SUCH WARRANTIES ON BEHALF OF THE APPLICABLE PARENT ENTITY OR OPERATING ENTITY, AND SUCH PARENT ENTITY OR OPERATING ENTITY WILL HAVE NO OTHER REMEDIES AGAINST ANY ADMIN ENTITY WITH RESPECT TO EQUIPMENT, MATERIALS, SUPPLIES OR SERVICES OBTAINED BY ADMIN OR OPERATING FROM ITS VENDORS, SUPPLIERS AND SUBCONTRACTORS.

1.14 Use of Employees. EACH PARENT ENTITY AND OPERATING ENTITY ACKNOWLEDGES AND AGREES THAT EACH ADMIN ENTITY MAY UTILIZE SUCH ENTITY’S EMPLOYEES FOR THE PROVISION OF, OR ASSISTING IN PROVIDING, THE SERVICES HEREUNDER. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY INDEMNIFIED PARTY HAVE ANY LIABILITY OR BE RESPONSIBLE FOR ANY LOSSES ARISING FROM THE ACTS OR OMISSIONS OF SUCH ENTITY’S EMPLOYEES, REGARDLESS OF THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUDULENT CONDUCT OF ANY INDEMNIFIED PARTY, AND SUCH ENTITY SHALL INDEMNIFY, DEFEND AND HOLD EACH INDEMNIFIED PARTY HARMLESS FROM ANY LOSSES RESULTING OR ARISING FROM ANY SUCH ACTS OR OMISSIONS. EACH PARENT ENTITY AND OPERATING ENTITY FURTHER ACKNOWLEDGES THAT EACH ADMIN ENTITY WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR FAILURE TO PROVIDE SERVICES TO THE EXTENT SUCH PARENT ENTITY’S OR OPERATING ENTITY’S EMPLOYEES

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ARE UTILIZED OR FOR ENSURING ANY LEVEL OF SERVICE OR QUALITY FROM ANY OF SUCH ENTITY’S EMPLOYEE, IT BEING UNDERSTOOD THE APPLICABLE PARENT ENTITY OR OPERATING ENTITY SHALL REMAIN RESPONSIBLE FOR ITS EMPLOYEES AND THE QUALITY AND LEVEL OF SERVICE PROVIDED BY SUCH EMPLOYEES.

ARTICLE II

MISCELLANEOUS

2.1 Accuracy of Recitals. The paragraphs contained in the recitals to this Agreement are incorporated in this Agreement by this reference, and the Parties to this Agreement acknowledge the accuracy thereof.

2.2 Notices. Any notice, demand, or communication required or permitted under this Agreement shall be in writing and delivered personally, by reputable courier, or by facsimile, and shall be deemed to have been duly given as of the date and time reflected on the delivery receipt if delivered personally or sent by reputable courier service, or on the automatic telecopier receipt if sent by telecopier, addressed as follows:

If to any Parent Entity and/or any Operating Entity:

c/o WaterBridge Resources LLC

840 Gessner Road, Suite 100

Houston, TX 77024

Attn: General Counsel

Email: harrison.bolling@h2obridge.com

If to Admin and/or any Admin Entity:

WaterBridge Resources LLC

840 Gessner Road, Suite 100

Houston, TX 77024

Attn: General Counsel

Email: harrison.bolling@h2obridge.com

A Party may change its address for the purposes of notices hereunder by giving notice to the other Parties specifying such changed address in the manner specified in this Section 2.2.

2.3 Further Assurances. The Parties agree to execute such additional instruments, agreements and documents, and to take such other actions, as may be necessary to effect the purposes of this Agreement.

2.4 No Third Party Beneficiaries. No Person not a Party to this Agreement will have any rights under this Agreement as a third party beneficiary or otherwise.

2.5 Relationship of the Parties. Nothing in this Agreement will constitute any Parent Entity, any Operating Entity, any Admin Entity or their respective affiliates as members of any partnership, joint venture, association, syndicate or other entity.

2.6 Assignment. No Party shall assign, mortgage, pledge or otherwise convey this Agreement or any of its rights or duties hereunder without the prior written consent of the other Parties hereto, or their respective successors and assigns, which consent shall not be unreasonably withheld; provided, however, that an Operating Entity may assign or convey its rights and obligations under this Agreement to another Operating Entity without the prior written consent of the other Parties hereto if such transferring Operating Entity provides written notice to the other Parties of such assignment or conveyance in accordance with

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Section 2.2 hereof. Unless written consent is not required under this Section 2.6, any attempted or purported assignment, mortgage, pledge or conveyance by a Party without the written consent of the other Parties hereto shall be void and of no force and effect. No assignment, mortgage, pledge or other conveyance by a Party shall relieve the Party of any liabilities or obligations under this Agreement.

2.7 Binding Effect. This Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives.

2.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which together shall constitute one and the same Agreement. Each Party may execute this Agreement by signing any such counterpart.

2.9 Time of the Essence. Time is of the essence in the performance of this Agreement.

2.10 Governing Law. This Agreement shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with and governed by, the laws of the State of Texas excluding its conflicts of laws principles that would apply the laws of another jurisdiction.

2.11 Delay or Partial Exercise Not Waiver. No failure or delay on the part of any Party to exercise any right or remedy under this Agreement will operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy under this Agreement preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or any related document. The waiver by a Party of a breach of any provisions of this Agreement will not constitute a waiver of a similar breach in the future or of any other breach or nullify the effectiveness of such provision.

2.12 Entire Agreement. This Agreement constitutes and expresses the entire agreement between the Parties with respect to the subject matter hereof. All previous discussions, promises, representations and understandings relative thereto, including the Original Agreement, are hereby merged in and superseded by this Agreement.

2.13 Waiver. To be effective, any waiver or any right under this Agreement will be in writing and signed by a duly authorized officer or representative of the Party bound thereby.

2.14 Signatories Duly Authorized. Each of the signatories to this Agreement represents that he is duly authorized to execute this Agreement on behalf of the Party for which he is signing, and that such signature is sufficient to bind the Party purportedly represented.

2.15 Incorporation of Exhibits and Schedules by References. Any reference herein to any exhibit or schedule to this Agreement will incorporate it herein, as if it were set out in full in the text of this Agreement.

2.16 Amendment. No amendment or modification of any provision of this Agreement will be effective unless it is in writing and signed by all Parties affected; provided, however, that Admin shall be entitled to amend Schedules I, II and III to this Agreement from time to time without consent of any other Party in order to reflect the addition of further Parties who have executed a Joinder.

2.17 No Recourse Against Officers, Directors, Managers or Employees. For the avoidance of doubt and notwithstanding anything herein to the contrary, the provisions of this Agreement will not give rise to any right of recourse against any officer, director, manager or employee of any Party or of any of its affiliates.

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2.18 Interpretation. All references to any agreement or document shall be construed as of the particular time that such agreement or document may then have been executed, amended, varied, supplemented or modified. References in the singular shall include the plural and vice versa. References to a particular article, section, subsection, paragraph, subparagraph, schedule, exhibit or appendix, if any, shall be a reference to such article, section, subsection, paragraph, subparagraph, schedule, exhibit or appendix in and to this Agreement. The words “include” and “including” shall include the phrase “not limited to.” Any reference to a Person shall include that Person’s successors and assigns or to any Person succeeding to that Person’s functions. Any schedules, exhibits or appendices are fully incorporated and made part of this Agreement. Any schedules, exhibits or appendices shall be read in conjunction with the provisions of the body of this Agreement, and such schedules, exhibits or appendices and the body of this Agreement shall be interpreted to give effect to the intent of the Parties as evidenced by their terms when taken as a whole, provided, however, that in the event of an irreconcilable conflict between the terms of a schedule, exhibit or appendix and the provisions of the body of this Agreement, the provisions of the body of this Agreement shall control. Where a date or time period is specified, it will be deemed inclusive of the last day in such period or the date specified, as the case may be.

[Signature pages follow]

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IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the date first written above.

WaterBridge Resources LLC
By:	/s/ Steven R. Jones
Name:	Steven R. Jones
Title:	EVP & CFO
WaterBridge Management Inc.
By:	/s/ Steven R. Jones
Name:	Steven R. Jones
Title:	EVP & CFO
WaterBridge Management Company LLC
By:	/s/ Steven R. Jones
Name:	Steven R. Jones
Title:	EVP & CFO
Water Bridge Holdings LLC
By:	/s/ Steven R. Jones
Name:	Steven R. Jones
Title:	EVP & CFO
WaterBridge Operating LLC
By:	/s/ Steven R. Jones
Name:	Steven R. Jones
Title:	EVP & CFO
WaterBridge Resources Delaware, LLC
By:	/s/ Steven R. Jones
Name:	Steven R. Jones
Title:	EVP & CFO

Signature Page to Services Agreement

WaterBridge Texas Operating LLC
By:	/s/ Steven R. Jones
Name:	Steven R. Jones
Title	EVP & CFO
WaterBridge Texas Midstream LLC
By:	/s/ Steven R. Jones
Name:	Steven R. Jones
Title:	EVP & CFO
WaterBridge Resources Mid-Continent, LLC
By:	/s/ Steven R. Jones
Name:	Steven R. Jones
Title:	EVP & CFO
WaterBridge Arkoma Operating, LLC
By:	/s/ Steven R. Jones
Name:	Steven R. Jones
Title:	EVP & CFO
Arkoma Water Resources, LLC
By:	/s/ Steven R. Jones
Name:	Steven R. Jones
Title:	EVP & CFO

Signature Page to Services Agreement

WaterBridge Development LLC
By:	/s/ David N. Capobianco
Name:	David N. Capobianco
Title:	Chief Executive Officer
WaterBridge Development II LLC
By:	/s/ David N. Capobianco
Name:	David N. Capobianco
Title:	Chief Executive Officer
WaterBridge Development III LLC
By:	/s/ David N. Capobianco
Name:	David N. Capobianco
Title:	Chief Executive Officer

Signature Page to Amended and Restated Services Agreement

SCHEDULE I

Admin Entities

1. WaterBridge Management Inc.

2. WaterBridge Management Company LLC

Schedule I

SCHEDULE II

Operating Entities

1. WaterBridge Holdings LLC

2. WaterBridge Operating LLC

3. WaterBridge Resources Delaware, LLC

4. WaterBridge Texas Operating LLC

5. WaterBridge Texas Midstream LLC

6. WaterBridge Resources Mid-Continent, LLC

7. WaterBridge Arkoma Operating LLC

8. Arkoma Water Resources, LLC

9. WaterBridge Development LLC

10. WaterBridge Development II LLC

11. WaterBridge Development III LLC

Schedule II

SCHEDULE III

Development Entities

1. WaterBridge Development LLC

2. WaterBridge Development II LLC

3. WaterBridge Development III LLC

Schedule III

SCHEDULE IV

General and Administrative Services

1. Financial and administrative services (including treasury and accounting)

2. Information technology

3. Legal services

4. Health, safety and environmental services

5. Human resources services

6. Business development services, including performing due diligence for potential acquisitions and expansions

7. Investor relations and government relations

8. Tax matters

9. Insurance administration

10. Facility management services

11. Public outreach services

12. Land administration services

Schedule IV

SCHEDULE V

Operational and Maintenance Services

1. All physical operations and maintenance with respect to the assets of such Operating Entity, including furnishing all materials, equipment, services, supplies and labor necessary for the physical operation and maintenance of such assets (including maintaining and repairing equipment as needed to keep the assets in good working order and conducting all day-to-day operations of the assets)

2. Providing, managing and conducting the business operations associated with the assets of such Operating Entity

3. All project management, construction and engineering services required for the acquisition, design, construction and/or expansion of the assets of such Operating Entity, including the acquisition of all necessary fee surface, easements, ROW or other property rights, and the provision of any related services and equipment

Schedule V

EXHIBIT A

FORM OF JOINDER AGREEMENT TO SERVICES AGREEMENT

THIS JOINDER AGREEMENT TO SERVICES AGREEMENT (this “Joinder”) is executed and delivered as of this    day of     20[ ], by      , a      , and is effective as of the date hereof. All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Amended & Restated Services Agreement, dated effective as of February 27, 2019, by and among WaterBridge Resources LLC, a Texas limited liability company, WaterBridge Management Company LLC, a Delaware limited liability company, WaterBridge Holdings LLC, a Delaware limited liability company, and the other parties thereto (the “Services Agreement”).

By executing and delivering this Joinder, the undersigned hereby agrees that it is a party to, is bound by, and will comply with all of the provisions of the Services Agreement as an [Admin Entity / Operating Entity / Parent Entity / Development Entity] in the same manner as if the undersigned were an original signatory to the Services Agreement.

IN WITNESS WHEREOF, the undersigned hereby executes and delivers this Joinder to be effective for all purposes as of the date set forth above.

[           ]

By:

Name:

Title:

Exhibit A

EX-10.7

Exhibit 10.7

CREDIT AGREEMENT

among

DBR LAND LLC,

as Borrower

DBR REIT LLC, DBR DESERT LLC, DBR REEVES LLC, DELAWARE BASIN RANCHES

INC., HH OPERATING, LLC, DBR SOLAR LLC and PECOS RENEWABLES LLC, as

Guarantors

THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO

THE LENDERS FROM TIME TO TIME PARTY HERETO

TEXAS CAPITAL BANK,

as Administrative Agent and L/C Issuer

TCBI SECURITIES, INC.,

as Joint Lead Arranger and Sole Book Runner

WELLS FARGO BANK, N.A.,

as Joint Lead Arranger

and

CAPITAL FARM CREDIT, ACA,

as Title Agent

DATED AS OF JULY 3, 2023

TABLE OF CONTENTS

		Page
ARTICLE 1. DEFINITIONS			1
Section 1.1	Definitions		1
Section 1.2	Accounting Matters		49
Section 1.3	ERISA Matters		50
Section 1.4	Letter of Credit Amounts		50
Section 1.5	Other Definitional Provisions		50
Section 1.6	Interpretative Provision		51
Section 1.7	Times of Day		51
Section 1.8	Other Loan Documents		51
Section 1.9	Divisions		51
Section 1.10	Rates		51
Section 1.11	Rounding		52
ARTICLE 2. THE COMMITMENTS AND CREDIT EXTENSIONS			52
Section 2.1	The Loans		52
Section 2.2	Letters of Credit		54
Section 2.3	Fees		63
Section 2.4	Payments Generally; Administrative Agent’s Clawback		64
Section 2.5	Evidence of Debt		65
Section 2.6	Cash Collateral		66
Section 2.7	Interest; Payment Terms		67
Section 2.8	Voluntary Termination or Reduction of Revolving Credit Commitments; Prepayments		69
Section 2.9	Uncommitted Increase in Revolving Credit Commitments		73
ARTICLE 3. TAXES, YIELD PROTECTION AND INDEMNITY			75
Section 3.1	Increased Costs		75
Section 3.2	Illegality		76
Section 3.3	Changed Circumstances; Benchmark Replacement		77
Section 3.4	Taxes		79
Section 3.5	Compensation for Losses		83
Section 3.6	Mitigation of Obligations; Replacement of Lenders		84
Section 3.7	Survival		85
ARTICLE 4. CONDITIONS PRECEDENT			85
Section 4.1	Initial Extension of Credit		85
Section 4.2	All Extensions of Credit		89

i

ARTICLE 5. REPRESENTATIONS AND WARRANTIES		90
Section 5.1	Entity Existence	90
Section 5.2	Financial Statements; Etc	90
Section 5.3	Action; No Breach	90
Section 5.4	Operation of Business	91
Section 5.5	Litigation and Judgments	91
Section 5.6	Rights in Properties; Liens	91
Section 5.7	Enforceability	92
Section 5.8	Approvals	92
Section 5.9	Taxes	93
Section 5.10	Use of Proceeds; Margin Securities	93
Section 5.11	ERISA	93
Section 5.12	Disclosure	94
Section 5.13	Subsidiaries	94
Section 5.14	Agreements; No Default	94
Section 5.15	Compliance with Laws	95
Section 5.16	[Reserved]	95
Section 5.17	Regulated Entities	95
Section 5.18	Environmental Matters	95
Section 5.19	Intellectual Property	96
Section 5.20	Anti-Corruption Laws; Sanctions; Etc	96
Section 5.21	PATRIOT Act	96
Section 5.22	Insurance	97
Section 5.23	Solvency	97
Section 5.24	Security Documents	97
Section 5.25	Businesses	97
Section 5.26	Labor Matters	97
Section 5.27	Material Agreements	97
Section 5.28	Affiliate Transactions	97
Section 5.29	Qualified ECP Guarantor	98
ARTICLE 6. AFFIRMATIVE COVENANTS		98
Section 6.1	Reporting Requirements	98
Section 6.2	Maintenance of Existence; Conduct of Business	102
Section 6.3	Maintenance of Properties	102
Section 6.4	Taxes and Claims	102
Section 6.5	Insurance	103
Section 6.6	Inspection Rights; Lender Meetings	103
Section 6.7	Keeping Books and Records	104
Section 6.8	Compliance with Laws	104
Section 6.9	Compliance with Agreements	104
Section 6.10	Further Assurances	104
Section 6.11	ERISA	104
Section 6.12	Account Control Agreements	104
Section 6.13	Additional Guarantors; Collateral Matters	105

ii

Section 6.14	Sanctions; Anti-Corruption Laws	106
Section 6.15	Post-Closing Covenants	106
Section 6.16	Real Property	107
Section 6.17	Unrestricted Subsidiaries	107
ARTICLE 7. NEGATIVE COVENANTS		109
Section 7.1	Debt	109
Section 7.2	Limitation on Liens	111
Section 7.3	Mergers, Etc	113
Section 7.4	Restricted Payments	113
Section 7.5	Loans and Investments	115
Section 7.6	Limitation on Issuance of Equity	117
Section 7.7	Transactions With Affiliates	117
Section 7.8	Disposition of Assets	118
Section 7.9	Sale and Leaseback	120
Section 7.10	Nature of Business	120
Section 7.11	Environmental Protection	120
Section 7.12	Accounting	120
Section 7.13	Burdensome Agreements	120
Section 7.14	Subsidiaries	121
Section 7.15	Amendments of Certain Documents	121
Section 7.16	Hedge Agreements	121
Section 7.17	Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws	121
Section 7.18	Prepayment of Debt	121
ARTICLE 8. FINANCIAL COVENANTS		122
Section 8.1	Leverage Ratio	122
Section 8.2	Interest Coverage Ratio	122
Section 8.3	Debt Service Coverage Ratio	122
ARTICLE 9. DEFAULT		123
Section 9.1	Events of Default	123
Section 9.2	Remedies Upon Default	125
Section 9.3	Application of Funds	125
Section 9.4	Right to Cure	126
Section 9.5	Performance by Administrative Agent	128
ARTICLE 10. AGENCY		128
Section 10.1	Appointment and Authority	128
Section 10.2	Rights as a Lender	129
Section 10.3	Exculpatory Provisions	129
Section 10.4	Reliance by Administrative Agent	130
Section 10.5	Delegation of Duties	131
Section 10.6	Resignation of Administrative Agent	131

iii

Section 10.7	Non-Reliance on Administrative Agent and Other Lenders	132
Section 10.8	Administrative Agent May File Proofs of Claim	133
Section 10.9	Collateral and Guaranty Matters	134
Section 10.10	Bank Product Agreements	135
Section 10.11	Certain ERISA Matters	135
Section 10.12	Credit Bidding	137
Section 10.13	No Other Duties, Etc	138
Section 10.14	Flood Laws	138
Section 10.15	Erroneous Payments	138
ARTICLE 11. MISCELLANEOUS		141
Section 11.1	Expenses	141
Section 11.2	INDEMNIFICATION	142
Section 11.3	Limitation of Liability	143
Section 11.4	No Duty	144
Section 11.5	Lenders Not Fiduciary	144
Section 11.6	Equitable Relief	145
Section 11.7	No Waiver; Cumulative Remedies	145
Section 11.8	Successors and Assigns	145
Section 11.9	Survival	150
Section 11.10	Amendment	150
Section 11.11	Notices	152
Section 11.12	Governing Law; Venue; Service of Process	154
Section 11.13	Counterparts	155
Section 11.14	Severability	155
Section 11.15	Headings	155
Section 11.16	Construction	155
Section 11.17	Independence of Covenants	155
Section 11.18	WAIVER OF JURY TRIAL	155
Section 11.19	Additional Interest Provision	156
Section 11.20	Ceiling Election	157
Section 11.21	USA PATRIOT Act Notice	157
Section 11.22	Defaulting Lenders	157
Section 11.23	Sharing of Payments by Lenders	160
Section 11.24	Payments Set Aside	161
Section 11.25	Setoff	161
Section 11.26	Confidentiality	162
Section 11.27	Electronic Execution of Assignments and Certain Other Documents	163
Section 11.28	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	164
Section 11.29	Keepwell	164
Section 11.30	Acknowledgement Regarding Any Supported QFCs	165
Section 11.31	NOTICE OF FINAL AGREEMENT	165

iv

ARTICLE 12. GUARANTY		166
Section 12.1	Guaranty	166
Section 12.2	Payment	166
Section 12.3	Agreements and Waivers	166
Section 12.4	Liability	168
Section 12.5	Subordination	169
Section 12.6	Subrogation	169
Section 12.7	Other Indebtedness or Obligations of Guarantors	169
Section 12.8	Costs and Expenses	170
Section 12.9	Exercising Rights, Etc	170
Section 12.10	Benefit; Binding Effect	170
Section 12.11	Multiple Guarantors	170
Section 12.12	Additional Guarantors	170
Section 12.13	Reinstatement	171
Section 12.14	Maximum Liability	171

v

INDEX TO SCHEDULES

Schedule	Description of Schedule	Section
2.1	Commitments and Applicable Percentages	2.1
5.5	Litigation and Judgments	5.5
5.9	Taxes	5.9
5.13	Subsidiaries	5.13
5.27	Material Agreements	5.27
5.28	Affiliate Transactions	5.28
7.1	Existing Debt	7.1
7.2	Existing Liens	7.2
7.5	Existing Investments	7.5
11.11	Notices	11.11

INDEX TO EXHIBITS

Exhibit	Description of Exhibit	Section
A	Assignment and Assumption	1.1
B	Compliance Certificate	1.1
C	Revolving Credit Borrowing Request	1.1
D	Revolving Credit Note	1.1
E	Term Loan Borrowing Request	1.1
F	Term Loan Note	1.1
G	Tax Forms	3.4(g)
H	Guarantor Joinder Agreement	1.1
I	Free Cash Flow Usage Certificate	7.4

vi

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 3, 2023, is by and among DBR LAND LLC, a Delaware limited liability company (“Borrower”), DBR REIT LLC, a Delaware limited liability company (“DBR REIT”), as a Guarantor, DBR DESERT LLC, a Delaware limited liability company (“DBR Desert”), as a Guarantor, DBR REEVES LLC, a Delaware limited liability company (“DBR Reeves”), as a Guarantor, DELAWARE BASIN RANCHES INC., a Texas corporation (“DBRI”), as a Guarantor, HH OPERATING, LLC, a Texas limited liability company (“HH Operating”), as a Guarantor, DBR SOLAR LLC, a Delaware limited liability company (“DBR Solar”), as a Guarantor, PECOS RENEWABLES LLC, a Delaware limited liability company (“Pecos Renewables”), as a Guarantor, each of the other Guarantors from time to time party hereto, the lenders from time to time party hereto (collectively, the “Lenders” and each, individually, a “Lender”), and TEXAS CAPITAL BANK, a Texas state bank, as Administrative Agent and L/C Issuer.

RECITALS

Borrower has requested that the Lenders extend credit to Borrower as described in this Agreement. The Lenders are willing to make such credit available to Borrower upon and subject to the provisions, terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE 1.

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, all exhibits, appendices and schedules hereto and in any note, certificate, report or other Loan Document made or delivered pursuant to this Agreement, the following terms will have the meanings given such terms in this Article 1 or in the provision, section or recital referred to below:

“Account” means an account, as defined in the UCC.

“Account Control Agreement” means a control agreement, in form and substance reasonably satisfactory to Administrative Agent, which grants Administrative Agent “control” (within the meaning of Section 8.106 or Section 9.104 of the UCC, as applicable, in the applicable jurisdiction) over any Deposit Account, Securities Account or Commodity Account maintained by any Loan Party, in each case, among Administrative Agent, the applicable Loan Party and the applicable financial institution at which such Deposit Account, Securities Account or Commodity Account is maintained.

“Acquisition” means the acquisition by any Person of (a) a majority of the Equity Interests of another Person, (b) all or substantially all of the assets of another Person or (c) all or substantially all of a business unit or line of business of another Person, in each case (i) whether or not involving a merger or consolidation with such other Person and (ii) whether in one (1) transaction or a series of related transactions.

“Acquisition Consideration” means the consideration given by Borrower or any of its Restricted Subsidiaries for an Acquisition, including but not limited to the sum of (without duplication) (a) the fair market value of any cash, Property (excluding Equity Interests) or services given, plus (b) the amount of any Debt assumed, incurred or guaranteed (to the extent not otherwise included) in connection with such Acquisition by Borrower or any of its Restricted Subsidiaries.

“Additional Guarantor” has the meaning set forth in Section 12.12.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Administrative Agent” means Texas Capital Bank, in its capacity as administrative agent under any of the Loan Documents, until the appointment of a successor administrative agent pursuant to the terms of this Agreement and, thereafter, means such successor administrative agent.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, as to any Person, any other Person that directly or indirectly, through one (1) or more intermediaries, Controls or is Controlled by, or is under common Control with, such Person.

“Affiliate Material Agreement” means a Material Agreement under which a non-Loan Party Affiliate of any Loan Party is a counterparty.

“Affiliated Debt” has the meaning set forth in Section 12.5.

“Agent Parties” means, collectively, Administrative Agent and its Related Parties.

“Agreement” has the meaning set forth in the introductory paragraph hereto, and includes all schedules, exhibits and appendices attached or otherwise identified therewith.

“Anti-Corruption Laws” means all state or federal Laws, rules, and regulations of any jurisdiction applicable to the Loan Parties or any of their controlled or controlling Affiliates from time to time concerning or relating to bribery or corruption, including the FCPA and the Bank Secrecy Act, and other similar anti-corruption legislation in other jurisdictions.

“Anti-Terrorism Laws” has the meaning set forth in Section 5.21.

CREDIT AGREEMENT – Page 2

“Applicable Margin” means the applicable percentages per annum set forth below, based upon the Leverage Ratio, as set forth in the most recent Compliance Certificate received by Administrative Agent pursuant to Section 6.1(c):

Prior to the consummation of a Qualified IPO:

Pricing Level	Leverage Ratio	Term SOFR Loans and Letter of Credit Fee			Base Rate Loans			Commitment Fee
1	>3.50:1		4.00	%		3.00	%		0.50	%
2	>3.00:1 but < 3.50:1		3.75	%		2.75	%		0.50	%
3	> 2.50:1 but < 3.00:1		3.50	%		2.50	%		0.50	%
4	> 2.00:1 but < 2.50:1		3.25	%		2.25	%		0.50	%
5	< 2.00:1		3.00	%		2.00	%		0.50	%

On the date a Qualified IPO is consummated and at all times thereafter:

Pricing Level	Leverage Ratio	Term SOFR Loans and Letter of Credit Fee			Base Rate Loans			Commitment Fee
1	> 3.50:1		3.75	%		2.75	%		0.50	%
2	> 3.00:1 but < 3.50:1		3.50	%		2.50	%		0.50	%
3	> 2.50:1 but < 3.00:1		3.25	%		2.25	%		0.50	%
4	> 2.00:1 but < 2.50:1		3.00	%		2.00	%		0.375	%
5	< 2.00:1		2.75	%		1.75	%		0.375	%

Any increase or decrease in the Applicable Margin resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.1(c); provided that if a Compliance Certificate is not delivered when due in accordance with such Section, then upon the request of the Required Lenders, Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Margin from the Closing Date through the date a Compliance Certificate is delivered pursuant to Section 6.1(c) in respect of the first full fiscal quarter of Borrower ending after the Closing Date shall be determined based upon Pricing Level 4.

CREDIT AGREEMENT – Page 3

If, as a result of any restatement of or other adjustment to the financial statements of Borrower or for any other reason, Borrower or the Required Lenders determine that (i) the Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, Borrower shall immediately and retroactively be obligated to pay to Administrative Agent for the account of the applicable Lenders or L/C Issuer, as the case may be, promptly on demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United States, automatically and without further action by Administrative Agent, any Lender or L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of Administrative Agent, any Lender or L/C Issuer, as the case may be, including the rights available under Article 2 or under Article 9.

“Applicable Percentage” means (a) in respect of the Term Loan Facility, with respect to any Term Loan Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate Term Loan Commitments represented by such Term Loan Lender’s Term Loan Commitment at such time (or, at any time after the Closing Date, the Outstanding Amount of such Term Loan Lender’s Term Loans at such time), and (b) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate Revolving Credit Commitments represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time; provided that if the Revolving Credit Commitments have been terminated pursuant to the terms hereof, then the Applicable Percentage of each Revolving Credit Lender shall be determined based upon the Applicable Percentage of such Revolving Credit Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Applicable Rate” means (a) in the case of a Base Rate Loan, the Base Rate plus the Applicable Margin; and (b) in the case of a Term SOFR Loan, Adjusted Term SOFR plus the Applicable Margin.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means TCBI Securities, Inc., in its capacity as sole lead arranger and sole book runner.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.8), and accepted by Administrative Agent, in substantially the form of Exhibit A or any other form approved by Administrative Agent.

“Authorized Party” has the meaning set forth in Section 11.11(d)(iii).

“Auto-Extension Letter of Credit” means a Letter of Credit that has automatic extension provisions.

CREDIT AGREEMENT – Page 4

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.3(b)(iv).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Product Agreements” means those certain agreements entered into from time to time between any Loan Party or any of its Restricted Subsidiaries and a Bank Product Provider in connection with any of the Bank Products, including without limitation, Hedge Agreements.

“Bank Product Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by any Loan Party or any of its Restricted Subsidiaries to any Bank Product Provider pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that any Loan Party or such Restricted Subsidiary is obligated to reimburse to any Bank Product Provider as a result of such Bank Product Provider purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to any Loan Party or such Restricted Subsidiaries pursuant to the Bank Product Agreements. For the avoidance of doubt, the Bank Product Obligations arising under any Hedge Agreement shall be determined by the Hedge Termination Value thereof.

“Bank Product Provider” means any Person that is a party to a Bank Product Agreement with or provides Bank Products to any Loan Party or any of their Restricted Subsidiaries that entered into such Bank Product Agreement or provided such Bank Product while such Person was a Lender or an Affiliate of a Lender, whether or not such Person at any time cease to be a Lender or an Affiliate of a Lender, as the case may be.

“Bank Products” means any service provided to, facility extended to, or transaction entered into with, any Loan Party by any Bank Product Provider consisting of (a) Deposit Accounts, (b) cash management services, including treasury, depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline

CREDIT AGREEMENT – Page 5

system) and other cash management arrangements maintained with any Bank Product Provider, (c) debit cards, stored value cards, and credit cards (including commercial credit cards (including so-called “procurement cards” or “P-cards”)) and debit card and credit card processing services or (d) Hedge Agreements.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, a rate of interest per annum equal to the highest of (a) the Prime Rate for such day; (b) the sum of the Federal Funds Rate for such day plus one half of one percent (0.5%); and (c) Adjusted Term SOFR for a one month tenor for such day plus one percent (1.00%); provided, however, if the Base Rate as determined pursuant to the foregoing shall be less than one percent (1.00%), such rate shall be deemed one percent (1.00%) for purposes of this Agreement. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR shall be effective on the effective day of such change in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR, respectively.

“Base Rate Borrowing” means, as to any Borrowing, the Base Rate Loans comprising such Borrowing.

“Base Rate Loan” means a Loan bearing interest based on the Base Rate.

“Base Rate Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.3(b)(i).

“Benchmark Rate Borrowing” means, as to any Borrowing, the Benchmark Rate Loans comprising such Borrowing.

“Benchmark Rate Loan” means a Loan bearing interest based on the then existing Benchmark (initially, Adjusted Term SOFR).

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by Administrative Agent for the applicable Benchmark Replacement Date:

(a) the sum of: (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment; or

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant

CREDIT AGREEMENT – Page 6

Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, (a) with respect to Daily Simple SOFR, 0.11448%, and (b) with respect to any other replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.3(b) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.3(b).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. §1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to

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which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Board of Governors” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” means the Person identified as such in the introductory paragraph hereto, and its successors and assigns to the extent permitted by Section 11.8.

“Borrowing” means a Revolving Credit Borrowing or a Term Loan Borrowing, as the context may require.

“Borrowing Request” means a Revolving Credit Borrowing Request or a Term Loan Borrowing Request, as applicable.

“Business Day” means for all purposes, a weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in Dallas, Texas are authorized or required by Law to be closed. Unless otherwise provided, the term “days” when used herein means calendar days.

“Cash Collateralize” means to pledge and deposit with or deliver to Administrative Agent, for the benefit of one or more of L/C Issuer or the Revolving Credit Lenders, as collateral for L/C Obligations or obligations of the Revolving Credit Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if Administrative Agent and L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to Administrative Agent and L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means assets described in clauses (b), (c) and (d) of Section 7.5.

“Cash Interest Expense” means, for any Person for any Test Period, total interest expense in respect of all outstanding Funded Debt actually paid or that is payable by such Person during such Test Period, including, without limitation, all discounts and all net costs under Hedge Agreements in respect of interest rates to the extent such costs are allocable to such Test Period, but excluding interest expense not payable in cash (and it being understood and agreed that underwriting fees, structuring fees, arrangement fees, upfront fees, fronting fees, other fees similar to the foregoing shall not be included in the calculation of Cash Interest Expense), all as determined in accordance with GAAP.

“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any Property of the Loan Parties or any of their Restricted Subsidiaries.

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“Change in Control” means the occurrence of any of the following:

(a) prior to a Qualified IPO, the Permitted Holders, on a collective basis, shall (i) cease to beneficially own and control, directly or indirectly, Equity Interests of the Borrower representing more than 50% of the aggregate voting power and economic interests represented by all issued and outstanding Equity Interests of the Borrower or (ii) cease to Control the Borrower;

(b) after a Qualified IPO, any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than the Permitted Holders, shall beneficially own and control, directly or indirectly, Equity Interests of the Borrower representing at least 30% of the aggregate ordinary voting power and economic interests represented by the issued and outstanding Equity Interests of the Borrower; or

(c) at any time, Holdings shall cease to directly own and control the entirety of all issued and outstanding Equity Interests of the Borrower and to Control the Borrower; provided that a transaction in which the Borrower becomes a Subsidiary of another Person shall not constitute a Change in Control if (i) such Person is the New Parent, (ii) immediately following such transaction, the New Parent directly owns 100% of the Equity Interests of the Borrower and Controls the Borrower and (iii) the New Parent executes and delivers to the Administrative Agent a pledge agreement in the form of the Pledge Agreement contemporaneously with or immediately following such transaction.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty, (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or the implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, implemented, adopted or issued.

“Closing Date” means the first date all the conditions precedent in Section 4.1 are satisfied or waived in accordance with Section 11.10.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means, collectively, all of the Property of Borrower and the other Loan Parties in which Liens are granted and/or purported to be granted pursuant to the Security Documents to secure the Obligations or any part thereof, other than Excluded Assets.

“Commercial Operation Date” means the date on which a Material Project is substantially complete and commercially operable.

“Commitment” means a Term Loan Commitment or a Revolving Credit Commitment, as the context may require.

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“Commitment Fee” has the meaning set forth in Section 2.3(c).

“Commodity Account” shall have the meaning set forth in Article 9 of the UCC.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed to Administrative Agent, any Lender, or L/C Issuer by means of electronic communications pursuant to Section 11.11(d), including through the Platform.

“Compliance Certificate” means a certificate, substantially in the form of Exhibit B, or in any other form agreed to by Borrower and Administrative Agent, prepared by and certified by a Responsible Officer of Borrower.

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with Term SOFR or any Benchmark Replacement, as applicable, any technical, administrative or operational changes (including changes to the definitions of “Base Rate”, “Business Day”, “Interest Period” (or any similar or analogous definition), “U.S. Government Securities Business Day”, or the timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Net Tangible Assets” means the total assets of the Borrower and its Restricted Subsidiaries as of the most recent fiscal quarter end for which a consolidated balance sheet of the Borrower is available as of that date, minus all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and other like intangible assets of the Borrower and its Restricted Subsidiaries reflected on such balance sheet, as determined on a consolidated basis in accordance with GAAP. For the avoidance of doubt, Consolidated Net Tangible Assets shall not include any assets attributable to Unrestricted Subsidiaries or Joint Ventures or which constitute Excluded Contribution Assets.

“Constituent Documents” means (a) in the case of a corporation, its articles or certificate of incorporation and bylaws; (b) in the case of a general partnership, its partnership agreement;

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(c) in the case of a limited partnership, its certificate of limited partnership or certificate of formation, as applicable, and partnership agreement; (d) in the case of a trust, its trust agreement; (e) in the case of a joint venture, its joint venture agreement; (f) in the case of a limited liability company, its articles of organization, operating agreement, regulations and/or other organizational and governance documents and agreements; and (g) in the case of any other entity, its organizational and governance documents and agreements.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning set forth in Section 11.30.

“Credit Extension” means each of (a) a Borrowing and (b) an L/C Credit Extension.

“Cure Amount” has the meaning set forth in Section 9.4.

“Cure Period” has the meaning set forth in Section 9.4.

“Cure Right” has the meaning set forth in Section 9.4.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if Administrative Agent decides that any such convention is not administratively feasible for Administrative Agent, then Administrative Agent may establish another convention in its reasonable discretion.

“Daily Simple SOFR Loan” means a Loan bearing interest based on Daily Simple SOFR.

“DBR Desert” has the meaning set forth in the introductory paragraph to this Agreement.

“DBR Reeves” has the meaning set forth in the introductory paragraph to this Agreement.

“DBR REIT” has the meaning set forth in the introductory paragraph to this Agreement.

“DBR Solar” has the meaning set forth in the introductory paragraph to this Agreement.

“DBRI” has the meaning set forth in the introductory paragraph to this Agreement.

“Debt” means, of any Person as of any date of determination (without duplication): (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by

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bonds, notes, debentures, or other similar instruments (excluding, for avoidance of doubt, obligations of the type described in clause (l) below); (c) all obligations of such Person to pay the deferred purchase price of Property or services, except (i) accounts payable of such Person arising in the ordinary course of business that (A) are not past due by more than ninety (90) days or (B) are being disputed in good faith and by appropriate proceedings diligently pursued, and for which adequate reserves in accordance with GAAP have been established and (ii) earn-out and other contingent consideration obligations that have not been fully earned by the payee of such obligations; (d) all Finance Lease Obligations of such Person; (e) all Debt or other obligations of others Guaranteed by such Person; (f) all obligations secured by a Lien existing on Property owned by such Person, whether or not the obligations secured thereby have been assumed by such Person or are non-recourse to the credit of such Person; (g) [Reserved]; (h) any repurchase obligation or repurchase liability of a Person with respect to Accounts, chattel paper or notes receivable sold by such Person; (i) any liability under a sale and leaseback transaction that is not a Finance Lease Obligation; (j) any obligation under any so called “synthetic leases”, calculated as the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Finance Lease Obligation; (k) [Reserved]; (l) all payment and reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers’ acceptances, surety or other bonds and similar instruments; (m) all liabilities of such Person in respect of unfunded vested benefits under any Plan in excess of $500,000; (n) all net Hedge Obligations of such Person, valued at the Hedge Termination Value thereof; and (o) all obligations of such Person in respect of Disqualified Equity Interests.

For all purposes, the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person. The amount of any Debt of any Person for purposes of clause (f) that is expressly made non-recourse or limited-recourse (limited solely to the assets securing such Debt) to such Person shall be deemed to be equal to the lesser of (i) the aggregate principal amount of such Debt and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Debt Service” means, for any Person for any period, the sum of (a) all regularly scheduled principal payments of Funded Debt (other than regularly scheduled payments of principal that pay such Funded Debt in full) and (b) all Cash Interest Expense that are paid or payable during such period, in respect of all Funded Debt of such Person.

“Debtor Relief Laws” means the Bankruptcy Code, or any other applicable Law, domestic or foreign, as now or hereafter in effect, relating to bankruptcy, insolvency, liquidation, receivership, reorganization, assignment for the benefit of creditors, moratorium, arrangement or composition, extension or adjustment of debts, or similar Laws affecting the rights of creditors.

“Deeds” means any deed or other real property instruments vesting fee title.

“Default” means an Event of Default or the occurrence of an event or condition which with notice or lapse of time or both would become an Event of Default.

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“Default Interest Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Margin applicable to a Base Rate Loan plus (iii) two percent (2%) per annum; provided, however, that with respect to a Benchmark Rate Loan, the Default Interest Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus two percent (2%) per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Margin plus two percent (2%) per annum; provided, however, in no event shall the Default Interest Rate exceed the Maximum Rate.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means, subject to Section 11.22(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder, unless such failure to fund is the result of a condition precedent to such funding obligation not being satisfied, and such Lender has notified the Administrative Agent of same, or (ii) pay to Administrative Agent, L/C Issuer or any Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified Borrower, Administrative Agent or L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect, (c) has failed, within three (3) Business Days after written request by Administrative Agent or Borrower, to confirm in writing to Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent and Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 11.22(b)) upon delivery of written notice of such determination to Borrower and each Lender.

“Deposit Account” shall have the meaning set forth in Article 9 of the UCC.

“Disposition” means any sale, lease, sub-lease, license, transfer, assignment, conveyance, release, loss or other disposition, or the entry into any contract the performance of which would result in any of the foregoing, of any interest in Property, or of any interest in a Subsidiary that owns Property, in any transaction or event or series of transactions or events (including pursuant to a division), and “Dispose” has the correlative meaning thereto.

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“Disqualified Equity Interest” means any Equity Interest that, by its terms (or the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Debt or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of any Loan Party or any Subsidiary of a Loan Party or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by any Loan Party or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Distributable Free Cash Flow Amount” means, as of any date of determination, the remainder of (a) Free Cash Flow for the Test Period most recently ended for which financial statements have been delivered pursuant to Section 6.1(b), minus (b) the aggregate amount of all Restricted Payments made pursuant to Section 7.4(e) during the three most recently completed Free Cash Flow Usage Periods and the then current Free Cash Flow Usage Period.

“Dollars” and “$” mean lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of any political subdivision of the U.S.

“EBITDA” means, for any Person for any Test Period, an amount, determined on a consolidated basis for such Person and its subsidiaries, equal to:

(a)  Net Income; plus

(b)  without duplication, the sum of the following to the extent deducted in the calculation of Net Income: (i) interest expense; (ii) tax expense based on income, profits, losses or capital; (iii) depreciation; (iv) amortization; (v) unusual and non-recurring losses determined in accordance with GAAP; (vi) other non-recurring expenses reducing such Net Income which do not represent a cash item in such Test Period or any future period; (vii) losses on the sale of assets (other than inventory in the ordinary course of business) or resulting from the termination of hedging transactions, and unrealized net losses in the marked-to-market value of any Hedging Agreement; (viii) any reasonable fees and out-of-pocket cost and expenses in connection with any waivers, amendments or maintenance (or similar actions) of the Loans and the Loan Documents, in each case, not related to the closing of the Loan Documents on or in connection with the Closing

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Date, including administrative agency fees paid to the Administrative Agent, amendment, consent, waiver and similar fees paid to the Administrative Agent, the Lenders, and the reimbursement of costs, fees and expenses of the Administrative Agent, and the Lenders as required hereunder; (ix) any reasonable fees, costs and expenses relating to the transactions contemplated hereunder or the consummation of any other transaction permitted under the Loan Documents (or any transaction proposed and not consummated), including equity issuances, investments, acquisitions, dispositions, recapitalizations, mergers, option buyouts, or the incurrence or repayment of indebtedness, audits or similar transactions, provided that the aggregate amount added back pursuant to this clause (ix) shall not exceed $2,000,000 in any four (4) fiscal quarter period; (x) any reasonable fees, costs and expenses, including audit expenses, relating to the Qualified IPO; (xi) the amount of any earn-out and other contingent consideration obligations in connection with any acquisition or other investment that are paid or accrued; (xii) to the extent actually received in cash by the Borrower or any other Loan Party (and attributable to and not exceeding such Loan Party’s proportionate share of equity earnings of such Person), equity earnings of any Unrestricted Subsidiaries or Joint Ventures; (xiii) all other non-cash loss, expense or charges and other non-operating expenses determined on a consolidated basis in accordance with GAAP, but excluding any non-cash loss, charge or expense (A) that is an accrual of a reserve for a cash expenditure or payment to be made, or anticipated to be made, in a future period or (B) relating to a write-down, write off or reserve with respect to accounts and inventory, in each case for such period; (xiv) the amount of any Permitted Tax Distributions made during such period; and (xv) (A) extraordinary losses and unusual or non-recurring costs, charges or expenses (including any unusual or non-recurring operating expenses attributable to the implementation of cost savings initiatives or any extraordinary losses and unusual or non-recurring charges or expenses attributable to legal and judgment settlements and costs and expenses in respect of contract acquisition costs and structured bonus payments in connection with contract acquisitions, synthetic joint ventures or otherwise), severance, relocations costs and curtailments or modifications to pension and post-retirement employee benefit plans and (B) restructuring charges, accruals or reserves (including restructuring costs related to acquisitions and to closure or consolidation of facilities) and other related charges, provided that the aggregate amount of restructuring charges, accruals or reserves and other related charges added back pursuant to this clause (xv), together with amounts of Material Project EBITDA Adjustments for such period, shall not exceed 20% of EBITDA for such period (calculated without giving effect to any such charges, accruals, reserves, cost savings, operating expense reductions and synergies); and provided further, that the aggregate amount of add-backs pursuant to clauses (viii) through (x), (xii) and (xv) preceding shall not exceed 20% of EBITDA for such period (calculated before giving effect to any such add-backs); minus

(c)  without duplication, the sum of the following to the extent included in the calculation of Net Income: (i) income Tax credits; (ii) unusual and non-recurring gains determined in accordance with GAAP; (iii) gains on the sale of assets (other than inventory in the ordinary course of business) or resulting from the termination of hedging transactions, and unrealized net gains in the marked-to-market value of any Hedging Agreement; (iv) all non-recurring, non-cash items increasing Net Income, but excluding any non-cash gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash items in any prior period (other than any such accruals or cash reserves that have been added back to Net Income in calculating EBITDA in accordance with this definition); (v) any cash payments made during such period in respect of non-cash charges described in clause (b)(vi) taken in a prior period and (vi) proceeds of or other income received from any Excluded Contribution Assets.

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For purposes of calculating EBITDA for any Test Period, if during such Test Period such Person shall have consummated a Material Acquisition or a Material Disposition, EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition or Material Disposition, as the case maybe, occurred on the first day of such Test Period; provided that (A) all such pro forma calculations shall be satisfactory to the Administrative Agent and (B) no such pro forma adjustments shall be allowed unless the Administrative Agent shall have received such written documentation no later than five Business Days prior to the relevant calculation date, as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent, supporting such pro forma adjustments. EBITDA shall be increased by the amount of any Material Project EBITDA Adjustments in respect of any Material Project of the Loan Parties applicable to the previous four-fiscal quarter period.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Record” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Electronic Signature” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.8(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 11.8(b)(iii)).

“Environmental Laws” means any and all federal, state, and local Laws, regulations, judicial decisions, orders, decrees, rules, permits, licenses, and other governmental restrictions and requirements pertaining to human health (to the extent relating to exposure to Hazardous Materials) or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., the Federal Water Pollution Control Act, as amended by the Clean Water Act, 33 U.S.C. §1251 et seq., the Clean Air Act, 42 U.S.C. §7401 et seq., the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. §11001 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §5101 et seq., the Toxic Substances Control Act, 15 U.S.C. §2601 et seq., the Oil Pollution Act of 1990, 33 U.S.C. §2701 et seq., the Safe Drinking Water Act, 42

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U.S.C. §300f et seq., the Occupational Safety and Health Act, 29 U.S.C. §651 et seq., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §136 et seq., the Endangered Species Act, 16 U.S.C. §1531 et seq., the National Environmental Policy Act, 42 U.S.C. §4321 et seq., the Rivers and Harbors Appropriation Act of 1899, 33 U.S.C. §407, all similar state statutes and local ordinances, and all regulations promulgated under any of those statutes, and all administrative and judicial actions respecting such legislation, all as amended from time to time.

“Environmental Liabilities” means, as to any Person, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs, and expenses (including, without limitation, all reasonable fees, disbursements and expenses of counsel, expert and consulting fees and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, including any Environmental Law, permit, order or agreement with any Governmental Authority or other Person, arising from environmental, health or safety conditions or the Release or threatened Release of a Hazardous Material into the environment, resulting from the past, present, or future operations of such Person or its Affiliates.

“Equity Interests” means, as to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, together with the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any corporation or trade or business which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as a Loan Party, is under common control (within the meaning of Section 414(c) of the Code) with a Loan Party, or is otherwise considered a single employer with a Loan Party pursuant to Sections 414(m) or (o) of the Code, for purposes of the provisions relating to Section 412 of the Code or Section 303 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Plan, (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan, (d) the filing of a notice of intent to terminate a Plan, the treatment of a Plan or Multiemployer Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Plan or Multiemployer Plan, (e) the occurrence of an event or condition which might reasonably be expected to constitute grounds

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under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan, (f) the imposition of any liability to the PBGC under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate, (g) the failure of any Loan Party or ERISA Affiliate to meet any funding obligations with respect to any Plan or Multiemployer Plan, or (h) a Plan becomes subject to the at-risk requirements in Section 303 of ERISA or Section 430 of the Code or is in endangered or critical status under Section 305 of ERISA or Section 432 of the Code.

“Erroneous Payment” has the meaning set forth in Section 10.15(a).

“Erroneous Payment Deficiency Assignment” has the meaning set forth in Section 10.15(d).

“Erroneous Payment Impacted Class” has the meaning set forth in Section 10.15(d).

“Erroneous Payment Return Deficiency” has the meaning set forth in Section 10.15(d).

“Erroneous Payment Subrogation Rights” has the meaning set forth in Section 10.15(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” has the meaning set forth in Section 9.1.

“Excluded Accounts” shall mean (i) segregated deposit accounts constituting (and the balance of which consists solely of funds set aside in connection with) payroll accounts and accounts dedicated to the payment of accrued employee benefits, medical, dental and employee benefits claims to employees of any Loan Party, provided that any such account is styled in the depository bank’s records in a manner that evidences such limited purpose, (ii) deposit accounts containing cash or other property with an aggregate value of less than $500,000, other than accounts that are subject to an Account Control Agreement, (iii) deposit accounts which are used solely as an escrow account or as a fiduciary or trust account that is contractually obligated to be segregated from the other assets of the Loan Parties, in each case, for the benefit of unaffiliated third parties, provided that any such account is styled in the depository bank’s records in a manner that evidences such fiduciary, escrow or trust purpose, and (iv) cash collateral accounts subject to Liens that are permitted pursuant to Sections 7.2(e), (j), (q) and (s).

“Excluded Assets” means (i) commercial tort claims where the amount of damages expected to be claimed is less than $1,000,000 in the aggregate, (ii) any “intent to use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an “Amendment to Allege Use” or a “Statement of Use” under Section 1(c) or Section 1(d) of the Lanham Act has been filed, solely to the extent that such a grant of a security interest therein prior to such filing would impair the validity or enforceability of any registration that issues from such “intent-to-use” application under federal law; provided, however, to the extent that such applicable Law is no longer in effect, then such trademark application shall cease to be an “Excluded Asset” and shall automatically be subject to the Lien and security interests granted under the Security Documents, (iii) Equity Interests held by any Loan Party in any Subsidiary during the time that such entity constitutes an Unrestricted Subsidiary and in any

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Joint Venture, (iv) any “building” (as defined in the applicable Flood Insurance Regulation) or “manufactured (mobile) home” (as defined in the applicable Flood Insurance Regulation) located on real property, (v) any Excluded Accounts and (vi) any Excluded Contracts; provided, that (a) any proceeds received by any Loan Party from the sale, transfer or other disposition of Excluded Assets shall constitute Collateral unless any assets or property constituting such proceeds are themselves subject to the exclusions set forth above or otherwise constitute Excluded Assets and (b) any cash received by any Loan Party from any Excluded Assets shall constitute Collateral.

“Excluded Contract” shall mean any contract (and any contract rights arising thereunder) to which any of the Loan Parties is a party on the date hereof or which is entered into by any Loan Party after the date hereof (and the provisions of which are not agreed to by a Loan Party for the purposes of excluding such contract from the Lien granted under the Security Agreement), in any case to the extent (but only to the extent) that a Loan Party is prohibited from granting a security interest in, pledge of, or charge, mortgage or other Lien upon any such property by reason of (a) a negative pledge, anti-assignment provision or other contractual restriction in existence on the date hereof or, as to contracts entered into after the date hereof, the provisions of which are entered in the ordinary course of business and consistent with past practice and not agreed to by a Loan Party for the purposes of excluding such contract from the Lien granted hereunder, or (b) applicable requirement of Law to which such Loan Party or such property is subject; provided, however, to the extent that (i) either of the prohibitions discussed in clause (a) or (b) above is ineffective or subsequently rendered ineffective under Sections 9.406, 9.407, 9.408 or 9.409 of the UCC or under any applicable Law or is otherwise no longer in effect or enforceable, or (ii) the applicable Loan Party has obtained the consent of the other parties to such Excluded Contract to the creation of a Lien on and security interest in, such Excluded Contract, then such contract (and any contract rights arising thereunder) shall cease to be an “Excluded Contract” and shall automatically be subject to the Lien and security interests granted by and the terms and provisions of the Security Agreement as “Collateral”.

“Excluded Contribution Assets” means any asset (including cash and capital contributions consisting of cash) that is used or useful in, or Equity Interests of any Person engaged in, the business of the Loan Parties, in each case, received by the Borrower since the Closing Date from (a) the issuance or sale of its Equity Interests (other than Disqualified Equity Interests) or that of any direct or indirect parent of the Borrower (to the extent contributed as common equity to the Borrower) and/or (b) contributions to its common equity, in each case, only to the extent such asset or Equity Interest is subsequently contributed to an Unrestricted Subsidiary or a Joint Venture in accordance with the terms hereof within thirty (30) days after the date such capital contributions are made or the date such Qualified Equity Interests are sold, as the case may be; provided that, (i) no proceeds of any Cure Amounts nor amounts required to be paid in respect of the Obligations pursuant to Section 2.8(d)(ii) shall constitute Excluded Contribution Assets and (ii) any assets shall cease to be Excluded Contribution Assets if such assets are no longer permitted to be invested pursuant to Section 7.5(o).

“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any

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thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any “keepwell, support or other agreement” for the benefit of such Loan Party and any and all Guarantees of such Loan Party’s Swap Obligations by Borrower or any other Loan Party) at the time the Guarantee of such Loan Party, or a grant by such Loan Party of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one (1) swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or Lien is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in such Loan or Commitment (other than pursuant to an assignment request by Borrower under Section 3.6(b)) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.4(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” means the Credit Agreement dated as of October 14, 2021 between DBRI and Capital Farm Credit, ACA, an agricultural credit association, as agent/nominee for Capital Farm Credit, FLCA, a federal land credit association and federally chartered instrumentality of the United States, as amended, amended and restated, modified or supplemented from time to time.

“Extraordinary Receipt” means any cash received by or paid to or for the account of any Loan Party or any Restricted Subsidiary of a Loan Party not in the ordinary course of business, including in connection with Casualty Events, Tax refunds, pension plan reversions, proceeds of insurance, condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments.

“Facility” means the Term Loan Facility or the Revolving Credit Facility, as the context may require.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and

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any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

“Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York, on the Business Day next succeeding such day, provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent on such day on such transactions as determined by Administrative Agent; provided, however, if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Fee Letter” means the separate fee letter dated as of May 16, 2023, between Borrower, the Arranger and Texas Capital Bank and any other fee letter among Borrower and Administrative Agent, Arranger and/or Texas Capital Bank concerning fees to be paid by Borrower in connection with this Agreement, including any amendments, restatements, supplements or modifications thereof. By its execution of this Agreement, each Lender acknowledges and agrees that Administrative Agent, Arranger and/or Texas Capital Bank may elect to treat as confidential and not share with Lenders any Fee Letters executed from time to time in connection with this Agreement.

“Finance Lease Obligation” means, as applied to any Person, the amount of Debt under a lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a finance lease on the balance sheet of that Person; provided that, notwithstanding any changes adopted or required to be adopted by Borrower as a result of any actual or proposed update to accounting standards, including, in particular, Accounting Standards Update (ASU) 2016-02 Leases (Topic 842), only Debt under leases that would be classified as capital leases under GAAP prior to the implementation of such updated accounting standards (including, in particular, Accounting Standards Update (ASU) 2016-02 Leases (Topic 842)) and regardless whether or not such leases was in effect prior to or after such implementation shall constitute Finance Lease Obligations.

“Financial Covenants” means the covenants set forth in Sections 8.1, 8.2 and 8.3.

“Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001 et seq.), (d) the Flood Insurance Reform Act of 2004 and (e) the Biggert-Waters Flood Insurance Reform Act of 2012, in each case as now or hereafter in effect or any successor statute thereto and including any regulations promulgated thereunder.

“Floor” means a rate of interest equal to 0.00%.

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“Foreign Lender” means (a) if Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which Borrower is resident for Tax purposes.

“Fraudulent Transfer Laws” has the meaning set forth in Section 12.14.

“Free Cash Flow” means with respect to the Borrower and its consolidated Restricted Subsidiaries, for any Test Period, without duplication and on a consolidated basis in accordance with GAAP, an amount calculated as:

(a) (i) EBITDA for such period (without giving effect to any Cure Amounts or adjustments for Material Acquisitions, Material Dispositions or Material Project EBITDA Adjustments under the definition thereof), minus (ii) Cash Interest Expense for such period, minus (iii) mandatory principal payments made or required to be made in respect of any Debt incurred or made by the Borrower and its consolidated Restricted Subsidiaries during such period, minus (iv) the amount of all maintenance capital expenditures for such period, minus (v) the aggregate amount of all Restricted Payments made pursuant to Sections 7.4(c) and (d) during such period; plus

(b) any amounts that were permitted to be distributed during the three most recently completed Free Cash Flow Usage Periods and the then current Free Cash Flow Usage Period under Sections 7.4(e) (and which amounts were not subsequently distributed by the Borrower pursuant to Sections 7.4(e)).

“Free Cash Flow Usage Certificate” means a certificate of a Responsible Officer in substantially the form of Exhibit I hereto, (a) setting forth reasonably detailed calculations of Free Cash Flow for the Test Period most recently ended, (b) certifying as to (and specifying in reasonable detail) the aggregate amount of all Restricted Payments made pursuant to Section 7.4(e) during the three most recently completed Free Cash Flow Usage Periods and the then current Free Cash Flow Usage Period, (iii) setting forth a reasonably detailed description of the proposed Restricted Payment or investment, as applicable and (iv) certifying that after giving effect to such Restricted Payment or investment, as applicable, Distributable Free Cash Flow Amount will be greater than or equal to $0.

“Free Cash Flow Usage Period” means, as of any date of determination, the period commencing on the most recent date on which financial statements have been delivered to the Administrative Agent pursuant to Section 6.1(b) and ending on (but not including) the date that financial statements are next delivered to the Administrative Agent pursuant to Section 6.1(b).

“Fronting Exposure” means, at any time there is a Revolving Credit Lender that is a Defaulting Lender, with respect to L/C Issuer, such Defaulting Lender’s Applicable Percentage of the Outstanding Amount of the L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

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“Funded Debt” means, as to any Person, without duplication, all Debt of such Person pursuant to clauses (a), (b), (c), (d) and (l) of the definition of “Debt” (and to the extent applicable to each of the foregoing, clause (e)), in each case determined in accordance with GAAP.

“GAAP” means generally accepted accounting principles, applied on a consistent basis, as set forth in opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants and/or in statements of the Financial Accounting Standards Board and/or their respective successors and which are applicable in the circumstances as of the date in question.

“Governmental Authority” means the government of the United States of America or any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, tribal body or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank), and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Guarantee” by any Person means any obligation or liability, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person as well as any obligation or liability, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or liability (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to operate Property, to take-or-pay, or to maintain net worth or working capital or other financial statement conditions or otherwise) or (b) entered into for the purpose of indemnifying or assuring in any other manner the obligee of such Debt or other obligation or liability of the payment thereof or to protect the obligee against loss in respect thereof (in whole or in part); provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The terms “Guarantee” and “Guaranteed” used as a verb have a corresponding meaning.

“Guarantor Joinder Agreement” means a Guarantor Joinder Agreement in the form of Exhibit H hereto.

“Guarantors” means, collectively, DBR REIT, DBR Desert, DBR Reeves, DBRI, HH Operating, DBR Solar, Pecos Renewables and each other Restricted Subsidiary (other than any Immaterial Subsidiary) of Borrower that Guarantees the Obligations pursuant to a Guaranty, and other each Person who from time to time Guarantees all or any part of the Obligations under the Loan Documents, including any Person who becomes a party to this Agreement pursuant to a Guarantor Joinder Agreement, and including with respect to Obligations under any Bank Product Agreement to which a Loan Party (other than Borrower) is a party, Borrower, and “Guarantor” means any one of the Guarantors.

“Guaranty” means, collectively, the guaranty made by the Loan Parties party to this Agreement pursuant to Article 12 and each other written guaranty executed by one or more of the Guarantors in favor of Administrative Agent, for the benefit of the Secured Parties, in form and substance satisfactory to Administrative Agent.

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“Hazardous Material” means any substance, product, waste, pollutant, material, chemical, contaminant, constituent, or other material which is or becomes regulated under any Environmental Law, including, without limitation, any petroleum and petroleum byproducts, natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel (or mixture of natural gas and such synthetic gas), polychlorinated biphenyls, lead and lead-based paint, radon, radioactive materials, flammables and explosives, and mold. “Hazardous Material” shall include, without limitation, any hazardous or toxic substance, material or waste or any chemical, element, compound or mixture which is: (i) asbestos and asbestos-containing materials; (ii) designated as a “pollutant” or “toxic pollutant” pursuant to the Federal Water Pollution Control Act (33 U.S.C. Paragraph 1251 et seq.); (iii) defined as a “solid or hazardous waste” pursuant to the Federal Resource Conservation and Recovery Act (42 U.S.C. Paragraph 6901 et seq.); (iv) defined as “hazardous substances” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Paragraph 9601 et seq.); (v) listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR part 302); (vi) chemicals, elements, compounds, mixtures, substances, materials or wastes otherwise regulated under any applicable federal, state or local Environmental Laws; (vii) polychlorinated biphenyls; (viii) “pesticides” as defined in the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §§ 136 et seq.; (ix) “contaminant” as defined in the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq.; (x) “extremely hazardous substances” as defined in the Emergency Planning and Community Right to Know Act, 42 U.S.C. §§ 11001 et seq.; (xi) “hazardous materials” as defined in the Hazardous Materials Transportation Act, 49 U.S.C. §§ 5101 et seq.; (xii) “hazardous air pollutants” as defined in the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; and (xiii) “oil” as defined in the Oil Pollution Act of 1990, 33 U.S.C. §§ 2701 et seq.

“Hedge Obligations” means, at any time with respect to any Person, all indebtedness, liabilities, and obligations of such Person under or in connection with any Hedge Agreement, whether actual or contingent, due or to become due and existing or arising from time to time.

“Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and settlement amounts, early termination amounts or termination value(s) determined in accordance therewith, such settlement amounts, early termination amounts or termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more commercially reasonable mid-market or other readily available quotations provided by any dealer which is a party to such Hedge Agreement or any other recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).

“Hedging Agreement” or “Hedge Agreement” means (a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or

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forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules and annexes, a “Master Agreement”), (c) any and all Master Agreements and any and all related confirmations and (d) any other agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“HH Operating” has the meaning set forth in the introductory paragraph to this Agreement.

“Historical Financial Statements” has the meaning set forth in Section 4.1(u).

“Holdings” means (a) as of the Closing Date, DBR Land Holdings LLC, a Delaware limited liability company and (b) on and after any transfer date contemplated by clause (c) of the definition of “Change in Control”, New Parent.

“Honor Date” has the meaning set forth in Section 2.2(c)(i).

“Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature. Unless otherwise expressly provided herein, all references in this Agreement to “Hydrocarbon Interests” refer to Hydrocarbon Interests owned at the time in question by the Loan Parties.

“Hydrocarbons” means oil, gas, coal seam gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate and all other liquid or gaseous hydrocarbons produced or to be produced in conjunction therewith from a well bore and all products, by-products and other substances derived therefrom or the processing thereof, including natural gas liquids, and all other minerals and substances produced in conjunction with such substances, including, sulfur, geothermal steam, water, carbon dioxide, helium and any and all minerals, ores or substances of value and the products and proceeds therefrom.

“Immaterial Subsidiary” means, on any date, any Restricted Subsidiary of Borrower (other than DBRI or, if applicable from time to time, any other Restricted Subsidiary of Borrower that owns Equity Interests in DBRI) which, as of the last day of the most recently ended period of four (4) consecutive fiscal quarters ending on such date contributed less than 2.5% of EBITDA of Borrower and its consolidated Subsidiaries as calculated for such period or 2.5% of Consolidated Net Tangible Assets as calculated for such date; provided that, as of the last day of such period, the combined EBITDA attributable to all Immaterial Subsidiaries shall not exceed 5% of EBITDA of Borrower and its consolidated Subsidiaries for such period as determined in accordance with GAAP or 5% of Consolidated Net Tangible Assets (each of EBITDA and Consolidated Net Tangible Assets to be determined after eliminating intercompany obligations).

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“Increase Effective Date” has the meaning set forth in Section 2.9(c).

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower or any other Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Information” has the meaning set forth in Section 11.26.

“Intellectual Property” means all copyrights, copyrightable works, patents, patent applications, trademarks, service marks, trade names, brand names, trade dress, slogans, logos and internet domain names and uniform resource locators, and the goodwill associated with any of the foregoing, and other types of intellectual or industrial property rights and foreign equivalent or counterpart rights and forms of protection of a similar or analogous nature to any of the foregoing or having similar effect in any jurisdiction throughout the world, and registrations and applications for registration of any of the foregoing, and all documentation and embodiments of the foregoing, in whatever form, now owned or hereafter acquired.

“Interest Period” means with respect to any Term SOFR Loan, the period commencing on the date such Loan becomes a Term SOFR Loan (whether by the making of a Loan or its continuation or conversion) and ending on the numerically corresponding day in the calendar month that is one (1), three (3) or six (6) months thereafter (in each case subject to the availability of Term SOFR for such period), as Borrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period pertaining to a Term SOFR Loan that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (c) no tenor that has been removed from this definition pursuant to Section 3.3(b)(iv) and not thereafter reinstated pursuant to such Section shall be available for specification in any Borrowing Request or notice of continuation or conversion thereof.

“Interest Rate” means the rate equal to the lesser of (a) the Maximum Rate and (b) the Applicable Rate.

“IRS” means the United States Internal Revenue Service.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

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“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means, with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by L/C Issuer and Borrower (or any Restricted Subsidiary) or in favor of L/C Issuer and relating to such Letter of Credit.

“Joint Venture” means any joint venture organized as corporation, partnership, limited liability company, association or other corporate entity of any Loan Party (other than a Subsidiary), in each case, to the extent formed or acquired, and funded, in a manner not otherwise prohibited by Section 7.3 or Section 7.5(e).

“L/C Advance” means, with respect to each Revolving Credit Lender, such Revolving Credit Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed by Borrower on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means Texas Capital Bank in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as of any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Laws” means, collectively, all international, foreign, federal, state, provincial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lender” and “Lenders” have the meanings set forth in the introductory paragraph hereto, and shall include L/C Issuer, and their respective successors and assigns permitted hereunder, as the context may require.

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“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Borrower and Administrative Agent.

“Letter of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by L/C Issuer.

“Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the Maturity Date for the Revolving Credit Facility.

“Letter of Credit Fee” has the meaning set forth in Section 2.3(b).

“Letter of Credit Sublimit” means, at any time, an amount equal to the lesser of (a) $5,000,000 and (b) the aggregate Revolving Credit Commitments at such time. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Leverage Ratio” means, as of any date of determination, the ratio of (a) (i) all Funded Debt of Borrower and its Restricted Subsidiaries, on a consolidated basis in accordance with GAAP, as of such date, minus (ii) the lesser of $10,000,000 or the amount of unrestricted cash of the Loan Parties that is held in accounts maintained at Texas Capital Bank (or any other financial institution to the extent such account is subject to an Account Control Agreement) on such date, to (b) EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis in accordance with GAAP, for the most recently ended Test Period.

“Lien” means, as to any Property of any Person, (a) any lien, mortgage, security interest, Tax lien, pledge, charge, hypothecation, collateral assignment, preference, priority, or other encumbrance of any kind or nature whatsoever (including, without limitation, any conditional sale or title retention agreement), whether arising by contract, operation of law, or otherwise, affecting such Property and (b) the signing or filing of a financing statement which names the Person as debtor or the signing of any security agreement or the signing of any document authorizing a secured party to file any financing statement which names such Person as debtor.

“Limited Perfection Collateral” means (a) equipment evidenced by certificates of title, (b) commercial tort claims, intellectual property, letter of credit rights and chattel paper, (c) any property of immaterial value (as determined by the Borrower with the consent of the Administrative Agent (not to be unreasonably withheld)), and (d) any other property as to which the Administrative Agent and the Borrower have agreed in writing that the costs of perfecting a security interest in such Collateral is excessive in relation to the value of the security interest afforded thereby.

“Liquidity” means, as of any date, the sum of (a) the unrestricted cash of the Loan Parties held in accounts maintained at Texas Capital Bank (or any other financial institution to the extent such account is subject to an Account Control Agreement) on such date, plus (b) provided that all conditions precedent set forth in Section 4.2 are then satisfied, the amount (if any) of unused Revolving Credit Commitments that are available to be drawn on such date.

CREDIT AGREEMENT – Page 29

“Loan” means an extension of credit by a Lender to Borrower under Article 2 in the form of a Revolving Credit Loan or a Term Loan.

“Loan Documents” means this Agreement, each Guaranty, the Security Documents, the Notes, the Issuer Documents, each Fee Letter, and all other promissory notes, security agreements, intercreditor agreements, mortgages, deeds of trust, assignments, letters of credit, guaranties, and other instruments, documents, certificates and agreements executed and delivered pursuant to or in connection with this Agreement or the Security Documents; provided that the term “Loan Documents” shall not include any Bank Product Agreement.

“Loan Party” means Borrower and each Guarantor.

“Management Stockholders” means the members of management (including any family members, heirs or descendants of any such members, the trustees of any bona fide trusts of which any of the foregoing are the sole beneficiaries and grantors, and any trust or other Person established for estate planning purpose that are controlled by, and established for the sole benefit of, any of the foregoing) of Holdings, the Borrower or any of its Restricted Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.

“Material Acquisition” means any acquisition of Property or series of related acquisitions of Property that involves the payment of Acquisition Consideration by the Loan Parties and their Restricted Subsidiaries in excess of $5,000,000.

“Material Adverse Effect” means any act, event, condition, or circumstance which could materially and adversely affect (a) the operations, business, Properties, liabilities, or financial condition of Borrower and its Restricted Subsidiaries, taken as a whole; (b) the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; (c) the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party; or (d) the rights and remedies available to, or conferred upon, Administrative Agent or any other Secured Party under any Loan Document.

“Material Agreement” means (i) the agreements listed on Schedule 5.27, and (ii) any other contract or agreement of any Loan Party or any of its Restricted Subsidiaries (a) involving a monetary liability of or payable to any such Person in an aggregate amount in excess of $5,000,000 in any twelve-month period, (b) governing any Material Debt or pursuant to which any Material Debt was incurred, or (c) the failure to renew, the breach, non-performance, or cancellation of which could reasonably be expected to have a Material Adverse Effect.

“Material Debt” means Debt (other than the Loans and Letters of Credit) of any one or more of the Loan Parties and their Restricted Subsidiaries in an aggregate principal amount exceeding $5,000,000.

“Material Disposition” means any disposition of Property or series of related dispositions of Property that involves the payment of consideration to the Loan Parties and their Restricted Subsidiaries in excess of $5,000,000.

CREDIT AGREEMENT – Page 30

“Material Project” means any capital construction or expansion project (or series of related capital or expansion projects) of any Loan Party, the aggregate capital cost of which exceeds, or is reasonably expected by Borrower to exceed, $5,000,000.

“Material Project EBITDA Adjustments” means, with respect to each Material Project of a Loan Party:

(A) prior to the Commercial Operation Date of a Material Project (and including the fiscal quarter in which such Commercial Operation Date occurs) a percentage (based on the then-current completion percentage of such Material Project) of an amount determined by Borrower (and approved by Administrative Agent (such approval not to be unreasonably withheld)) as the projected EBITDA attributable to such Material Project for the first 12-month period following the scheduled Commercial Operation Date of such Material Project (such amount to be determined based on customer contracts relating to such Material Project, the creditworthiness of the other parties to such contracts, projected revenues from such contracts, capital costs and expenses, scheduled Commercial Operation Date and other factors deemed reasonably appropriate by Administrative Agent) which may, at Borrower’s option, be added to actual EBITDA for the fiscal quarter in which construction or expansion of such Material Project commences and for each fiscal quarter thereafter until the Commercial Operation Date of such Material Project (including the fiscal quarter in which such Commercial Operation Date occurs, but without duplication of any actual EBITDA attributable to such Material Project following such Commercial Operation Date); provided that if the actual Commercial Operation Date does not occur by the scheduled Commercial Operation Date, the foregoing amount shall be reduced, for quarters ending after the scheduled Commercial Operation Date to (but excluding) the first full quarter after the actual Commercial Operation Date, by the following percentage amounts depending on the period of delay (based on the actual period of delay or then-estimated delay, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not more than 180 days, 25%, (iii) longer than 180 days but not more than 270 days, 50%, (iv) longer than 270 days but not more than 365 days, 75%, and (v) longer than 365 days, 100%;

(B) beginning with the first full fiscal quarter following the Commercial Operation Date of such Material Project and for the two immediately succeeding fiscal quarters, an amount to be approved by Administrative Agent (such approval not to be unreasonably withheld) equal to the projected EBITDA attributable to such Material Project for the first full four fiscal quarter period following such Commercial Operation Date, which may be added to actual EBITDA for such applicable four fiscal quarter period (but net of any actual EBITDA attributable to such Material Project following such Commercial Operation Date).

Notwithstanding the foregoing:

(a)  no such additions shall be allowed with respect to any Material Project unless:

(i) not later than 10 days (or such shorter time period as may be agreed by Administrative Agent) prior to the delivery of a Compliance Certificate required by the terms and provisions of Section 6.1(c) if Material Project EBITDA Adjustments will be made to EBITDA, Borrower shall have delivered to

CREDIT AGREEMENT – Page 31

Administrative Agent a proposed determination of Material Project EBITDA Adjustments setting forth (i) the scheduled Commercial Operation Date for such Material Project and (ii) projections of EBITDA attributable to such Material Project, along with a reasonably detailed explanation of the basis therefor, and

(ii) prior to the date such Compliance Certificate is required to be delivered, Administrative Agent shall have approved such projections and shall have received such other information and documentation as Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to Administrative Agent; and

(b) the aggregate amount of all Material Project EBITDA Adjustments during any period, when added to all EBITDA add-backs made pursuant to clause (b)(xv) of the definition thereof, shall be limited to 20% of the total actual EBITDA of Borrower and its Restricted Subsidiaries for the previous four fiscal quarter period (which total actual EBITDA shall be determined without including any Material Project EBITDA Adjustments or other such add-backs).

“Material Real Estate” means any land or acreage leased or owned in fee simple with a fair market value exceeding $2,000,000 (determined on an individual basis).

“Maturity Date” means (a) with respect to the Revolving Credit Facility, July 3, 2027, or such earlier date on which the Revolving Credit Commitment of each Revolving Credit Lender terminates as provided in this Agreement, and (b) with respect to the Term Loan Facility, July 3, 2027; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next succeeding Business Day.

“Maximum Rate” means, at all times, the maximum rate of interest which may be charged, contracted for, taken, received or reserved by Lenders in accordance with applicable Texas Law (or applicable United States federal Law to the extent that such Law permits Lenders to charge, contract for, receive or reserve a greater amount of interest than under Texas Law). The Maximum Rate shall be calculated in a manner that takes into account any and all fees, payments, and other charges in respect of the Loan Documents that constitute interest under applicable Law. Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change in the Maximum Rate shall take effect without notice to Borrower at the time of such change in the Maximum Rate.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the time that a Defaulting Lender exists, an amount equal to 105% of the Fronting Exposure of L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.6(a)(i), (a)(ii) or (a)(iii), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by Administrative Agent and L/C Issuer in their sole discretion.

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“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally-recognized rating agency.

“Mortgages” means, collectively, the mortgages or deeds of trust now or hereafter encumbering Borrower’s or any other Loan Party’s fee or leasehold estates in their respective Properties as described therein in favor of Administrative Agent, for the benefit of the Secured Parties as security for the Obligations, in form and substance satisfactory to Administrative Agent.

“Multiemployer Plan” means a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions are being made or have been made by, or for which there is an obligation to make contributions by or there is any liability, contingent or otherwise, with respect to a Loan Party or any ERISA Affiliate and which is covered by Title IV of ERISA.

“Net Cash Proceeds” means:

(a) with respect to any Disposition by any Loan Party or any of its Restricted Subsidiaries, or any Extraordinary Receipt (other than in respect of a Casualty Event) received or paid to the account of any Loan Party or any of its Restricted Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received), over (ii) the sum of (A) the principal amount of any Debt that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Debt under the Loan Documents) and any reserves for adjustment in respect of the price relating to a Disposition, established in accordance with GAAP, (B) the reasonable out-of-pocket expenses incurred by such Loan Party or such Restricted Subsidiary in connection with such transaction including legal, accounting, investment banking and other professional fees directly related thereto, (C) Taxes paid or reasonably estimated to be payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith (after taking into account any available tax credits or deductions and any tax sharing arrangement) and (D) any cash payments made to satisfy obligations of any Loan Party from early termination of any Hedge Agreement that had been entered to mitigate risks associated with the asset(s) Disposed; provided that, if (1) reserves established pursuant to subclause (A) exceed the actual purchase price adjustment required to be paid in connection with such transactions, or (2) the amount of any estimated Taxes pursuant to subclause (C) exceeds the amount of Taxes actually required to be paid in cash in respect of such Disposition, in each case, the aggregate amount of such excess shall constitute Net Cash Proceeds;

(b) with respect to the sale or issuance of any Equity Interests by any Loan Party or any Restricted Subsidiary of a Loan Party, or the incurrence or issuance of any Debt other than Debt permitted to be incurred pursuant to Section 7.1, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred and paid by the applicable Loan Party or Restricted Subsidiary to non-Affiliates in connection therewith; and

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(c) with respect to any Casualty Event, an amount equal to: (a) any cash payments or proceeds received by any Loan Party or any of its Restricted Subsidiaries (i) under any casualty insurance policies in respect of any covered loss thereunder, or (ii) as a result of the taking of any assets of any Loan Party or any of its Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (b) (i) any actual and reasonable costs incurred by such Loan Party or any of its Restricted Subsidiaries in connection with the adjustment or settlement of any claims of such Loan Party or such Restricted Subsidiary in respect thereof, and (ii) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (b)(i) of this definition to the extent paid or payable to non-Affiliates, including income or gains taxes payable by such Loan Party or any of its Restricted Subsidiaries as a result of any gain recognized in connection therewith during the tax period the cash payments or proceeds are received.

“Net Income” means, for any Person for any Test Period, the net income (or loss) of such Person and its Restricted Subsidiaries on a consolidated basis as determined in accordance with GAAP; provided that Net Income shall exclude (to the extent otherwise provided therein) any income (or loss) for such Test Period of any other Person if such other Person is not a Restricted Subsidiary, except that Borrower’s equity in the net income of any such Person for such Test Period shall be included in Net Income up to the aggregate amount of cash actually distributed by such Person during such Test Period to Borrower or a Restricted Subsidiary as a dividend or other distribution. For the avoidance of doubt, Net Income shall not include (x) any net income attributable to Unrestricted Subsidiaries or Joint Ventures, except for dividends or similar distributions actually paid in cash as contemplated by the immediately preceding sentence or (y) net income of a Restricted Subsidiary that is not a wholly owned Subsidiary that is attributable to the ownership interests of a non-Loan Party.

“New Parent” shall mean a Subsidiary of Holdings created to directly hold the Equity Interests of the Borrower.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all affected Lenders in accordance with the terms of Section 11.10 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extension Notice Date” has the meaning set forth in Section 2.2(b)(iii).

“Non-Recourse Debt” means any Debt of any Unrestricted Subsidiary in respect of which the holder or holders thereof have no recourse (including by way of guaranty, support, security or indemnity) to Holdings, the Borrower or any Restricted Subsidiary or to any of their property (other than in respect of the Equity Interests of such Unrestricted Subsidiary), whether for principal, interest, fees, expenses or otherwise.

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“Notes” means, collectively, the Revolving Credit Notes and the Term Loan Notes, and “Note” means any one of the Notes.

“Obligations” means all obligations, indebtedness, and liabilities of Borrower and each other Loan Party to Administrative Agent, L/C Issuer, each Lender and each other Secured Party now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, arising under or pursuant to this Agreement or the other Loan Documents or any Bank Product Agreements, and all interest accruing thereon (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether a claim for post-filing or post-petition interest is allowed in any bankruptcy, insolvency, reorganization or similar proceeding), and all attorneys’ fees and other expenses incurred in the enforcement or collection thereof and Erroneous Payment Subrogation Rights; provided that, as to any Loan Party, the “Obligations” shall exclude any Excluded Swap Obligations of such Loan Party.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Oil and Gas Properties” means (a) all Hydrocarbon Interests, (b) all rights, titles and interests created by or arising under the terms of all present and future unitization, communitization or pooling arrangements (and all Properties covered and units created thereby) whether arising by contract or operation of law which now or hereafter include all or any part of the Hydrocarbon Interests, (c) all unsevered and unextracted Hydrocarbons in, under or attributable with respect to the Hydrocarbon Interests, (d) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests, (e) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells (or interests therein), (f) all present and future interests in saltwater disposal wells and all surface leases and fee interests related thereto and (g) all rights, remedies, powers and privileges with respect to any of the foregoing. Unless otherwise provided herein, “Oil and Gas Properties” means the Oil and Gas Properties of Borrower and its Restricted Subsidiaries.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Guaranties” has the meaning set forth in Section 12.11.

“Other Guarantors” has the meaning set forth in Section 12.11.

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“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.6).

“Outstanding Amount” means (a) with respect to the Revolving Credit Loans and the Term Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans and Term Loans, as the case may be, occurring on such date, and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by Borrower of Unreimbursed Amounts.

“Owned Real Estate Support Documents” means, with respect to any real Property which is owned by any Loan Party in fee simple and only to the extent any Loan Party obtains any such documentation in its discretion (or otherwise has any such documentation on file), such mortgagee title insurance policies, surveys, environmental assessment reports, environmental questionnaires, flood hazard certifications, evidence of flood insurance, if required (with the understanding that the Collateral is intended to exclude such assets as may be necessary to mitigate or eliminate any such requirement), and other mortgage-related documents.

“Paid in Full” or “Payment in Full” means, (a) the indefeasible payment in full in cash of all outstanding Loans and L/C Obligations, together with accrued and unpaid interest thereon, (b) the termination, expiration, or cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to Administrative Agent of a cash deposit, or at the discretion of Administrative Agent a backup standby letter of credit satisfactory to Administrative Agent and L/C Issuer, in an amount equal to 105% of the outstanding L/C Obligations as of the date of such payment), (c) the indefeasible payment in full in cash of the accrued and unpaid fees owing under the Loan Documents, (d) the indefeasible payment in full in cash of all reimbursable expenses and other Obligations (other than (i) contingent obligations for which no claim has been made and other obligations expressly stated to survive such payment and termination of this Agreement, and (ii) Hedge Obligations and other Bank Product Obligations with respect to the Lenders and their Affiliates for which arrangements satisfactory to the applicable counterparty to such Hedge Agreement have been made), together with accrued and unpaid interest thereon, (e) the termination of all Commitments, and (f) the termination of all Bank Product Agreements (other than Bank Product Agreements for which arrangements satisfactory to the applicable counterparty to such Bank Product have been made).

“Participant” means any Person (other than (a) a natural Person, (b) a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, (c) a Defaulting Lender, or (d) Borrower or any of Borrower’s Affiliates or Subsidiaries or any other Loan Party) to which a participation is sold by any Lender in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it).

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“Participant Register” means a register in the United States on which each Lender that sells a participation enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents.

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56, signed into law October 26, 2001).

“Payment Date” means (a) in respect of each Base Rate Loan, the first day of each and every calendar quarter during the term of this Agreement, upon prepayment of such Loan and the Maturity Date, (b) in respect of each Term SOFR Loan, the last day of each Interest Period applicable to such Term SOFR Loan (or the day that is three (3) months after the first day of such Interest Period if such Interest Period has a length of more than three (3) months), upon prepayment of such Loan and the Maturity Date, and (c) in respect of each Daily Simple SOFR Loan, the first day of each and every calendar month during the term of this Agreement, upon prepayment of such Loan, and the Maturity Date.

“Payment Recipient” has the meaning assigned to it in Section 10.15(a).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to all or any of its functions under ERISA.

“Pecos Renewables” has the meaning set forth in the introductory paragraph to this Agreement.

“Periodic Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”.

“Permitted Acquisition” means any Acquisition by any Loan Party in a transaction that satisfies each of the following requirements:

(a) no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition;

(b) both before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of the representations and warranties in the Loan Documents is true and correct in all material respects (without duplication of any applicable materiality qualification);

(c) the business acquired in connection with such Acquisition is (i) located in the United States, (ii) organized under applicable United States and state laws, and (iii) not engaged, directly or indirectly, in any line of business other than the businesses in which the Loan Parties are engaged on the Closing Date and any business activities that are substantially similar, related, or incidental thereto;

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(d) the Borrower shall be in compliance with all financial covenants set forth in Article 8 (calculated without any Leverage Step-Up) after giving pro forma effect to such Acquisition;

(e) if the EBITDA attributable to such Acquisition is needed to establish pro forma compliance pursuant to clause (d) preceding, then as soon as available but not less than five (5) Business Days prior to such Acquisition (or such shorter time period as Administrative Agent may agree in its sole discretion), the Borrower has provided the Administrative Agent a copy of all business and financial information reasonably requested by the Administrative Agent including pro forma financial statements, statements of cash flow, and Revolving Credit Availability projections;

(f) if such Acquisition is an acquisition of the Equity Interests of a Person and the consideration thereof is funded using Loan proceeds, such Acquisition is structured so that the acquired Person shall become a Wholly-Owned Domestic Subsidiary of the Borrower;

(g) if such Acquisition is an acquisition of assets, such Acquisition is structured so that a Loan Party shall acquire such assets;

(h) if such Acquisition is an acquisition of Equity Interests, such Acquisition will not result in any violation of Regulation U;

(i) if such Acquisition involves a merger or a consolidation involving the Borrower or any other Loan Party, such Borrower or such Loan Party, as applicable, shall be the surviving entity;

(j) no Loan Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that could have a Material Adverse Effect;

(k) immediately after giving pro forma effect to such Acquisition, the Financial Covenants shall be satisfied and Liquidity shall be not less than $5,000,000; and

(l) all actions required to be taken pursuant to Sections 6.12(b) and 6.13 as of the consummation of such Acquisition shall have been taken.

“Permitted Holders” means each of (a) Sponsor, (b) the Management Stockholders and (c) any Person with which one or more of the Persons described in clauses (a) and (b) form a “group” (within the meaning of Section 14(d) of the Exchange Act) so long as, in the case of this clause (c), the relevant Person or Persons beneficially own more than 50% of the relevant voting stock beneficially owned by the group; provided that, for purposes of calculating Permitted Holders for “Change in Control”, only up to 10% of the Equity Interests held by Management Stockholders (including pursuant to clause (c) above), shall be included.

CREDIT AGREEMENT – Page 38

“Permitted Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

(b) commercial paper having the highest rating, at the time of acquisition thereof, of S&P or Moody’s and in either case maturing within six months from the date of acquisition thereof;

(c) certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days of the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) mutual funds investing solely in any one or more of the Permitted Investments described in clauses (a) through (d) above.

“Permitted Liens” means those Liens permitted by Section 7.2.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement or extension of any Debt of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Debt so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest, premium and penalties thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Debt permitted pursuant to Section 7.1(c), such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the final maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Debt being modified, refinanced, refunded, renewed, replaced or extended, and (c) at the time of incurrence thereof, no Event of Default shall have occurred and be continuing.

“Permitted Tax Distributions” means, (a) with respect to any Person, for any taxable period after the Closing Date during which time such Person is a pass-through entity for income Tax purposes, any Restricted Payment to any holder of such Person’s stock or other Equity Interests in an amount equal to the product of (i) the combined maximum prevailing federal and highest state and local income tax rates applicable to any direct or indirect owner of stock or other Equity Interests of such Person (taking into account (A) the deductibility of state and local taxes for U.S. federal income tax purposes, (B) the character of income and loss allocated as it affects the applicable tax rate, and (C) any applicable Medicare contribution tax on certain investment

CREDIT AGREEMENT – Page 39

income under Section 1411 of the Code), and (ii) the aggregate amount of all items of income and gain, offset by the aggregate amount of all items of loss, deduction, and expense, allocated (or estimated to be allocable) to such an owner of stock or other Equity Interests of such Person (or such owner’s predecessor in interest) for U.S. federal income tax purposes for the relevant taxable period (or portion thereof) (but for all purposes excluding any and all allocations arising under Code Section 704(c)), less net taxable losses generated in a prior taxable period (to the extent such losses: (x) have not previously been taken into account hereunder to reduce the amount of a Permitted Tax Distribution, (y) are of a character that would allow them to be utilized to offset the income or gain allocable for such taxable period to the owners of stock or other Equity Interest of such Person, and (z) are not otherwise limited, disallowed or otherwise restricted from being utilized under applicable Law) and (b) without duplication of amounts distributed under clause (a) preceding, one or more Restricted Payments in the form of cash paid by the Borrower or any of its Subsidiaries to Parent or, for so long as WaterBridge NDB LLC (“Parent”) is the parent company of Holdings, to Parent, to permit Parent or Holdings to pay franchise, gross receipts, or similar Taxes that are imposed by a Governmental Authority on Parent, Holdings, Borrower or its Subsidiaries that are directly attributable to the assets or operations of Borrower or its Subsidiaries and that are not paid directly by the Borrower or its Subsidiaries, as applicable.

“Person” means any natural person, corporation, limited liability company, trust, association, company, partnership, joint venture, Governmental Authority, or other entity, and shall include such Person’s heirs, administrators, personal representatives, executors, successors and assigns.

“Plan” means any employee benefit or other plan, other than a Multiemployer Plan, established or maintained by, or for which there is an obligation to make contributions by or there is any liability, contingent or otherwise with respect to Borrower or any ERISA Affiliate and which is covered by Title IV of ERISA or subject to Section 412 of the Code.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“Platform” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

“Pledge Agreement” means that certain pledge agreement executed by Holdings in favor of the Administrative Agent in form and substance acceptable to the Administrative Agent, encumbering all outstanding Equity Interests issued by Borrower.

“Prime Rate” means the rate of interest published by The Wall Street Journal, from time to time, as the “U.S. Prime Rate”.

“Principal Office” means the principal office of Administrative Agent, presently located at the address set forth on Schedule 11.11.

“Prohibited Transaction” means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code.

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“Property” of a Person means any and all property, whether real, personal, tangible, intangible or mixed, of such Person, or any other assets owned, operated or leased by such Person, including Equity Interests and contract rights.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Purchase Money Debt” means Debt, the proceeds of which are used to finance the acquisition, lease, completion of construction, repair of, replacement, improvement to or installation of any Property; provided, however, that such Debt is incurred no later than ninety (90) days after such acquisition, leasing, completion, construction, repairment, replacement, improvement or installation.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning set forth in Section 11.30.

“Qualified Acquisition” means a Permitted Acquisition for consideration in excess of $25,000,000 and for which Administrative Agent has received either (a) audited financial information for the target entity or assets or (b) a quality of earnings report or other third party verification acceptable to the Administrative Agent of financial information of the target entity or assets.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act or any regulation promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interest” means any Equity Interest that is not Disqualified Equity Interest.

“Qualified IPO” means the issuance by the Borrower, Holdings or any other direct or indirect holding company of Borrower of its common Equity Interests in a primary public offering pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended (other than a registration statement on Form S-8 or any successor form), which generates at least $100,000,000 in net proceeds to the issuer thereof.

“Recipient” means Administrative Agent, L/C Issuer, or any Lender, as applicable.

“Register” means a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of and stated interest on the Loans owing to, each Lender pursuant to the terms hereof from time to time.

CREDIT AGREEMENT – Page 41

“Related Indebtedness” means any and all indebtedness paid or payable by Borrower or any other Loan Party to Administrative Agent or any Lender pursuant to any Loan Document other than any Note.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, sub agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release” means, as to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, disbursement, leaching, or migration of Hazardous Materials into the indoor or outdoor environment or into or out of Property owned by such Person, including, without limitation, the movement of Hazardous Materials through or in the air, soil, surface water, ground water, or Property.

“Release Date” means the last to occur of the dates on which Liens securing the Obligations may be released pursuant to Section 10.9(a)(i)(A).

“Relevant Governmental Body” means the Board of Governors or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors or the Federal Reserve Bank of New York, or any successor thereto.

“Remedial Action” means all actions required under applicable Environmental Laws to (a) clean up, remove, treat, or otherwise address Hazardous Materials in the indoor or outdoor environment, (b) prevent the Release or threat of Release or minimize the further Release of Hazardous Materials so that they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care.

“Reportable Event” means any of the events set forth in Section 4043 of ERISA.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders; provided that, if one (1) Lender holds more than 50% but less than 100% of the Total Credit Exposures at such time, subject to the last sentence of Section 11.10, the Required Lenders shall be at least two Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining the Required Lenders at any time.

“Required Revolving Credit Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) the Revolving Credit Exposure of all Revolving Credit Lenders (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that, if one (1) Revolving Credit Lender holds more than 50% but less than 100% of the sum of the Revolving Credit Exposure and the unused Revolving Credit Commitments at such time, subject to the last sentence of Section 11.10, the Required Revolving Credit Lenders shall be at least two (2) Revolving Credit Lenders. The unused Revolving Credit Commitment of, and the portion of the Revolving Credit Exposure of all Revolving Credit Lenders held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required Revolving Credit Lenders.

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“Resignation Effective Date” has the meaning set forth in Section 10.6(a).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, chief financial officer, chief accounting officer, controller, executive vice president, vice president of finance, treasurer or general counsel of a Loan Party; solely for purposes of the delivery of incumbency certificates pursuant to Section 4.1, the president, the chief executive officer, the chief operating officer, the chief financial officer, chief accounting officer, general counsel, the treasurer, executive vice president or a vice president of the Borrower or such other representative of a Loan Party or any Person designated by a Responsible Officer to act on behalf of a Responsible Officer; provided that such designated Person may not designate any other Person to be a Responsible Officer. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means, collectively, (a) any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interest of any Loan Party or any of their respective Restricted Subsidiaries and (b) any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interest or on account of any return of capital to a Loan Party’s or any of their Restricted Subsidiaries’ stockholders, partners or members (or the equivalent Person thereof).

“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“Revolving Credit Availability” means, as of any date, the difference between (a) the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders on such date less (b) the total Revolving Credit Exposure of the Revolving Credit Lenders on such date.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period, made by each of the Revolving Credit Lenders pursuant to Section 2.1(a).

“Revolving Credit Borrowing Request” means a writing, substantially in the form of Exhibit C, properly completed and signed by Borrower, requesting a Revolving Credit Borrowing.

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to Borrower pursuant to Section 2.1(a) and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.1 under the caption “Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

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“Revolving Credit Exposure” means, as to any Revolving Credit Lender at any time, the aggregate Outstanding Amount of its Revolving Credit Loans and such Revolving Credit Lender’s participation in L/C Obligations at such time.

“Revolving Credit Facility” means the revolving credit facility provided for and governed by this Agreement.

“Revolving Credit Lender” means, (a) at any time prior to the termination of the Revolving Credit Commitments, any Lender that has a Revolving Credit Commitment at such time, and (b) at any time after the termination of the Revolving Credit Commitments, any Lender that has Revolving Credit Exposure at such time.

“Revolving Credit Loan” has the meaning set forth in Section 2.1(a).

“Revolving Credit Note” means a promissory note made by Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit Loans made by such Revolving Credit Lender, substantially in the form of Exhibit D.

“Revolving Facility Increase” has the meaning set forth in Section 2.9(a).

“RICO” means the Racketeer Influenced and Corrupt Organization Act of 1970.

“Rights of Way” means any leases, easements, rights of way, servitudes, permits, licenses and other instruments and agreements (other than Deeds) vesting an ownership or other record title interest in real Property.

“S&P” means S&P Global Ratings, a S&P Global Inc. business and any successor thereto that is a nationally-recognized rating agency.

“Sanctioned Country” means, at any time, a country, region or territory which is itself (or whose government is) the subject or target of any Sanctions (including, as of the Closing Date, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Zaporizhzhia, Kherson and Crimea Regions of Ukraine, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State or by the United Nations Security Council, the European Union, any European Union member state or His Majesty’s Treasury of the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons, in each case, to the extent dealings are prohibited or restricted with such Person under Sanctions or (d) any Person otherwise a target of Sanctions, including vessels and aircraft, that are designated under any Sanctions program.

CREDIT AGREEMENT – Page 44

“Sanctions” means economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any European Union member state or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority in which (a) any Loan Party or any of their Subsidiaries or Affiliates is located or conducts business, (b) in which any of the proceeds of the Credit Extensions will be used, or (c) from which repayment of the Obligations will be derived.

“SEC” means the U.S. Securities and Exchange Commission, or any successor agency.

“Secured Parties” means the collective reference to Administrative Agent, each Lender, L/C Issuer, each Bank Product Provider, and any other Person the Obligations owing to which are, or are purported to be, secured by the Collateral under the terms of the Security Documents.

“Securities Account” shall have the meaning set forth in Article 8 of the UCC.

“Security Documents” means each and every Mortgage, security agreement, pledge agreement, mortgage, deed of trust, Account Control Agreement or other collateral security agreement required by or delivered to Administrative Agent from time to time that purport to create a Lien in favor of any of the Secured Parties to secure payment or performance of the Obligations or any portion thereof.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Solvent” means, with respect to any Person, as of any date of determination, that the fair value of the assets of such Person (at fair valuation) is, on the date of determination, greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person as of such date, that the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the probable liability of such Person on its debts as such debts become absolute and matured, and that, as of such date, such Person will be able to pay all liabilities of such Person as such liabilities mature and such Person does not have unreasonably small capital with which to carry on its business. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability discounted to present value at rates believed to be reasonable by such Person acting in good faith.

“Sponsor” means Five Point Energy Fund II LP, Five Point Energy Fund III LP, any of their respective Affiliates, and any fund or other Person managed or controlled directly or indirectly by Five Point Energy LLC or any of its Affiliates (other than portfolio companies).

“Subsidiary” of a Person (the “parent”) means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or

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other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such parent. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Borrower.

“Supported QFC” has the meaning set forth in Section 11.30.

“Sureties” has the meaning set forth in Section 12.3(b).

“Swap Obligations” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Tax Return” means any return (including any information report), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of any Tax.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan” means an advance made by any Term Loan Lender to the Borrower under Section 2.1(b).

“Term Loan Borrowing” means a borrowing consisting of simultaneous Term Loans made by each of the Term Loan Lenders pursuant to Section 2.1(b).

“Term Loan Borrowing Request” means a writing, substantially in the form of Exhibit E, properly completed and signed by Borrower, requesting a Term Loan Borrowing.

“Term Loan Commitment” means, as to each Term Loan Lender on the Closing Date, its obligation to make a Term Loan to Borrower pursuant to Section 2.1(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Loan Lender’s name on Schedule 2.1 under the caption “Term Loan Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term Loan Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Term Loan Facility” means the term loan facility provided for and governed by this Agreement.

“Term Loan Lender” means any Lender that has a Term Loan Commitment and/or that holds a Term Loan.

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“Term Loan Note” means a promissory note of Borrower payable to the order of a Term Loan Lender evidencing the Term Loan made by such Term Loan Lender, in substantially the form of Exhibit F.

“Term SOFR” means:

(a) for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, a “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day, the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, a “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day, the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day.

“Term SOFR Adjustment” means, for any calculation, a percentage per annum equal to 0.10%.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Borrowing” means, as to any Borrowing, the Term SOFR Loans comprising such Borrowing.

“Term SOFR Loan” means a Loan bearing interest based on Adjusted Term SOFR.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

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“Test Period” means, at any time, the four (4) consecutive fiscal quarters of Borrower then last ended (in each case taken as one (1) accounting period) for which financial statements have been or are required to be delivered pursuant to this Agreement; provided, that for purposes of the calculation of the applicable components of the Financial Covenants for the Test Period ending June 30, 2023, such amounts shall be annualized by taking the results of the fiscal quarter ending June 30, 2023 and multiplying them by four (4); for the Test Period ending September 30, 2023, such amounts shall be annualized by taking the results of the two (2) consecutive fiscal quarters the last of which ends September 30, 2023, and multiplying them by two (2); and for the Test Period ending December 31, 2023, such amounts shall be annualized by taking the results of the three (3) consecutive fiscal quarters that last of which ends December 31, 2023 and multiplying them by four (4) and dividing them by three (3).

“Texas Capital Bank” means Texas Capital Bank and its successors and assigns.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Credit Exposure and Outstanding Amount of the Term Loans of such Lender at such time.

“Transactions” means, collectively, the execution, delivery and performance by the Loan Parties of this Agreement, the other Loan Documents, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, and the payment of all fees and expenses payable in connection with the foregoing.

“Type” means, with respect to a Loan, refers to whether such Loan is a Base Rate Loan or a Term SOFR Loan, and, with respect to a Borrowing, refers to whether such Borrowing is a Base Rate Borrowing or a Term SOFR Borrowing.

“UCC” means Chapters 1 through 11 of the Texas Business and Commerce Code as in effect from time to time or the Uniform Commercial Code of any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unfunded Pension Liability” means the excess, if any, of (a) the funding target as defined under Section 430(d) of the Code without regard to the special at-risk rules of Section 430(i) of the Code, over (b) the value of plan assets as defined under Section 430(g)(3)(A) of the Code determined as of the last day of each plan year, without regard to the averaging which may be allowed under Section 430(g)(3)(B) of the Code and reduced for any prefunding balance or funding standard carryover balance as defined and provided for in Section 430(f) of the Code.

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“Unreimbursed Amount” has the meaning set forth in Section 2.2(c)(i).

“Unrestricted Subsidiary” means any Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary in accordance with, and subject to the satisfaction of the conditions set forth in Section 6.17.

“U.S.” or “United States” means the United States of America.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” has the meaning set forth in Section 11.30.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.4(g)(ii)(B)(3).

“Wholly-Owned” means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or indirectly, owned or controlled by Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by applicable Law to be owned by a Person other than Borrower and/or one or more of its Wholly- Owned Subsidiaries).

“Withholding Agent” means each of the Loan Parties and Administrative Agent.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.2 Accounting Matters.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement

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shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements described in Section 5.2, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any Financial Covenant) contained herein, Debt of Borrower and its Restricted Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either Borrower or the Required Lenders shall so request, Administrative Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower shall provide to Administrative Agent and Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Section 1.3  ERISA Matters. If, after the date hereof, there shall occur, with respect to ERISA, the adoption of any applicable Law, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by the PBGC or any other Governmental Authority, then either Borrower or the Required Lenders may request a modification to this Agreement solely to preserve the original intent of this Agreement with respect to the provisions hereof applicable to ERISA, and the parties to this Agreement shall negotiate in good faith to complete such modification.

Section 1.4  Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Section 1.5  Other Definitional Provisions. All definitions contained in this Agreement are equally applicable to the singular and plural forms of the terms defined. The words “hereof”, “herein”, and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear. Terms used herein that are defined in the UCC, unless otherwise defined herein, have the meanings specified in the UCC. Any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or

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otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended, modified or supplemented from time to time. Words denoting gender shall be construed to include the masculine, feminine and neuter, when such construction is appropriate; specific enumeration shall not exclude the general but shall be construed as cumulative; the word “or” is not exclusive; the word “including” (in its various forms) means “including, without limitation”; in the computation of periods of time, the word “from” means “from and including” and the words “to” and “until” mean “to but excluding”; and all references to money refer to the legal currency of the United States of America.

Section 1.6 Interpretative Provision. For purposes of Section 9.1, a breach of a Financial Covenant shall be deemed to have occurred as of any date of determination thereof by Borrower, the Required Lenders or as of the last date of any specified measurement period, regardless of when the financial statements or the Compliance Certificate reflecting such breach are delivered to Administrative Agent. Unless otherwise expressly stated, if a Person may not take an action under this Agreement, then it may not take that action indirectly. For purposes of determining whether the Loan Parties comply with any exception to Section 7 where compliance with any such exception is based on a financial ratio or metric being satisfied as of a particular point in time, it is understood that (a) compliance shall be measured at the time when the relevant event is undertaken, as such financial ratios and metrics are intended to be “incurrence” tests and not “maintenance” tests and (b) correspondingly, any such ratio and metric shall only prohibit the Loan Parties from creating or incurring, as the case may be, any new, for example, Liens or Debt, but shall not result in any previously permitted, for example, Liens or Debt ceasing to be permitted hereunder.

Section 1.7 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to central time (daylight or standard, as applicable).

Section 1.8 Other Loan Documents. The other Loan Documents, including the Security Documents, contain representations, warranties, covenants, defaults and other provisions that are in addition to and not limited by, or a limitation of, similar provisions of this Agreement. Such provisions in such other Loan Documents may be different or more expansive than similar provisions of this Agreement and neither such differences nor such more expansive provisions shall be construed as a conflict.

Section 1.9 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware Law (or any comparable event under a different jurisdiction’s Laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

Section 1.10 Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of,

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administration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including the selection of such rate and any related spread or other adjustment or whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Loan Parties. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case, pursuant to the terms of this Agreement, and shall have no liability to any Loan Party, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.11  Rounding. Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

ARTICLE 2.

THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.1 The Loans.

(a) Revolving Credit Borrowings. Subject to the terms and conditions of this Agreement, each Revolving Credit Lender severally agrees to make one or more revolving credit loans (each such loan, a “Revolving Credit Loan”) to Borrower from time to time from the Closing Date until five (5) Business Days prior to the Maturity Date for the Revolving Credit Facility in an aggregate principal amount for such Revolving Credit Lender at any time outstanding up to but not exceeding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, Borrower may borrow, repay, and reborrow Revolving Credit Loans hereunder.

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(b) Term Loan Borrowing. Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make, on the Closing Date, a single Term Loan to Borrower in an amount equal to such Term Loan Lender’s Term Loan Commitment. The Term Loan Commitment of each Term Loan Lender shall automatically terminate immediately after the Term Loan Borrowing occurs on the Closing Date. Borrower may not borrow, repay, and reborrow the Term Loans.

(c) Borrowing Procedure. Each Borrowing, each conversion of a Borrowing from one Type to the other, and each continuation of a Term SOFR Borrowing shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent not later than 11:00 a.m. three U.S. Government Securities Business Days prior to the requested date of any Term SOFR Borrowing and on the requested date of any Base Rate Borrowing. Each telephonic notice by Borrower pursuant to this Section 2.1(c) must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of Borrower. Each Borrowing of, conversion to or continuation of a Term SOFR Borrowing shall be in a principal amount of $1,000,000 or a whole multiple of $200,000 in excess thereof. Except as provided in Section 2.2(c), each Borrowing of or conversion to a Base Rate Borrowing shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof; provided that a Base Rate Borrowing may be in an amount equal to the Revolving Credit Availability. Each Borrowing Request (whether telephonic or written) shall specify (i) whether Borrower is requesting a Borrowing, a conversion of Borrowings from one Type to the other, or a continuation of Borrowings, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Borrowings to be borrowed, converted or continued, (iv) the Type of Borrowings to be borrowed or to which existing Borrowings are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify a Type of Borrowing in a Borrowing Request or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Borrowings shall be made as, or converted to, Base Rate Borrowings. Any such automatic conversion to Base Rate Borrowings shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Borrowings. If Borrower requests a Borrowing of, conversion to, or continuation of a Term SOFR Borrowing in any such Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(d) Funding. Following receipt of a Borrowing Request, Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Borrowings, and if no timely notice of a conversion or continuation is provided by Borrower, Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Borrowings as described in Section 2.1(c). In the case of a Borrowing, each Lender shall make the amount of its Loan available to Administrative Agent in immediately available funds at Administrative Agent’s Principal Office not later than 1:00 p.m. on the Business Day specified in the applicable Borrowing Request. Upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), Administrative Agent shall make all funds so

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received available to Borrower in like funds as received by Administrative Agent either by (i) crediting the deposit account of the Borrower referenced in the Borrowing Request with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) Administrative Agent by Borrower; provided, however, that if, on the date the Borrowing Request with respect to such Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to Borrower as provided above.

(e) Continuations and Conversions. Except as otherwise provided herein, a Term SOFR Borrowing may be continued or converted only on the last day of an Interest Period for such Term SOFR Borrowing. During the existence of a Default, (i) no Loans may be requested as, converted to or continued as Term SOFR Borrowings without the consent of the Required Lenders and (ii) unless repaid, each Term SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

(f) Notifications. Administrative Agent shall promptly notify Borrower and Lenders of the interest rate applicable to any Interest Period for Term SOFR Borrowings upon determination of such interest rate.

(g) Interest Periods. After giving effect to all Borrowings, all conversions of Borrowings from one Type to the other, and all continuations of Borrowings as the same Type, there shall not be more than five (5) Interest Periods in effect with respect to Term SOFR Borrowings.

Section 2.2 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.2, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Borrower for the general corporate purposes of it and its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so

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requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the period from the Closing Date until the Letter of Credit Expiration Date, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii)  L/C Issuer shall not issue any Letter of Credit, if:

(A) the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension (without giving effect to any auto-extension provisions, if applicable), unless the L/C Issuer has approved such expiry date; or

(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all Revolving Credit Lenders have approved such expiry date.

(iii) L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain L/C Issuer from issuing the Letter of Credit, or any Law applicable to L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over L/C Issuer shall prohibit, or request that L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which L/C Issuer in good faith deems material to it;

(B) the issuance of the Letter of Credit would violate one or more policies of L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by Administrative Agent and L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000;

(D) the Letter of Credit is to be denominated in a currency other than Dollars;

(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to L/C Issuer (in its sole discretion) with Borrower or such Revolving Credit Lender to eliminate L/C Issuer’s actual or potential Fronting Exposure (after giving effect to

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Section 11.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;

(F)  the conditions set forth in Section 4.2 are not satisfied; or

(G) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv) L/C Issuer shall not amend any Letter of Credit if L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v) L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi) L/C Issuer shall act on behalf of Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and L/C Issuer shall have all of the benefits and immunities (A) provided to Administrative Agent in Article 10 with respect to any acts taken or omissions suffered by L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article 10 included L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to L/C Issuer.

(b)  Procedures for Issuance and Amendment of Letters of Credit; Auto- Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower delivered to L/C Issuer (with a copy to Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by L/C Issuer, by personal delivery or by any other means acceptable to L/C Issuer. Such Letter of Credit Application must be received by L/C Issuer and Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as Administrative Agent and L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the

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name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as L/C Issuer may require. Additionally, Borrower shall furnish to L/C Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as L/C Issuer or Administrative Agent may require.

(ii) Promptly after receipt of any Letter of Credit Application, L/C Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such Letter of Credit Application from Borrower and, if not, L/C Issuer will provide Administrative Agent with a copy thereof. Unless L/C Issuer has received written notice from any Revolving Credit Lender, Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article 4 shall not then be satisfied, then, subject to the terms and conditions hereof, L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of Borrower (or the applicable Restricted Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Letter of Credit.

(iii) If Borrower so requests in any applicable Letter of Credit Application, L/C Issuer may, in its sole discretion, agree to issue an Auto-Extension Letter of Credit; provided that any such Auto-Extension Letter of Credit must permit L/C Issuer to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by L/C Issuer, Borrower shall not be required to make a specific request to L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that L/C Issuer shall not permit any such extension (and the terms of the Auto-Extension Letter of Credit may permit L/C Issuer to refuse to extend such Letter of Credit) if (A) L/C Issuer has

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determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.2(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from Administrative Agent, any Revolving Credit Lender or Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each such case directing L/C Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, L/C Issuer will also deliver to Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)  Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, L/C Issuer shall notify Borrower and Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), Borrower shall reimburse L/C Issuer through Administrative Agent in an amount equal to the amount of such drawing. If Borrower fails to so reimburse L/C Issuer by such time, Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Applicable Percentage thereof. In such event, Borrower shall be deemed to have requested a Revolving Credit Borrowing to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, subject to the amount of the Revolving Credit Availability and the conditions set forth in Section 4.2 (other than the delivery of a Revolving Credit Borrowing Request). Any notice given by L/C Issuer or Administrative Agent pursuant to this Section 2.2(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.2(c)(i) make funds available (and Administrative Agent may apply Cash Collateral provided for this purpose) for the account of L/C Issuer at Administrative Agent’s Principal Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.2(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan (or, if the conditions set forth in Section 4.2 are not satisfied, an L/C Borrowing as further described in clause (iii) below) to Borrower in such amount. Administrative Agent shall remit the funds so received to L/C Issuer.

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(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing because the conditions set forth in Section 4.2 cannot be satisfied or for any other reason, Borrower shall be deemed to have incurred from L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Interest Rate. In such event, each Revolving Credit Lender’s payment to Administrative Agent for the account of L/C Issuer pursuant to Section 2.2(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.2.

(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.2(c) to reimburse L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Percentage of such amount shall be solely for the account of L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.2(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against L/C Issuer, Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not its obligation to fund its Applicable Percentage of L/C Advances) pursuant to this Section 2.2(c) is subject to the conditions set forth in Section 4.2 (other than delivery by Borrower of a Revolving Credit Borrowing Request). No such making of an L/C Advance shall relieve or otherwise impair the obligation of Borrower to reimburse L/C Issuer for the amount of any payment made by L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to Administrative Agent for the account of L/C Issuer any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.2(c) by the time specified in Section 2.2(c)(ii), then, without limiting the other provisions of this Agreement, L/C Issuer shall be entitled to recover from such Revolving Credit Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate

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determined by L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of L/C Issuer submitted to any Revolving Credit Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)  Repayment of Participations.

(i) At any time after L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Revolving Credit Lender’s L/C Advance in respect of such payment in accordance with Section 2.2(c), if Administrative Agent receives for the account of L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including proceeds of Cash Collateral applied thereto by Administrative Agent), Administrative Agent will distribute to such Revolving Credit Lender its Applicable Percentage thereof in the same funds as those received by Administrative Agent.

(ii) If any payment received by Administrative Agent for the account of L/C Issuer pursuant to Section 2.2(c)(i) is required to be returned under any of the circumstances described in Section 11.24 (including pursuant to any settlement entered into by L/C Issuer in its discretion), each Revolving Credit Lender shall pay to Administrative Agent for the account of L/C Issuer its Applicable Percentage thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of Revolving Credit Lenders under this clause (ii) shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of Borrower to reimburse L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that Borrower or any Restricted Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

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(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) waiver by L/C Issuer of any requirement that exists for L/C Issuer’s protection and not the protection of Borrower or any waiver by L/C Issuer which does not in fact materially prejudice Borrower;

(v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi) any payment made by L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, as applicable;

(vii) any payment by L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any Restricted Subsidiary.

Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will immediately notify L/C Issuer. Borrower shall be conclusively deemed to have waived any such claim against L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Revolving Credit Lender and Borrower agree that, in paying any drawing under a Letter of Credit, L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of L/C Issuer, Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection

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herewith at the request or with the approval of the Required Revolving Credit Lenders; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct on the part of such Person as found in a final and non-appealable decision of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Borrower hereby assumes all risks of, and none of L/C Issuer, Administrative Agent, or any Lender or any of their respective Related Parties shall have any liability for, the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of L/C Issuer, Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, Borrower may have a claim against L/C Issuer, and L/C Issuer may be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves were directly caused by L/C Issuer’s willful misconduct or gross negligence or L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit as found in a final and non-appealable decision of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g) Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by L/C Issuer and Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, L/C Issuer shall not be responsible to Borrower for, and L/C Issuer’s rights and remedies against Borrower shall not be impaired by, any action or inaction of L/C Issuer required or permitted under any Law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where L/C Issuer or the beneficiary is located, the practice stated in the ISP or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit or other Issuer Document chooses such Law or practice.

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(h) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. Borrower shall pay directly to L/C Issuer for its own account a fronting fee with respect to each standby Letter of Credit at the rate per annum separately agreed between Borrower and L/C Issuer, computed on the daily amount available to be drawn under such Letter of Credit and payable on a quarterly basis in arrears. Such fronting fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4. In addition, Borrower shall pay directly to L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(i) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(j) Letters of Credit Issued for Restricted Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, or states that a Restricted Subsidiary is the “account party,” “applicant,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of L/C Issuer against such Restricted Subsidiary, Borrower (i) shall be obligated to reimburse L/C Issuer hereunder for any and all drawings under such Letter of Credit as if such Letter of Credit had been issued solely for the account of Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Restricted Subsidiary in respect of such Letter of Credit. Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of Borrower, and that Borrower’s business derives substantial benefits from the businesses of such Restricted Subsidiaries.

Section 2.3 Fees.

(a) Fees. Borrower agrees to pay to Administrative Agent and Arranger, for the account of Administrative Agent, Arranger and each Lender, as applicable, fees, in the amounts and on the dates set forth in the Fee Letter.

(b) Letter of Credit Fees. Borrower shall pay to Administrative Agent for the account of each Revolving Credit Lender in accordance, subject to Section 11.22, with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each standby Letter of Credit equal to the Applicable Margin for Term SOFR Loans times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4. Letter of Credit Fees for

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each standby Letter of Credit shall be (i) due and payable in arrears on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance or renewal of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Margin for Term SOFR Loans during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Margin for Term SOFR Loans separately for each period during such quarter that such Applicable Margin for Term SOFR Loans was in effect. Notwithstanding anything to the contrary contained herein while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Interest Rate.

(c) Commitment Fees. Borrower agrees to pay to Administrative Agent for the account of each Revolving Credit Lender in accordance, subject to Section 11.22, with its Applicable Percentage a commitment fee (“Commitment Fees”) on the daily average unused amount of the Revolving Credit Commitment of such Revolving Credit Lender for the period from and including the date of this Agreement to and including the Maturity Date for the Revolving Credit Facility (including at any time during which one or more of the conditions in Article 4 is not met), at a rate equal to the applicable amount set forth for Commitment Fees in the definition of Applicable Margin. For the purpose of calculating the Commitment Fees hereunder, the Revolving Credit Commitment of each Revolving Credit Lender shall be deemed utilized by the amount of all outstanding Revolving Credit Loans and L/C Obligations owing to such Revolving Credit Lender whether directly or by participation. Accrued Commitment Fees shall be payable quarterly in arrears on the first day of each April, July, October, and January during the term of this Agreement and on the Maturity Date for the Revolving Credit Facility.

Section 2.4 Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments of principal, interest, and other amounts to be made by Borrower under this Agreement and the other Loan Documents shall be made to Administrative Agent for the account of Administrative Agent or L/C Issuer or the pro rata accounts of the applicable Lenders, as applicable, at the Principal Office in Dollars and immediately available funds, without setoff, deduction, or counterclaim, at the time and in the manner provided herein. Payments by check or draft shall not constitute payment in immediately available funds until the required amount is actually received by Administrative Agent in full. Payments in immediately available funds received by Administrative Agent in the place designated for payment on a Business Day prior to 11:00 a.m. at such place of payment shall be credited prior to the close of business on the Business Day received, while payments received by Administrative Agent on a day other than a Business Day or after 11:00 a.m. on a Business Day shall not be credited until the next succeeding Business Day. If any payment of principal or interest required under the Loan Documents shall become due and payable on a day other than a Business Day, then such payment shall be made on the next succeeding Business Day. Any such extension of time for payment shall be included in computing interest which has accrued and shall be payable in connection with such payment. Administrative Agent is hereby authorized upon notice to Borrower to charge the account of Borrower maintained with Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder.

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(b) Funding by Lenders; Presumption by Administrative Agent. Unless Administrative Agent shall have received notice from a Lender that such Lender will not make available to Administrative Agent such Lender’s share of a Borrowing, Administrative Agent may assume that such Lender has made such share available on such date in accordance with this Agreement and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to the applicable Borrowing. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

(c) Payments by Borrower; Presumption by Administrative Agent. Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to Administrative Agent for the account of L/C Issuer or the applicable Lenders hereunder that Borrower will not make such payment, Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to L/C Issuer or the applicable Lenders the amount due. In such event, if Borrower has not in fact made such payment, then each of L/C Issuer and the applicable Lenders, as applicable, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to L/C Issuer or such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation.

Section 2.5 Evidence of Debt.

(a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by Administrative Agent in the ordinary course of business; provided that such Lender or Administrative Agent may, in addition, request that such Loans be evidenced by the Notes. The Credit Extensions made by L/C Issuer shall be evidenced by one or more accounts or records maintained by L/C Issuer and by Administrative Agent in the ordinary course of business. The accounts or records maintained by Administrative Agent, L/C Issuer, and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made to Borrower and, with respect to Letters of Credit issued for the account of a Restricted Subsidiary, such

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Restricted Subsidiary and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by L/C Issuer or any Lender and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error.

(b) In addition to the accounts and records referred to in subsection (a) above, each Revolving Credit Lender and Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Revolving Credit Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by Administrative Agent and the accounts and records of any Revolving Credit Lender in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error.

Section 2.6 Cash Collateral.

(a) Certain Credit Support Events. If (i) L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) Borrower shall be required to provide Cash Collateral pursuant to Section 2.8(c) or Section 9.2, or (iv) there shall exist a Revolving Credit Lender that is a Defaulting Lender, Borrower shall immediately (in the case of clause (iii) above) or within one (1) Business Day (in all other cases) following any request by Administrative Agent or L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 11.22(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(b) Grant of Security Interest. Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) Administrative Agent, for the benefit of Administrative Agent, L/C Issuer and Lenders, and agrees to maintain, a first priority security interest in all such Cash Collateral and each Deposit Account in which such Cash Collateral is deposited, and all other Property so provided as Collateral pursuant hereto, and in all proceeds of the foregoing (including all interest accruing thereon, if any), all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.6(c). If at any time Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than Administrative Agent or L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, Borrower will, promptly upon demand by Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one or more blocked, non-interest bearing Deposit Accounts at Texas Capital Bank. Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

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(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.6 or Sections 2.2, 2.8(c), 9.2 or 11.22 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such Property as may otherwise be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto, including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.8(b)(vii)) or (ii) the determination by Administrative Agent and L/C Issuer that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Section 2.7 Interest; Payment Terms.

(a) Revolving Credit Loans – Payment of Principal and Interest; Revolving Nature. The unpaid principal amount of each Borrowing of the Revolving Credit Loans shall, subject to the following sentence and Section 2.7(f), bear interest at the applicable Interest Rate. If at any time such rate of interest would exceed the Maximum Rate but for the provisions hereof limiting interest to the Maximum Rate, then any subsequent reduction shall not reduce the rate of interest on the Revolving Credit Loans below the Maximum Rate until the aggregate amount of interest accrued on the Revolving Credit Loans equals the aggregate amount of interest which would have accrued on the Revolving Credit Loans if the interest rate had not been limited by the Maximum Rate. All accrued but unpaid interest on the principal balance of the Revolving Credit Loans shall be payable on each Payment Date and on the Maturity Date for the Revolving Credit Facility, provided that interest accruing at the Default Interest Rate pursuant to Section 2.7(f) shall be payable on demand. The then Outstanding Amount of the Revolving Credit Loans and all accrued but unpaid interest thereon shall be due and payable on the Maturity Date for the Revolving Credit Facility. The unpaid principal balance of the Revolving Credit Loans at any time shall be the total amount advanced hereunder by Revolving Credit Lenders less the amount of principal payments made thereon by or for Borrower, which balance may be endorsed on the Revolving Credit Notes from time to time by Revolving Credit Lenders or otherwise noted in Revolving Credit Lenders’ and/or Administrative Agent’s records, which notations shall be, absent manifest error, conclusive evidence of the amounts owing hereunder from time to time.

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(b)  Term Loan – Payment of Principal and Interest.

(i) The unpaid principal amount of the Term Loans shall, subject to the following sentence and Section 2.7(f), bear interest at the applicable Interest Rate. If at any time such rate of interest shall exceed the Maximum Rate but for the provisions thereof limiting interest to the Maximum Rate, then any subsequent reduction shall not reduce the rate of interest on the Term Loans below the Maximum Rate until the aggregate amount of interest accrued on the Term Loans equals the aggregate amount of interest which would have accrued on the Term Loans if the interest rate had not been limited by the Maximum Rate. All accrued but unpaid interest on the principal balance of the Term Loans shall be payable by Borrower on each Payment Date and on the Maturity Date for the Term Loan Facility, provided that interest accruing at the Default Interest Rate pursuant to Section 2.7(f) shall be payable on demand.

(ii)  The principal balance of the Term Loans shall be due and payable (i) in equal quarterly installments, each in the amount of $5,000,000, on the first day of each calendar quarter during the term hereof, commencing October 1, 2023, and (ii) in one final installment on the Maturity Date for the Term Loan Facility in the amount of the then Outstanding Amount of the Term Loans and all accrued but unpaid interest thereon.

(c) Computation Period. Interest on the Loans and all other amounts payable by Borrower hereunder on a per annum basis shall be computed on the basis of a 360-day year and the actual number of days elapsed (including the first day but excluding the last day) unless such calculation would result in a usurious rate or to the extent such Loan bears interest based upon the Base Rate, in which case interest shall be calculated on the basis of a 365-day year or 366-day year, as the case may be. In computing the number of days during which interest accrues, the day on which funds are initially advanced shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless repayment is credited prior to the close of business on the Business Day received. Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d) Unconditional Payment. Borrower is and shall be obligated to pay all principal, interest and any and all other amounts which become payable under any of the Loan Documents absolutely and unconditionally and without any abatement, postponement, diminution or deduction whatsoever and without any reduction for counterclaim or setoff whatsoever. If at any time any payment received by Administrative Agent hereunder shall be deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any Debtor Relief Law, then the obligation to make such payment shall survive any cancellation or satisfaction of the Obligations under the Loan Documents and shall not be discharged or satisfied with any prior payment thereof or cancellation of such Obligations, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and such payment shall be immediately due and payable upon demand.

(e) Partial or Incomplete Payments. Subject to Section 9.3, if at any time insufficient funds are received by and available to Administrative Agent to pay fully all

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amounts of principal, L/C Borrowings, interest, fees and other amounts then due hereunder, such funds shall be applied (i) first, to pay interest, fees and other amounts then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due to such parties, and (ii) second, to pay principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal or L/C Borrowings, as applicable, then due to such parties. Remittances in payment of any part of the Obligations under the Loan Documents other than in the required amount in immediately available funds at the place where such Obligations are payable shall not, regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by Administrative Agent in full in accordance herewith and shall be made and accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks. Acceptance by Administrative Agent of any payment in an amount less than the full amount then due shall be deemed an acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be a Default or Event of Default (as applicable).

(f) Default Interest Rate. For so long as any Event of Default exists under Section 9.1(a), (e) or (f), or with respect to any other Event of Default, at the election of the Required Lenders for so long as such Event of Default exists, regardless of whether or not there has been an acceleration of the Loans, and at all times after the maturity of the Loans (whether by acceleration or otherwise), and in addition to all other rights and remedies of Administrative Agent or Lenders hereunder, (A) interest shall accrue on the Outstanding Amount of the Loans at the Default Interest Rate and (B) interest shall accrue on all other outstanding Obligations at the Default Interest Rate, and, in each case, such accrued interest shall be immediately due and payable. All such interest shall continue to accrue on the Obligations after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any Debtor Relief Law. Borrower acknowledges that it such accrued interest are reasonable estimates of the damages resulting from late payment or an Event of Default and do not constitute a penalty.

(g) Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent shall consult with the Borrower on any such Conforming Changes, provided that such consultation shall not be construed as a consent or approval right on the part of the Borrower. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Section 2.8  Voluntary Termination or Reduction of Revolving Credit Commitments; Prepayments.

(a) Voluntary Termination or Reduction of Revolving Credit Commitments. Borrower may, upon written notice to Administrative Agent, terminate

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the Revolving Credit Commitments, or from time to time permanently reduce the Revolving Credit Commitments; provided that (i) any such notice shall be received by Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an amount of at least $2,500,000 or any whole multiple of $500,000 in excess thereof, (iii) Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Credit Exposure of all Revolving Credit Lenders would exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, (iv) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit exceeds the amount of the aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess and (v) a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of the closing of other credit facilities or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date of termination or reduction) if such condition is not satisfied. Administrative Agent will promptly notify Revolving Credit Lenders of any such notice of termination or reduction of the Revolving Credit Commitments. Any reduction of the Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

(b) Voluntary Prepayments. Subject to the conditions set forth below, Borrower shall have the right, at any time and from time to time upon at least three (3) Business Days’ prior written notice to Administrative Agent, to prepay the principal of the Term Loans or the Revolving Credit Loans in full or in part, without penalty or premium except as provided in Section 3.5. All prepayments of Term Loans under this Section 2.8(b) shall be applied to the remaining scheduled amortization payments of the Term Loans in inverse order of maturity. A notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of the closing of other credit facilities or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date of prepayment) if such condition is not satisfied.

(c) Mandatory Prepayment of Revolving Credit Facility. If at any time the Revolving Credit Exposure of the Revolving Credit Lenders exceeds the Revolving Credit Commitments of all Revolving Credit Lenders then in effect, then Borrower shall immediately prepay the entire amount of such excess to Administrative Agent, for the ratable account of the Revolving Credit Lenders, and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. Each prepayment required by this Section 2.8(c) shall be applied, first, to any Base Rate Borrowings then outstanding, and, second, to any Term SOFR Borrowings then outstanding, and if more than one (1) Term SOFR Borrowing is then outstanding, to such Term SOFR Borrowings in such order as Borrower may direct, or if Borrower fails to so direct, as Administrative Agent shall elect.

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(d)  Mandatory Prepayment of Term Loans.

(i) If any Loan Party or any of its Restricted Subsidiaries Disposes of any Property (other than any Disposition of any Property permitted by Section 7.8(a) through (h), (j) or (k)) which results in the realization by such Person of Net Cash Proceeds, Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds within three (3) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.8(d)(i), at the election of Borrower, and so long as no Event of Default shall have occurred and be continuing or shall result therefrom, such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets or other assets useful to its business so long as within 180 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by Borrower in writing to Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds not so reinvested within such 180-day period shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.8(d)(i), and (B) if an Event of Default has occurred and is continuing at any time that any Loan Party or any of its Restricted Subsidiaries receives or is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be applied within three (3) Business Days following the first occurrence of such Event of Default to the prepayment of the Term Loans as set forth in this Section 2.8(d)(i).

(ii) Concurrently with the issuance by any Loan Party of any of its stock or other Equity Interests (other than to another Loan Party) prior to or as part of a Qualified IPO, Borrower shall prepay the Term Loans in the amount equal to the lesser of (A) the Net Cash Proceeds thereof or (B) the amount necessary to reduce the Leverage Ratio on a pro forma basis to not greater than 1.00 to 1.00, which prepayment shall be applied as set forth in clause (v) below. For avoidance of doubt, no prepayment shall be required under this clause (ii) with respect to Equity Interests issued after the consummation of a Qualified IPO.

(iii) Concurrently with the incurrence or issuance by any Loan Party of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to Section 7.1), Borrower shall prepay the Term Loans in an amount equal the Net Cash Proceeds thereof, which prepayment shall be applied as set forth in clause (v) below.

(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Restricted Subsidiaries, and not otherwise included in clause (i) of this Section 2.8(d), Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within one (1) Business Day of receipt thereof by such Loan Party or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the

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election of Borrower (as notified by Borrower to Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Restricted Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real Property (or invest in other assets useful to the business of the Loan Parties) in respect of which such cash proceeds were received; and provided further, however, that (A) any cash proceeds not so applied within such 180-day period shall be applied not later than three (3) Business Days following the expiration thereof to the prepayment of the Term Loans as set forth in this Section 2.8(d)(iv), and (B) if an Event of Default has occurred and is continuing at any time that any Loan Party or any of its Restricted Subsidiaries receives or is holding any Net Cash Proceeds which have not yet been applied to replace or repair the equipment, fixed assets or real Property in respect of which such cash proceeds were received, such cash proceeds shall be applied within three (3) Business Days following the first occurrence of such Event of Default to the prepayment of the Term Loans as set forth in this Section 2.8(d)(iv).

(v) Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through (iv) above, the Borrower shall deliver written notice thereof to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 2.8(d) shall be applied as follows: first, ratably between the Term Loans to the remaining scheduled amortization payments of the Term Loans in inverse order of maturity and second, to the extent of any excess, to repay the Revolving Credit Loans, without a corresponding reduction in the Revolving Credit Commitments.

(vi) If upon the repayment in full of all Term Loans, the Revolving Credit Commitment of Texas Capital Bank is not equal to or greater than the highest Revolving Credit Commitment held by any other Revolving Credit Lender, then Texas Capital Bank may request any or all of the other Lenders to sell and assign some or all of their respective Revolving Credit Commitments to Texas Capital Bank at such Lenders’ option in such amount(s) as Texas Capital Bank may designate in order for Texas Capital Bank’s resulting Revolving Credit Commitment to be not less than that of any other Revolving Credit Lender. Absent contrary written agreement among the affected parties (which shall not require the consent of any other Person), any such sale and assignment shall be made at par pursuant to an Assignment and Assumption, and the affected parties shall work together in good faith to consummate such sale and assignment not later than ten (10) Business Days following Texas Capital Bank’s written notice to the applicable Revolving Credit Lender(s) under this clause (vi).

(e) Payment of Interest. If there is a prepayment of all or any portion of the principal of the Term Loans or the Revolving Credit Loans on or before the Maturity Date for such Loans, whether voluntary or mandatory or because of acceleration or otherwise, such prepayment shall also include any and all accrued but unpaid interest on the amount

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of principal being so prepaid through and including the date of prepayment, plus any other sums which have become due to Lenders under the other Loan Documents on or before the date of prepayment, but which have not been fully paid.

Section 2.9 Uncommitted Increase in Revolving Credit Commitments.

(a) Request for Increase. So long as no Default or Event of Default has occurred that is continuing, upon notice to Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time, request an increase in the aggregate Revolving Credit Commitments (a “Revolving Facility Increase”) by an amount (for all such requests) not exceeding the sum of (A) $50,000,000, plus (B) the amount, if any, of all prior principal repayments of Term Loans up to a maximum aggregate under this clause (B) of $50,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $5,000,000, (ii) Borrower may make a maximum of three such requests and (iii) no Lender shall be required or otherwise obligated to provide any portion of such Revolving Facility Increase. To achieve the full amount of a requested Revolving Facility Increase, and subject to the approval of Administrative Agent and L/C Issuer, Borrower may (I) request that one or more Lenders increase their Revolving Credit Commitment, (II) invite all Lenders to increase their respective Revolving Credit Commitment, and/or (III) invite additional Eligible Assignees to become Revolving Credit Lenders pursuant to a joinder agreement in form and substance satisfactory to Administrative Agent and its counsel.

(b) Notification by Administrative Agent; Additional Revolving Credit Lenders. In the event the Borrower invites all Revolving Credit Lenders to increase their respective Revolving Credit Commitment, then at the time of sending such notice, Borrower (in consultation with Administrative Agent) shall specify the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders). Each Revolving Credit Lender shall notify Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. Administrative Agent shall notify Borrower and each Lender of the Revolving Credit Lenders’ responses to each request made hereunder.

(c) Effective Date and Allocations. If the Revolving Credit Commitments are increased in accordance with this Section, Administrative Agent and Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. Administrative Agent shall promptly notify Borrower and the Lenders of the details of the final allocation of such increase, the reallocation described in the immediately preceding sentence and the Increase Effective Date.

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(d) Conditions to Effectiveness of Increase. As conditions precedent to such increase, Borrower shall deliver to Administrative Agent:

(i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party, in each case in form and substance satisfactory to Administrative Agent, (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (B) in the case of Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article 5 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.9, the representations and warranties contained in Section 5.2 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, (2) no Default exists and (3) Borrower is and on a pro forma basis will be in compliance with all Financial Covenants (which shall be tested as though the increased availability were fully drawn on such date), and (C) certifying and attaching interim financial statements satisfactory to Administrative Agent and related calculations demonstrating the matters set forth in clause (B)(3) preceding; and

(ii) such other certificates and legal opinions as may be reasonably requested by the Administrative Agent or any Revolving Credit Lender providing a portion of such increase in connection with such Revolving Facility Increase.

(e) Pro Rata Treatment; Etc. On the Increase Effective Date, (i) any Lender increasing (or, in the case of any newly added Lender, extending) its Revolving Credit Commitment shall make available to Administrative Agent such amounts in immediately available funds as Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Credit Loans, and Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Credit Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Administrative Agent, in order to effect such reallocation and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase (or addition) in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.1(b)). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Term SOFR Loan, shall be subject to the provisions of Section 3.5 if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase or addition, Administrative Agent shall, and is hereby authorized and directed to, revise Schedule 2.1 to reflect such increase or addition and shall distribute such revised Schedule 2.1 to each of the Lenders and the Borrower, whereupon such revised Schedule 2.1 shall replace the old Schedule 2.1 and become part of this Agreement.

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(f)  Conflicting Provisions. This Section shall supersede any provisions in Section 11.10 or 11.23 to the contrary.

ARTICLE 3.

TAXES, YIELD PROTECTION AND INDEMNITY

Section 3.1 Increased Costs.

(a)  Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR);

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credit;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital or Liquidity Requirements. If any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any Lending Office of such Lender or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender’s or L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by such Lender or the Letters of Credit issued by L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the

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policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time Borrower will pay to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or L/C Issuer or its holding company, as the case may be, as specified in Sections 3.1(a) or (b) and delivered to Borrower, shall be conclusive absent manifest error. Borrower shall pay such Lender or L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation.

Section 3.2  Illegality. If any Lender determines that any Law or regulation has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, then, on notice thereof by such Lender to Borrower through Administrative Agent, (a) any obligation of such Lender to make or continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Adjusted Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Adjusted Term SOFR component of the Base Rate, in each case until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) Borrower shall, if necessary to avoid such illegality, upon demand from such Lender (with a copy to Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Adjusted Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon Adjusted Term SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Adjusted Term SOFR component thereof until Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon Adjusted Term SOFR. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted.

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Section 3.3 Changed Circumstances; Benchmark Replacement.

(a) Changed Circumstances. Subject to clause (b) below, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing,

(i) Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan or in connection with an existing or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or

(ii) Administrative Agent is advised by the Required Lenders that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan will not adequately and fairly reflect the cost to such Lenders of funding or maintaining their Benchmark Rate Loans included in such Borrowing for such Interest Period,

then Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain Benchmark Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate component of the Base Rate, the utilization of the Benchmark rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified therein.

(b)  Benchmark Replacement Setting.

(i) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without

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any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(ii) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(iii) Notices; Standards for Decisions and Determinations. Administrative Agent will promptly notify Borrower and the Lenders of (A) the implementation of any Benchmark Replacement, (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (C) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (D) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.3(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.3(b).

(iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (i) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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(v) Benchmark Unavailability Period. Upon Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, Borrower may revoke any pending request for a Benchmark Rate Borrowing of, conversion to or continuation of Benchmark Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

Section 3.4 Taxes.

(a) Defined Terms. For purposes of this Section, the term “Lender” includes any L/C Issuer and the term “applicable Law” includes FATCA.

(b) Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.4) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.4) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

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(e) Indemnification by Lenders. Each Lender shall severally indemnify Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.8 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Administrative Agent to such Lender from any other source against any amount due to Administrative Agent under this Section 3.4(e).

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 3.4, such Loan Party shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Administrative Agent.

(g)  Status of Lenders.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and Administrative Agent, at the time or times reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by Borrower or Administrative Agent as will enable Borrower or Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two (2) sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.4(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in such Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Person,

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(A) any Lender that is a U.S. Person shall deliver to Borrower and Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income Tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN (or IRS Form W-8BEN-E, if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN (or IRS Form W- 8BEN-E, if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty;

(2)  executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to any Loan Party described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W- 8BEN (or IRS Form W-8BEN-E, if applicable); or

(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN (or IRS Form W-8BEN-E, if applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the

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portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit Borrower or Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.4 (including by the payment of additional amounts pursuant to this Section 3.4), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.4 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such

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indemnified party the amount paid over pursuant to this Section 3.4(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.4(h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 3.4(h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 3.4(h) shall not be construed to require any indemnified party to make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) Survival. Each party’s obligations under this Section 3.4 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, the expiration or cancellation of all Letters of Credit and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 3.5  Compensation for Losses. Upon demand of any Lender (with a copy to Administrative Agent) from time to time, Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by Borrower (for a reason other than the failure of such Lender to lend any Loan other than a Base Rate Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by Borrower (regardless of whether such notice may be revoked by Borrower under the terms of this Agreement and is revoked in accordance herewith); or

(c) any assignment of a Loan other than a Base Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by Borrower pursuant to Section 3.6(b);

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

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Section 3.6 Mitigation of Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.1, or requires Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.4, then such Lender shall (at the request of Borrower) use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.1 or Section 3.4, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.1, or if Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.4 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.6(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then Borrower may, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or Section 3.4) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 11.8;

(ii) such Lender shall have received payment of an amount equal to the Outstanding Amount of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.5) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);

(iii) in the case of any such assignment resulting from a claim for compensation under Section 3.1 or payments required to be made pursuant to Section 3.4, such assignment will result in a reduction in such compensation or payments thereafter;

(iv) such assignment does not conflict with applicable Law; and

(v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

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A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

Each party hereto agrees that (x) an assignment required pursuant to this Section 3.6 may be effected pursuant to an Assignment and Assumption executed by Borrower, Administrative Agent and the assignee and (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender or Administrative Agent, provided, further that any such documents shall be without recourse to or warranty by the parties thereto.

Notwithstanding anything in this Section 3.6 to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced hereunder at any time it has any Letters of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to L/C Issuer) have been made with respect to such outstanding Letters of Credit and (ii) the Lender that acts as Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 10.6.

Section 3.7  Survival. All of the obligations under this Article 3 shall survive termination of the Commitments, repayment of all other Obligations hereunder, and resignation of Administrative Agent.

ARTICLE 4.

CONDITIONS PRECEDENT

Section 4.1  Initial Extension of Credit. The obligation of the Lenders and L/C Issuer to make the initial Credit Extension hereunder is subject to the conditions precedent that (i) the portion (if any) of the initial Credit Extension made pursuant to the Revolving Credit Facility may not exceed $25,000,000, and (ii) Administrative Agent shall have received all of the following, each dated (unless otherwise indicated or otherwise specified by Administrative Agent) the Closing Date, in form and substance satisfactory to Administrative Agent:

(a)  Credit Agreement. Counterparts of this Agreement executed by each party hereto;

(b)  Resolutions. Resolutions of the board of directors (or other governing body) 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) certified by the secretary or an assistant secretary (or a Responsible Officer or other custodian of records) of such Person which authorize the execution, delivery, and performance by such Person of this Agreement and the other Loan Documents to which such Person is or is to be a party;

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(c) Incumbency Certificate. A certificate of incumbency certified by a Responsible Officer of each Loan Party and of Holdings, certifying the names of the individuals or other Persons authorized to sign this Agreement 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;

(d) Certificate Regarding Consents, Licenses and Approvals. A certificate of a Responsible Officer of each Loan Party and Holdings either (i) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Person and the validity against such Person of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (ii) stating that no such consents, licenses or approvals are so required;

(e) Closing Certificate. A certificate signed by a Responsible Officer of Borrower certifying that the conditions specified in Sections 4.2(b), (c) and (d) have been satisfied;

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

(g) Constituent Documents. The Constituent Documents and all amendments thereto for each Loan Party and Holdings, with the formation documents included in the Constituent Documents being certified as of a date acceptable to Administrative Agent by the appropriate government officials of the state of incorporation or organization of such Person, and all such Constituent Documents being accompanied by certificates that such copies are complete and correct, given by an authorized representative acceptable to Administrative Agent;

(h) 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;

(i)  Notes. The Notes executed by Borrower in favor of each Lender requesting Notes;

(j)  Security Documents. Subject to the provisions of Section 6.15, the Security Documents executed by (i) Borrower and the other Loan Parties, including a security agreement pertaining to personal property of the Loan Parties and duly executed and notarized Mortgages encumbering all real property (including any Oil and Gas Properties) owned or leased by any Loan Party as of the Closing Date, in sufficient original counterparts to facilitate simultaneous recordation in all relevant jurisdictions, but in each case excluding Excluded Assets, and (ii) with respect to the Pledge Agreement, Holdings;

(k) Pledged Equity Interests; Stock Powers; Pledged Notes. (i) The certificates (if any) representing any Equity Interests pledged pursuant to the Security

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Documents as of the Closing Date, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to Administrative Agent pursuant to the Security Documents endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;

(l) Financing Statements, etc. Each document (including any UCC financing statements reflecting the Loan Parties or Holdings, as debtors, and Administrative Agent, as secured party) required by the Security Documents or under applicable Law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than Permitted Liens that have priority over the Liens in favor of the Administrative Agent under applicable Law), each of which shall, if applicable be in proper form for filing, registration or recordation;

(m) Lien Searches. The results of UCC, Tax lien and judgment lien 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 Liens being released or assigned to Administrative Agent on or prior to the Closing Date and Permitted Liens;

(n) Opinions of Counsel. A favorable opinion of White & Case, legal counsel to the Loan Parties and Holdings, addressed to Administrative Agent, the Lenders and L/C Issuer and dated the Closing Date, in form and substance satisfactory to Administrative Agent, with respect to such matters as Administrative Agent may reasonably request;

(o) Attorneys’ Fees and Expenses. Evidence that the costs and expenses (including reasonable attorneys’ fees) referred to in Section 11.1, to the extent invoiced at least one (1) Business Day prior to the Closing Date, shall have been paid in full by Borrower or will be paid out of the proceeds of the Closing Date Loans;

(p) Legal Due Diligence. Administrative Agent and its counsel shall have completed all business, legal and regulatory due diligence (including review of Material Agreements), the results of which shall be satisfactory to Administrative Agent in its sole discretion;

(q) Material Agreements. A certificate of a Responsible Officer of the Borrower certifying that true and complete copies of all Material Agreements have been provided to the Administrative Agent;

(r) KYC Information; Beneficial Ownership Information. Each of the Loan Parties and Holdings shall have provided to Administrative Agent and the Lenders at least five (5) Business Days prior to the Closing Date (i) the 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,

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without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations and (ii) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower;

(s) Closing Fees. Evidence that (i) all fees required to be paid to Administrative Agent and Arranger on or before the Closing Date, and (ii) all fees required to be paid to the Lenders on or before the Closing Date, have been paid or will be paid out of the proceeds of the Closing Date Loans;

(t) Corporate Structure. The corporate structure, capital structure and other material debt instruments, material accounts and governing documents of Holdings, Borrower and its Subsidiaries shall be acceptable to the Administrative Agent in its reasonable discretion;

(u) Financial Statements. (A) the audited consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of December 31, 2022, and the related audited statements of income and retained earnings and cash flows for the fiscal year ended December 31, 2022, and (B) unaudited consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of March 31, 2023 and related unaudited interim statements of income and retained earnings (collectively, the “Historical Financial Statements”);

(v) Financial Projections. Pro forma consolidated financial statements for the Borrower and its Restricted Subsidiaries, and projections prepared by management of the Borrower for the first year following the Closing Date, such projections to include, on a monthly basis, an operating and capital budget, which shall be in form reasonably acceptable to Administrative Agent;

(w) Payoff of Existing Indebtedness; Release of Liens. Evidence that all commitments under the Existing Credit Agreement have been or concurrently with the Closing Date are being terminated, and all outstanding amounts thereunder paid in full and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released pursuant to lien releases or other termination documents or assigned to Administrative Agent pursuant to assignment documents, in either case, satisfactory to Administrative Agent;

(x) Title Policy. With respect to surface real Property owned in fee by one or more Loan Parties and located in Loving County, Texas, Pecos County, Texas or Reeves County, Texas, a title commitment for a mortgagee title insurance policy in favor of Administrative Agent with respect thereto (or such portion thereof as Administrative Agent may agree), with coverage of not less than $50,000,000 and otherwise reasonably satisfactory in form and substance to Administrative Agent and to Capital Farm Credit, ACA, with such policy to be issued pursuant to the commitment promptly following closing; and

(y) Additional Documentation. Such additional approvals, opinions, or documents as Administrative Agent or its legal counsel may reasonably request.

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For purposes of determining compliance with the conditions set forth in this Section 4.1, each Lender that has signed this Agreement 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 Closing Date specifying its objection thereto.

Section 4.2  All Extensions of Credit. The obligation of the Lenders (including L/C Issuer) to make any Credit Extension hereunder (including the initial Credit Extension) is subject to the following additional conditions precedent:

(a) Request for Credit Extension. Administrative Agent shall have received in accordance with this Agreement, as the case may be, a Revolving Credit Borrowing Request, Term Loan Borrowing Request, or Letter of Credit Application, as applicable, pursuant to Administrative Agent’s requirements and executed by a Responsible Officer of Borrower;

(b) No Default. No Default shall have occurred and be continuing, or would result from or after giving effect to such Credit Extension;

(c) Representations and Warranties. All of the representations and warranties of Borrower and each other Loan Party contained in Article 5 and in the other Loan Documents shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct in all respects on and as of the date of such Borrowing, and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date of such Borrowing, 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 shall be 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 except that for purposes of this Section 4.2, the representations and warranties contained in Section 5.2 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.1(a) and (b), respectively; and

(d) Availability. With respect to any request for a Credit Extension under the Revolving Credit Commitments, after giving effect to the Credit Extension so requested, the total Revolving Credit Exposure of the Revolving Credit Lenders shall not exceed the aggregate Revolving Credit Commitments of the Revolving Credit Lenders in effect as of the date of such Credit Extension.

Each Credit Extension hereunder shall be deemed to be a representation and warranty by Borrower that the conditions specified in this Section 4.2 have been satisfied on and as of the date of the applicable Credit Extension.

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ARTICLE 5.

REPRESENTATIONS AND WARRANTIES

To induce Administrative Agent, L/C Issuer and the Lenders to enter into this Agreement, and to make Credit Extensions hereunder, Borrower and each other Loan Party represents and warrants to Administrative Agent, L/C Issuer and the Lenders that:

Section 5.1 Entity Existence. Each Loan Party and each Restricted Subsidiary thereof (a) is duly incorporated or organized, as the case may be, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation or organization; (b) has all requisite power and authority to own its assets and carry on its business as now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary. Each Loan Party has the power and authority to execute, deliver, and perform its obligations under this Agreement and the other Loan Documents to which it is or may become a party.

Section 5.2  Financial Statements; Etc. Borrower has delivered the Historical Financial Statements to the Administrative Agent. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basis, the financial condition of Borrower and its Subsidiaries as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither Borrower nor any of its Subsidiaries has any material contingent liabilities, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Effect and no circumstance which could reasonably be expected to have a Material Adverse Effect has occurred since the date of the financial statements referred to in this Section 5.2. All projections delivered by Borrower to Administrative Agent and the Lenders have been prepared in good faith, with care and diligence and using assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent and the Lenders (it being understood that such projections and other information regarding future events are not to be viewed as fact and that actual results or developments during the period or periods covered may differ from the delivered projections and other prospective information and such differences may be material and that such projected financial information is not a guarantee of financial performance). Other than the Debt listed on Schedule 7.1 and Debt otherwise permitted by Section 7.1 or, in the case of Unrestricted Subsidiaries, Section 6.17(g), Borrower and each Subsidiary have no Debt.

Section 5.3  Action; No Breach. The execution, delivery, and performance by each Loan Party of this Agreement and the other Loan Documents to which such Person is or may become a party and compliance with the terms and provisions hereof and thereof have been duly authorized by all requisite action on the part of such Person and do not and will not (a) violate or conflict with, or result in a breach of, or require any consent under (i) the Constituent Documents of such Person (if such Person is not a natural Person), (ii) any applicable Law, rule, or regulation or any order, writ, injunction, or decree of any Governmental Authority or arbitrator, or (iii) any Material Agreement to which such Person is a party or by which it or any of its Properties is bound or subject, or (b) constitute a default under any such Material Agreement, or result in the creation

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or imposition of any Lien upon any of the revenues or assets of such Person, except in respect of clauses (a)(ii), (iii) and (b) above, where any such default, conflict or such Governmental Authority actions, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 5.4  Operation of Business. Each Loan Party and its Restricted Subsidiaries possesses all licenses, permits, consents, authorizations, franchises, patents, copyrights, trademarks, and trade names, or rights thereto, necessary to conduct its respective businesses substantially as now conducted and as presently proposed to be conducted, and neither any Loan Party nor any of its Restricted Subsidiaries is in violation of any valid rights of others with respect to any of the foregoing, other than to the extent any failure to do so or violation could not reasonably be expected to result in a Material Adverse Effect.

Section 5.5  Litigation and Judgments. Except as specifically disclosed in Schedule 5.5 as of the Closing Date, there is no action, suit, investigation, or proceeding before or by any Governmental Authority or arbitrator pending, or to the knowledge of any Loan Party after a reasonable investigation, threatened against or affecting any Loan Party or any of its Restricted Subsidiaries or against any of their Properties that could, if adversely determined, reasonably be expected to (i) result in liabilities of or economic loss to any Loan Party or Restricted Subsidiary of a Loan Party in excess of $5,000,000 or (ii) have a Material Adverse Effect. There are no outstanding judgments against any Loan Party or any of its Restricted Subsidiaries that would constitute an Event of Default under Section 9.1(m) or that could reasonably be expected to result in a Material Adverse Effect. Since the date hereof, there has been no adverse change in the status of any matter set forth on Schedule 5.5 that, taking into account the availability of any appeals, could reasonably be expected to increase materially the likelihood of a Material Adverse Effect resulting therefrom.

Section 5.6 Rights in Properties; Liens.

(a) Each Loan Party and its Restricted Subsidiaries has (i) good, sufficient and legal title (in the case of fee interests in real Property), (ii) valid leasehold interests (in the case of leasehold interests in real or personal Property) and (iii) good title (in the case of all other personal Property), including the Properties reflected in the financial statements described in Section 5.2, in each case, subject to Permitted Liens, and none of the Properties of any Loan Party or any of its Restricted Subsidiaries is subject to any Lien, except Permitted Liens. No Loan Party maintains inventory or equipment (including without limitation grinders and vehicles) with aggregate value per location in excess of $5,000,000 at any third party leased location. All leases that individually or in the aggregate are material to the business or operations of the Borrower and its Restricted Subsidiaries are valid and subsisting and are in full force except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the Closing Date, no Loan Party owns any real property (including any Oil and Gas Property) in any county or parish other than Loving, Pecos and Reeves Counties, Texas and Eddy County, New Mexico. The Mortgages executed and delivered on the Closing Date pursuant to Section 4.1(j) contain accurate and complete legal descriptions of all real property interests owned by any Loan Party.

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(b) No material termination or suspension of any business or any operation of the Loan Parties due to an adverse change in the regulatory enforcement of the Loan Parties’ business which is conducted on its Properties has occurred, except matters in the aggregate which could not reasonably be expected to result in a Material Adverse Effect.

(c) All Rights of Way and Deeds necessary for the conduct of the business of the Loan Parties are valid and subsisting, in full force and effect, and there exists no breach, default or event or circumstance that, with the giving of notice or the passage of time or both, would give rise to a default under any such Rights of Way or Deeds that could reasonably be expected to materially interfere with the ordinary conduct of business of the Loan Parties taken as a whole or materially detract from the value or the use of the property of the Loan Parties. All rental and other payments due under any Rights of Way or Deeds by any Loan Party have been duly paid in accordance with the terms thereof, except to the extent such rental or other payments are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP or where the failure to pay could not reasonably be expect to materially interfere with the ordinary conduct of business of the Loan Parties taken as a whole or materially detract from the value or the use of the property of the Loan Parties.

(d) The rights and real and personal property presently owned, leased or licensed by the Loan Parties, including all Rights of Way and Deeds, include all rights and real and personal properties necessary to permit the Loan Parties to conduct their businesses in all material respects in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar property.

(e) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Loan Parties, is contemplated with respect to all or any of its Material Real Estate.

(f) The Collateral does not include, and no Security Instrument encumbers, any “building” (as defined in the applicable Flood Insurance Regulation) or “manufactured (mobile) home” (as defined in the applicable Flood Insurance Regulation) located on real property owned or leased by any Loan Party.

Section 5.7  Enforceability. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and the other Loan Documents to which any Loan Party is a party, when delivered, shall constitute legal, valid, and binding obligations of such Person, enforceable against such Person in accordance with their respective terms, except as limited by Debtor Relief Laws and general principles of equity.

Section 5.8  Approvals. No authorization, approval, or consent of, and no filing or registration with, any Governmental Authority or third party is or will be necessary for the execution, delivery, or performance by any Loan Party of this Agreement and the other Loan Documents to which such Person is or may become a party or the validity or enforceability thereof other than the recording and filing of the Security Documents and financing statements in connection therewith.

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Section 5.9  Taxes. Each of the Loan Parties and each of their Restricted Subsidiaries has filed on a timely basis all material Tax Returns required to be filed, including all income, franchise, employment, Property, and sales Tax Returns. Each such Tax Return is true, correct and complete in all material respects. Each of the Loan Parties and each of their Restricted Subsidiaries has paid all of its respective material liabilities for Taxes, assessments, governmental charges, and other levies that are due and payable (whether or not shown on any Tax Return), other than Taxes, if any, the payment of which is being contested in good faith and by appropriate proceedings and reserves for the payment of which are being maintained in accordance with GAAP. No Loan Party knows of any pending investigation of any Loan Party or any of their Restricted Subsidiaries by any taxing authority or of any pending but unassessed material Tax liability of any Loan Party or any of its Restricted Subsidiaries. No material claim has ever been made or is expected to be made by any Governmental Authority in a jurisdiction where any Loan Party or its Restricted Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. No Loan Party nor any of their Restricted Subsidiaries has given or been requested to give material waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of a Loan Party or its Restricted Subsidiaries or for which any Loan Party or its Restricted Subsidiaries may be liable. Except as set forth on Schedule 5.9, no Loan Party nor any Restricted Subsidiary thereof is, or has been party to any Tax sharing agreement, Tax allocation agreement, Tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes, in each case other than as required by applicable Law.

Section 5.10  Use of Proceeds; Margin Securities. The proceeds of the Revolving Credit Borrowings shall be used by Borrower for working capital in the ordinary course of business and for other general corporate purposes. The proceeds of the Term Loans will be used by Borrower to refinance the indebtedness under the Existing Credit Agreement, to make the one-time cash distribution contemplated by Section 7.4(g), for working capital in the ordinary course of business and for other general corporate purposes. Neither any Loan Party nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U, or X of the Board of Governors), and no part of the proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock. No part of the proceeds of any Loan will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person, or in any other manner that will result in any violation by any Person (including any Lender, any Arranger or Administrative Agent) of any Anti-Terrorism Laws, Anti- Corruption Laws or any Sanctions.

Section 5.11  ERISA. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of any Loan Party, nothing has occurred which would prevent, or cause the loss of, such qualification. No application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority with respect to any Plan or Multiemployer Plan. There has been no Prohibited Transaction or violation of the fiduciary responsibility rules with respect to any Plan or Multiemployer Plan. No

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ERISA Event has occurred or is reasonably expected to occur. No Plan has any Unfunded Pension Liability. No Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA. No Loan Party or ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA). No Loan Party or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan. No Loan Party or ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. No Loan Party or any of its Restricted Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

Section 5.12  Disclosure. No statement, information, report, representation, or warranty made by Borrower or any other Loan Party in this Agreement, in any other Loan Document or furnished to Administrative Agent or any Lender in connection with this Agreement or any of the transactions contemplated hereby contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not materially misleading. There is no fact known to any Loan Party which could reasonably be expected to have a Material Adverse Effect, or which could in the future reasonably be expected to have a Material Adverse Effect that has not been disclosed in writing to Administrative Agent and each Lender. As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Section 5.13  Subsidiaries. As of the Closing Date, no Loan Party has any Subsidiaries other than those listed on Schedule 5.13 (and, if subsequent to the Closing Date, such additional Subsidiaries as have been formed or acquired in compliance with Section 6.13) and Schedule 5.13 sets forth the jurisdiction of incorporation or organization of each Subsidiary, the percentage of the applicable Loan Party’s ownership interest in such Subsidiary, and an identification of each Subsidiary as a Restricted Subsidiary, an Unrestricted Subsidiary, a Joint Venture and/or an Immaterial Subsidiary. All of the outstanding capital stock or other Equity Interests of each Subsidiary described on Schedule 5.13 have been validly issued, are fully paid, and are nonassessable. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relating to any Equity Interests of any Loan Party or any Restricted Subsidiary or, to the extent any Loan Party would have any liability related thereto, of any Unrestricted Subsidiary (other than as set forth in each such Loan Party’s Constituent Documents as certified to Administrative Agent and the Lenders on the Closing Date (or as they may be amended thereafter in accordance with Section 7.15)).

Section 5.14  Agreements; No Default. Neither any Loan Party nor any of its Restricted Subsidiaries is a party to any indenture, loan, or credit agreement, or to any lease or other agreement or instrument, or subject to any charter or corporate or other organizational restriction, in each case which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither any Loan Party nor any of its Restricted Subsidiaries is in default in any material respect in the performance, observance, or fulfillment of any of the obligations,

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covenants, or conditions contained in (a) any Material Agreement or (b) any judgment, decree or order to which any Loan Party or any Restricted Subsidiary thereof is a party or by which any Loan Party or any Restricted Subsidiary thereof or any of their respective properties may be bound. No Default has occurred and is continuing.

Section 5.15  Compliance with Laws. No Loan Party nor any of their Restricted Subsidiaries is in violation in any material respect of any Law, rule, regulation, order, or decree of any Governmental Authority or arbitrator.

Section 5.16 [Reserved].

Section 5.17  Regulated Entities. No Loan Party nor any of their Restricted Subsidiaries is (a) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940 or (b) subject to regulation under any other federal or state statute, rule or regulation limiting its ability to incur Debt, pledge its assets or perform its obligations under the Loan Documents. No Loan Party is an Affected Financial Institution.

Section 5.18  Environmental Matters. Except where the failure to do so (or, as applicable, the occurrence or existence of such event, condition or circumstances) could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:

(a) Each Loan Party and its Restricted Subsidiaries, and all of their respective Properties, assets, and operations, are in compliance with all Environmental Laws. No Loan Party is aware of, nor has any Loan Party received notice of, any past, present, or future conditions, events, activities, practices, or incidents which may interfere with or prevent the compliance or continued compliance of each Loan Party and its Restricted Subsidiaries with all Environmental Laws;

(b) Each Loan Party and its Restricted Subsidiaries has obtained all permits, licenses, and authorizations that are required under applicable Environmental Laws, and all such permits are in good standing and each Loan Party and its Restricted Subsidiaries are in compliance with all of the terms and conditions of such permits;

(c) No Hazardous Materials exist on, about, or within, or have been used, generated, stored, transported, disposed of on, or Released from, any of the Properties or assets of any Loan Party or any of its Restricted Subsidiaries in violation of, or in a manner or to a location that could give rise to liability of a Loan Party under, any applicable Environmental Laws. The use which each Loan Party and its Restricted Subsidiaries make and intend to make of their respective Properties and assets will not result in the use, generation, storage, transportation, accumulation, disposal, or Release of any Hazardous Material on, in, or from any of their Properties or assets in violation of, or in a manner that could give rise to liability under, any applicable Environmental Laws;

(d) Neither any Loan Party nor any of its Restricted Subsidiaries nor any of their respective currently or previously owned or leased Properties or operations is subject to any outstanding or threatened order from or agreement with any Governmental Authority or other Person or subject to any judicial or docketed administrative proceeding with respect to (i) any failure to comply with Environmental Laws, (ii) any Remedial Action, or (iii) any Environmental Liabilities arising from a Release or threatened Release;

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(e) There are no conditions or circumstances associated with the currently or previously owned or leased Properties or operations of any Loan Party or any of its Restricted Subsidiaries that could reasonably be expected to give rise to any Environmental Liabilities;

(f) Neither any Loan Party nor any of its Restricted Subsidiaries is a treatment, storage, or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., regulations thereunder or any comparable provision of state Law. Each Loan Party and its Restricted Subsidiaries are in compliance with all applicable financial responsibility requirements of all Environmental Laws;

(g) Neither any Loan Party nor any of its Restricted Subsidiaries has filed or failed to file any notice required under applicable Environmental Law reporting a Release; and

(h) No Lien arising under any Environmental Law has attached to any Property or revenues of any Loan Party or any of its Restricted Subsidiaries.

Section 5.19  Intellectual Property. Each Loan Party and each of its Restricted Subsidiaries owns, or is licensed to use, all Intellectual Property necessary to conduct its business as currently conducted, and the use thereof does not infringe in any material respect upon the rights of any other Person.

Section 5.20 Anti-Corruption Laws; Sanctions; Etc.

(a) No Loan Party or Subsidiary of any Loan Party or, to the knowledge of any Loan Party, any director, officer, employee, agent, or any controlled or controlling Affiliate of a Loan Party or any of its Subsidiaries is an individual or entity (“person”) that is, or is owned 50 percent or more, individually or in the aggregate, directly or indirectly or controlled by any person that: (i) is a Sanctioned Person or is currently the subject or target of any Sanctions, or (ii) is located, organized or resident, or has assets, in a Sanctioned Country.

(b) The Loan Parties, their Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Loan Parties, agents, are in compliance with all applicable Sanctions and with the FCPA and any other applicable Anti-Corruption Law. Borrower and its Subsidiaries have instituted and maintain policies and procedures as the Loan Parties reasonably deem appropriate in light of their business and international activities (if any) designed to ensure continued compliance with applicable Sanctions, the FCPA and any other applicable Anti-Corruption Laws.

Section 5.21  PATRIOT Act. The Loan Parties, each of their Subsidiaries, and each of their Affiliates are in compliance with (a) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B Chapter V, as amended), and all other enabling legislation or executive order relating thereto, (b) the PATRIOT Act, and (c) all other federal or state Laws relating to “know your customer” (collectively, the “Anti-Terrorism Laws”).

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Section 5.22  Insurance. The Properties of each Loan Party and their Restricted Subsidiaries are insured in respect of general casualty and general liability insurance with financially sound and reputable insurance companies not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried in conformity with prudent industry practice by companies engaged in similar businesses and owning similar Properties in localities where such Loan Party or the applicable Restricted Subsidiary operates.

Section 5.23  Solvency. After giving effect to the Transactions and each Credit Extension made hereunder, the Loan Parties are Solvent on a consolidated basis and have not entered into any transaction with the intent to hinder, delay or defraud a creditor.

Section 5.24  Security Documents. Subject to Section 6.15, the provisions of the Security Documents are effective to create in favor of Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties party thereto in the Collateral. Except for filings completed prior to the Closing Date and as contemplated hereby and by the Security Documents, no filing or other action will be necessary to perfect such Liens in Collateral.

Section 5.25  Businesses. Borrower is presently engaged directly or through its Restricted Subsidiaries in the business of land and resource management.

Section 5.26  Labor Matters. Except where the occurrence of any such event could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes, work stoppages or other labor controversies pending, or to the knowledge of any Loan Party, threatened against any Loan Party or any of its Restricted Subsidiaries, (b) the hours worked by and payments made to employees of the Loan Parties and their Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters and (c) all payments due from any Loan Party or any Restricted Subsidiary, or for which any claim may be made against any Loan Party or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Loan Party or such Restricted Subsidiary.

Section 5.27  Material Agreements. Schedule 5.27 sets forth a complete and correct list of all Material Agreements of each Loan Party and each Restricted Subsidiary thereof in effect as of the Closing Date. No Loan Party nor any Restricted Subsidiary thereof (nor, to its knowledge, any other party thereto) is in breach of or in default under any Material Agreement in any material respect.

Section 5.28  Affiliate Transactions. Except as set forth on Schedule 5.28, as of the Closing Date, there are no existing agreements between any Loan Party and any of the officers, members, managers, directors, stockholders, parents, holders of other Equity Interests, employees or Affiliates of any Loan Party, other than Constituent Documents of the Loan Parties as certified to the Administrative Agent, employment agreements, indemnity and expense reimbursement arrangements, and other similar standard and customary internal matters.

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Section 5.29 Qualified ECP Guarantor. Each Loan Party is a Qualified ECP Guarantor, after giving effect to Section 11.29.

ARTICLE 6.

AFFIRMATIVE COVENANTS

Each Loan Party covenants and agrees that until the Obligations have been Paid in Full and no Lender has any Commitment hereunder:

Section 6.1 Reporting Requirements. Borrower will furnish, or cause to be furnished, to Administrative Agent (with copies for each Lender upon Administrative Agent’s request):

(a) Annual Financial Statements. As soon as available, and in any event within one hundred twenty (120) days after the last day of each fiscal year of Borrower, beginning with the fiscal year ending December 31, 2023, a copy of the annual audit report of Borrower and its Restricted Subsidiaries for such fiscal year then ended containing, on a consolidated basis, balance sheets and statements of income, retained earnings, and cash flow as of the end of such fiscal year and for the 12-month period then ended, in each case setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and audited and certified by Deloitte or other independent certified public accountants of recognized standing reasonably acceptable to Administrative Agent, to the effect that such report has been prepared in accordance with GAAP and without a “going concern” or like qualification, exception or explanation and without any qualification or exception as to the scope of such audit. The financial statements under this clause (a) and under clause (b) below shall either exclude the financial condition and results of Unrestricted Subsidiaries, or shall include such detail as is reasonably necessary to distinguish the financial condition and results of Borrower and its Restricted Subsidiaries, on the one hand, from that of all Unrestricted Subsidiaries, on the other hand;

(b) Quarterly Financial Statements. As soon as available, and in any event within forty-five (45) days after the last day of each of the first three fiscal quarters of each fiscal year of Borrower, beginning with the fiscal quarter ending June 30, 2023, a copy of an unaudited financial report of Borrower and its Restricted Subsidiaries as of the end of such fiscal quarter and for the portion of the fiscal year then ended, containing, on a consolidated basis, balance sheets and statements of income, retained earnings, and cash flow, in each case setting forth in comparative form the figures for the corresponding period of the preceding fiscal year, all in reasonable detail certified by a Responsible Officer of Borrower to have been prepared in accordance with GAAP and to fairly and accurately present in all material respects (subject to year-end audit adjustments) the financial condition and results of operations of Borrower and its Restricted Subsidiaries, on a consolidated and consolidating basis, as of the dates and for the periods indicated therein;

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(c) Compliance Certificate. No later than five (5) Business Days following delivery of each of the financial statements referred to in Sections 6.1(a) and 6.1(b), a Compliance Certificate (i) stating that to the best of the knowledge of the Responsible Officer executing same, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action which is proposed to be taken with respect thereto, (ii) showing in reasonable detail the calculations demonstrating compliance with the covenants set forth in Article 8 (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements most recently delivered pursuant to Section 6.1(a) above and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) specifying any change in the identity of the Subsidiaries as of the end of such fiscal year or fiscal quarter from the Subsidiaries identified to the Lenders on the Closing Date or as of the most recent fiscal year or fiscal quarter, as the case may be (and specifying each such Subsidiary as a Restricted Subsidiary, Unrestricted Subsidiary, Loan Party or Immaterial Subsidiary), (v) solely in the case of the annual Compliance Certificate, (A) stating whether any material amendment or modification to any Material Agreement has been entered into since the date of the Closing Date or last-delivered annual Compliance Certificate (or whether any Material Agreement has terminated or expired or any new Material Agreement has been entered into as of such date) and providing any such material amendments or modifications or new Material Agreements (if any) to the Administrative Agent and (B) either certification that no Loan Party’s insurance coverage has changed in any material respect from that previously delivered to Administrative Agent, or a description of any such change together with certificates evidencing the updated policy or policies, (vi) attaching copies of any management letters or written reports submitted to Borrower or any of its Restricted Subsidiaries by independent certified public accountants with respect to the business, condition (financial or otherwise), operations, prospects, or Properties of Borrower or any of its Restricted Subsidiaries in such fiscal quarter, (vii) setting forth details of (A) all actions, suits, and proceedings before any Governmental Authority or arbitrator affecting any Loan Party or any of its Restricted Subsidiaries which, if determined adversely to such Loan Party or such Restricted Subsidiary, could reasonably be expected to (x) result in liabilities of such Loan Party or such Restricted Subsidiary in excess of $5,000,000 or (y) have a Material Adverse Effect, or (B) any adverse change in the status of any actions, suits, and proceedings before any Governmental Authority or arbitrator that, taking into account the availability of any appeals, could reasonably be expected to increase materially the likelihood of a Material Adverse Effect resulting therefrom, to the extent arising in such fiscal quarter, (viii) describing any new or terminated Affiliate Material Agreement entered into or terminated in such fiscal quarter and (ix) attaching copies of any amendment, restatement, supplement or other modification to any of the Constituent Documents of any Loan Party or any of its Restricted Subsidiaries in such fiscal quarter. For any financial statements delivered electronically by a Responsible Officer in satisfaction of the reporting requirements set forth in clause (a) or (b) preceding that are not accompanied by the required Compliance Certificate, that Responsible Officer shall nevertheless be deemed to have certified the factual matters described in this clause (c) with respect to such financial statements; however, such deemed certification shall not excuse or be construed as a waiver of Borrower’s obligation to deliver the required Compliance Certificate;

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(d) Projections. As soon as practicable and in any event not later than 45 days following the end of each fiscal year, projections for the Borrower and its Restricted Subsidiaries for the following fiscal year that include, on a monthly basis, an operating and capital budget;

(e)  [Reserved];

(f)  [Reserved];

(g) Notice of Default. As soon as possible and in any event within five (5) days after the occurrence of any Default, a written notice setting forth the details of such Default and the action that the applicable Loan Party has taken and proposes to take with respect thereto;

(h) ERISA Reports. Promptly after the filing or receipt thereof, copies of all reports, including annual reports, and notices which any Loan Party or ERISA Affiliate files with or receives from the PBGC, the IRS, or the U.S. Department of Labor under ERISA; as soon as possible and in any event within five (5) days after any Loan Party or any ERISA Affiliate knows or has reason to know that any ERISA Event or Prohibited Transaction has occurred with respect to any Plan or Multiemployer Plan, a certificate of the chief financial officer of the applicable Loan Party setting forth the details as to such ERISA Event or Prohibited Transaction and the action that the applicable Loan Party proposes to take with respect thereto; annually, a copy of the notice described in Section 101(f) of ERISA that any Loan Party or ERISA Affiliate files or receives with respect to a Plan or Multiemployer Plan;

(i) Reports to Other Creditors. Promptly after the furnishing thereof, copies of any statement or report furnished to any other party pursuant to the terms of any indenture, loan, or credit or similar agreement and not otherwise required to be furnished to Administrative Agent pursuant to any other clause of this Section 6.1;

(j) Updates to Security Document Schedules. Concurrently with the delivery of the Compliance Certificate delivered in connection with the financial statements pursuant to Sections 6.1(a) and (b), updates to all Schedules to the Security Documents to the extent that information contained in such Schedules has become inaccurate or incomplete since delivery thereof and such Schedules are required to be updated from time to time pursuant to the terms of the applicable Security Document;

(k) Insurance. Within thirty (30) days after each request reasonably made by Administrative Agent, certificates of insurance from the insurance companies insuring Borrower or the other Loan Parties, describing the insurance coverage required hereunder;

(l) Notice of Material Adverse Effect and Change in Beneficial Owners. As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of (i) any event or circumstance that could reasonably be expected to have a Material Adverse Effect and (ii) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification;

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(m)  [Reserved];

(n) Notice of Casualty Events. Prompt written notice, and in any event within three (3) Business Days, of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event, in each case with respect to Property of any Loan Party which could reasonably be expected to have a Material Adverse Effect;

(o) Environmental Matters. Prompt written notice, and in any event within three (3) Business Days, of any action, investigation or inquiry by any Governmental Authority threatened in writing or any demand or lawsuit threatened in writing by any Person against Borrower or its Restricted Subsidiaries or their Properties, in each case, in connection with any Environmental Laws if Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate) in excess of $2,000,000, not fully covered by insurance, subject to normal deductibles, or otherwise result in a Material Adverse Effect;

(p) Notice of Certain Changes. Promptly, but in any event within five (5) Business Days of the effectiveness thereof, notice of any material change in the nature business conducted by any Loan Party or any of its Restricted Subsidiaries;

(q) Proxy Statements etc. As soon as available, one (1) copy of each financial statement, report, notice or proxy statement sent by Borrower or any of its Restricted Subsidiaries to its stockholders generally and one (1) copy of each regular, periodic or special report, registration statement, or prospectus filed by Borrower or any of its Restricted Subsidiaries with any securities exchange or the SEC;

(r) SEC Investigations. Promptly after receipt thereof by Borrower or any of its Subsidiaries, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of Borrower or any of its Subsidiaries;

(s) Mandatory Prepayment Events. Promptly, and in any event within fifteen (15) Business Days after the occurrence of such event, a report describing in reasonable detail the (A) occurrence of any disposition of Property or assets for which Borrower is required to make a mandatory prepayment pursuant to Section 2.8(d)(i) and, if applicable, whether the Borrower intends to exercise the reinvestment right set forth therein, (B) occurrence of the issuance by any Loan Party of any of its stock or other Equity Interests for which Borrower is required to make a mandatory prepayment pursuant to Section 2.8(d)(ii), (C) occurrence of the incurrence or issuance by any Loan Party of any Debt for which Borrower is required to make a mandatory prepayment pursuant to Section 2.8(d)(iii), (D) receipt of any Extraordinary Receipt for which Borrower is required to make a mandatory prepayment pursuant to Section 2.8(d)(iv) and, if applicable, whether the Borrower intends to exercise the reinvestment right set forth therein, in each case together with the amount of the corresponding mandatory prepayment required to be made pursuant to Section 2.8(d)(i), (ii), (iii) or (iv), as applicable;

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(t) Certificate Regarding Free Cash Flow. Not less than two (2) Business Days (or such shorter time as Administrative Agent may agree in its sole discretion) prior to the making of any Restricted Payment made pursuant to Section 7.4(e), a Free Cash Flow Usage Certificate prepared in connection therewith; and

(u) General Information. Promptly, such other information concerning any Loan Party or any of its Subsidiaries as Administrative Agent, or any Lender through Administrative Agent, may from time to time request, including, without limitation, any certification or other evidence Administrative Agent requests in order for it to (i) comply with any applicable federal or state Laws or regulations (including, but not limited to, information about the ownership and management of Borrower or any other Loan Party), (ii) confirm compliance by Borrower or any other Loan Party with all Anti-Terrorism Laws, and (iii) confirm that neither Borrower nor any other Loan Party (nor any Person owning any interest of any nature whatsoever in Borrower or any other Loan Party) is a Sanctioned Person.

All representations and warranties set forth in the Loan Documents with respect to any financial information concerning any Loan Party shall apply to all financial information delivered to Administrative Agent by such Loan Party or any Person purporting to be a Responsible Officer of such Loan Party or other representative of such Loan Party regardless of the method of such transmission to Administrative Agent or whether or not signed by such Loan Party or such Responsible Officer or other representative, as applicable.

Section 6.2  Maintenance of Existence; Conduct of Business. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, preserve and maintain its existence and all of its leases, privileges, licenses, permits, franchises, qualifications, and rights that are necessary or desirable in the ordinary conduct of its business, except to the extent a failure to so preserve and maintain could not reasonably be expected to have a Material Adverse Effect. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, conduct its business in an orderly and efficient manner in accordance with good business practices.

Section 6.3  Maintenance of Properties. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, maintain, keep, and preserve all of its Properties (tangible and intangible) necessary or useful in the proper conduct of its business in good working order and condition, except to the extent a failure to so preserve and maintain could not reasonably be expected to have a Material Adverse Effect.

Section 6.4  Taxes and Claims. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, pay or discharge at or before maturity or before becoming delinquent (a) all Taxes, levies, assessments, and governmental charges imposed on it or its income or profits or any of its Property, and (b) all lawful claims for labor, material, and supplies, which, if unpaid, might become a Lien upon any of its Property; provided, however, that neither any Loan Party nor any of its Restricted Subsidiaries shall be required to pay or discharge any Tax, levy, assessment, governmental charge or claim which is being contested in good faith by appropriate proceedings diligently pursued, and for which adequate reserves in accordance with GAAP have been established, or to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect or result in a Lien upon any Property of a Loan Party in violation of Section 7.2.

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Section 6.5  Insurance. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, maintain insurance with financially sound and reputable insurance companies (i) for workers’ compensation and in respect of general casualty and third party liability, with financially sound and reputable insurance companies not Affiliates of any Loan Party and (ii) all other customarily insured risks, with financially sound and reputable insurance companies not Affiliates of any Loan Party (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Loan Parties and their Restricted Subsidiaries under this clause (ii) (but, in any event, excluding general casualty or general liability insurance)), and covering such risks as is customarily maintained in conformity with prudent industry practice by companies engaged in similar businesses and owning similar Properties in the same general areas in which the Loan Parties and their Restricted Subsidiaries operate. Each insurance policy covering Collateral shall name Administrative Agent as lender’s loss payable and each insurance policy covering liabilities shall name Administrative Agent as additional insured, and the Loan Parties will use their commercially reasonable efforts to cause such insurance policy to provide that such policy will not be cancelled without thirty (30) days’ prior written notice to Administrative Agent.

Section 6.6 Inspection Rights; Lender Meetings.

(a) At any reasonable time and from time to time, upon reasonable notice of not less than three Business Days (or such shorter period, if any, as the relevant Loan Party and the Administrative Agent may mutually agree), each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit representatives and independent contractors of Administrative Agent (a) to examine, inspect, review, evaluate and make physical verifications and appraisals of the inventory and other Collateral in any manner and through any medium that Administrative Agent considers advisable, (b) to visit and inspect its Properties, (c) to examine its corporate, financial and operating books and records, and make copies thereof or abstracts therefrom and (d) to discuss its affairs, business, operations, financial condition and accounts with its directors, officers, employees, and independent certified public accountants, all at the sole cost and expense of Borrower and at such reasonable times during normal business hours and as often as may be reasonably requested; provided that, other than with respect to such visits and inspections following the occurrence of an Event of Default that is continuing, Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year; provided, further, that only when an Event of Default exists Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing under this Section at the sole cost and expense of Borrower and at any time during normal business hours and without advance notice.

(b) Borrower will, upon the request of the Administrative Agent or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders not more frequently than once during each fiscal year to be held at Borrower’s corporate offices (or at such other location as may be agreed to by Borrower and Administrative Agent or, if agreed to by Administrative Agent in its reasonable discretion, via a conference call or other teleconference) at such time as may be agreed to by Borrower and the Administrative Agent.

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Section 6.7  Keeping Books and Records. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, maintain proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated financial statements of the Borrower and its Restricted Subsidiaries in conformity with GAAP.

Section 6.8  Compliance with Laws. Each Loan Party shall, and shall cause each of its Subsidiaries to, (a) comply in all respects with all Anti-Terrorism Laws, Anti-Corruption Laws and applicable Sanctions and (b) comply in all material respects with all other applicable Laws (including, without limitation, all Environmental Laws) and decrees of any Governmental Authority or arbitrator.

Section 6.9  Compliance with Agreements. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, comply in all material respects with (a) all Material Agreements and (b) all other agreements, contracts, and instruments binding on it or affecting its Properties or business.

Section 6.10  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 Agreement and the other Loan Documents and to create, preserve, and perfect the Liens of Administrative Agent in the Collateral.

Section 6.11  ERISA. Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all minimum funding requirements, and all other material requirements, of ERISA and the Code, if applicable, so as not to give rise to any liability in excess of $900,000 (individually or in the aggregate) thereunder.

Section 6.12 Account Control Agreements.

(a) Not later than sixty (60) days after the Closing Date (or such later date as agreed to by the Administrative Agent in its sole discretion) and at all times thereafter, each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, (i) use the financial institution serving as Administrative Agent as its principal depository bank, including for the maintenance of business, cash management, operating and administrative Deposit Accounts, (ii) maintain all of its Deposit Accounts (other than Excluded Accounts) with financial institutions that are Lenders or serving as the Administrative Agent and (iii) cause all Commodity Accounts, Deposit Accounts and Securities Accounts held by the Loan Parties as of the Closing Date to be subject to an Account Control Agreement in favor of Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent, which provides that Administrative Agent shall have springing “control” (within the meaning of Section 8.106 or Section 9.104 of the UCC, as applicable) of such account.

(b) Each Loan Party shall, with respect to each Deposit Account, Securities Account and Commodity Account and that such Loan Party at any time opens, maintains or

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acquires after the Closing Date, within thirty (30) days of the opening or acquisition of such Deposit Account, Securities Account or Commodity Account, enter into an Account Control Agreement that is effective for the Administrative Agent to obtain springing “control” (within the meaning of Chapter 8 or Chapter 9 of the UCC, as applicable) and otherwise in form and substance reasonably satisfactory to the Administrative Agent, and pursuant to which the depository bank that maintains such Deposit Account, securities intermediary that maintains such Securities Account, or commodities intermediary that maintains such Commodity Account, as applicable, agrees to comply at any relevant time with instructions from the Administrative Agent to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to such Deposit Account, Securities Account or Commodity Account, without further consent of such Loan Party.

(c) At any time after the occurrence and during the continuance of an Event of Default, at the request of the Required Lenders, the Borrower will, and will cause each Restricted Subsidiary to, cause all payments constituting proceeds of accounts or other Collateral to be directed into lockbox accounts under agreements in form and substance satisfactory to the Administrative Agent.

Section 6.13 Additional Guarantors; Collateral Matters.

(a) Borrower shall notify Administrative Agent promptly (but in any event within ten (10) Business Days following (or such longer period as the Administrative Agent may agree in writing)) the time that any Person becomes a Restricted Subsidiary of a Loan Party (whether by formation, acquisition, merger or otherwise but, in any event, excluding any Immaterial Subsidiary) or that any Immaterial Subsidiary ceases to be an Immaterial Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days, or such longer period as the Administrative Agent may agree in writing) (a) execute and deliver or cause to be executed and delivered to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a perfected Lien on all Equity Interests held by any Loan Party in such Subsidiary, and (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to Administrative Agent a Guaranty or a Guarantor Joinder Agreement, (ii) execute and deliver all Security Documents requested by Administrative Agent pledging to Administrative Agent for the benefit of the Secured Parties all of its Property constituting Collateral (subject to such exceptions as Administrative Agent may permit in its sole discretion) and take all actions required by Administrative Agent to grant to Administrative Agent for the benefit of Secured Parties a perfected first priority security interest in such Property, subject to Permitted Liens, including the execution and delivery of Account Control Agreements to the extent required pursuant to Section 6.12 and the filing of UCC financing statements in such jurisdictions as may be requested by Administrative Agent, (iii) within sixty (60) days of such Person becoming a Restricted Subsidiary or ceasing to constitute an Immaterial Subsidiary (or such longer period as the Administrative Agent may agree in writing), if requested by Administrative Agent with respect to real Property owned in fee simple by such Subsidiary: (A) execute, acknowledge and deliver to Administrative Agent a Mortgage and (B) such Owned Real Estate Support Documents, if any, with respect to such real Property requested by the Administrative Agent; provided that no Mortgages shall encumber any Excluded Assets; and (iv) deliver to Administrative Agent such other documents and instruments as Administrative Agent may reasonably require, including appropriate favorable opinions of counsel to such Person in form, content and scope reasonably satisfactory to Administrative Agent.

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(b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (a) in no event shall any Loan Party be required to grant a Lien on or take any perfection action with respect to any Excluded Assets, and the “Collateral” shall be deemed to exclude Excluded Assets for all purposes, (b) unless an Event of Default has occurred that is continuing, no Loan Party shall be required to take any perfection action (other than the delivery of “all asset” UCC financing statements) with respect to any Limited Perfection Collateral and (c) the representations, warranties and covenants made by any Loan Party in this Agreement or in any other Loan Document with respect to the creation, perfection or priority (as applicable) of the security interest and Lien granted under the Loan Documents shall be deemed to not apply to Excluded Assets, and shall be qualified with respect to perfection by this Section 6.13(b) with respect to Limited Perfection Collateral. For avoidance of doubt, the characterization of any asset as an Excluded Asset, and the limitations set forth herein and in the Security Documents with respect to Excluded Assets, are not intended to, nor shall they be construed as, negating any right or remedy that the Administrative Agent or any Secured Party may have with respect thereto that arises outside of the Loan Documents, whether such right or remedy arises under applicable Law, separate written agreement with any Loan Party relating to such asset (e.g., deposit account agreements) or otherwise.

Section 6.14  Sanctions; Anti-Corruption Laws. The Loan Parties will maintain in effect policies and procedures as the Loan Parties reasonably deem appropriate in light of their business and international activities (if any) designed to promote compliance by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other applicable Anti-Corruption Laws.

Section 6.15 Post-Closing Covenants.

(a) Account Control Agreements. Not later than sixty (60) days following the date of this Agreement, Borrower shall cause to be executed and delivered to Administrative Agent Account Control Agreements to the extent required by Section 6.12(a).

(b) Insurance Certificates. Not later than sixty (60) days following the date of this Agreement, Borrower shall cause to be delivered to the Administrative Agent, copies of insurance certificates describing all insurance policies required by Section 6.5, together with evidence of endorsements providing that Administrative Agent is lender’s loss payable with respect to each insurance policy covering Collateral and additional insured with respect to each insurance policy covering liabilities.

(c) Mortgage. Not later than sixty (60) days following the date of this Agreement, Borrower shall cause to be executed and delivered to the Administrative Agent, Mortgages in regard to fee simple real Property owned by the Loan Parties and located in Eddy County, New Mexico.

(d) Legal Opinions. Not later than sixty (60) days following the date of this Agreement, Borrower shall cause to be delivered to the Administrative Agent, a favorable opinion

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of Hinkle Shanor LLP, local counsel to the Borrower, addressed to Administrative Agent, the Lenders and L/C Issuer, in form and substance satisfactory to Administrative Agent, with respect to as to such matters as Administrative Agent may reasonably request.

Section 6.16  Real Property. In the event that any Loan Party acquires any Material Real Estate (other than any Excluded Assets), such Loan Party shall promptly thereafter (and in any event within sixty (60) days following such acquisition (or such longer period acceptable to Administrative Agent in its sole discretion)) execute, acknowledge and deliver to Administrative Agent a Mortgage and deliver such Owned Real Estate Support Documents as Administrative Agent may request with respect to such Material Real Estate.

Section 6.17 Unrestricted Subsidiaries.

(a) Unless designated in writing to the Administrative Agent by the Borrower in accordance with clause (b) below, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries after the date hereof (whether by formation, acquisition or merger) shall be classified as a Restricted Subsidiary. On the date hereof, all Subsidiaries of the Borrower are Restricted Subsidiaries.

(b) The Borrower may designate by prior written notice thereof to the Administrative Agent, any Restricted Subsidiary (including a newly formed or newly acquired Subsidiary) as an Unrestricted Subsidiary provided that (i) both before, and immediately after, giving effect to such designation, (A) no Default or Event of Default exists or would result from such designation, (B) the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Article 8 and (C) the representations and warranties of the Borrower and its Restricted Subsidiaries contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of such date as if made on and as of the date of such designation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects (except that any representation that is qualified by materiality shall be true and correct in all respects) as of such date); (ii) such Subsidiary is not a “restricted subsidiary” for purposes of any indenture or other agreement governing Debt of the Borrower or a Restricted Subsidiary; (iii) such designation shall be deemed to be an investment in an amount equal to the fair market value of the Borrower’s direct and indirect ownership interest in such Subsidiary and such designation shall be permitted only to the extent such Investment is permitted under Section 7.5 on the date of such designation; (iv) after giving effect to such designation, such Subsidiary is in compliance with the requirements of this Section 6.17 and (v) the Administrative Agent shall have received a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the satisfaction of the conditions and matters set forth in clauses (i)-(iv) above. Except as provided in this Section 6.17, no Subsidiary may be designated (and no Restricted Subsidiary may be redesignated) as an Unrestricted Subsidiary.

(c) The Borrower may designate by prior written notice thereof to the Administrative Agent any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (i) both before, and immediately after, giving effect to such designation, (A) no Default or Event of Default exists or would result from such designation, (B) the Borrower shall be in compliance,

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on a pro forma basis, with the covenants set forth in Article 8 and (C) the representations and warranties of the Borrower and its Restricted Subsidiaries contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of such date as if made on and as of the date of such designation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects (except that any representation that is qualified by materiality shall be true and correct in all respects) as of such date); (ii) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any investment, Debt or Liens of such Subsidiary existing at such time, and the Borrower shall be in compliance with Article 7 after giving effect to such designation; (iii) immediately after giving effect to such designation, the Borrower and such Subsidiary shall be in compliance with the requirements of Section 6.13 and this Section 6.17 and (iv) the Administrative Agent shall have received a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the satisfaction of the conditions and matters set forth in clauses (i)-(iii) above.

(d) The Borrower will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other hand, to be conducted in such a manner (including by keeping separate books of account and furnishing separate financial statements of the Unrestricted Subsidiaries to creditors and potential creditors thereof) so that each Unrestricted Subsidiary will be treated as a corporate entity separate and distinct from the Borrower and any Restricted Subsidiary.

(e) Except to the extent otherwise permitted by this Agreement, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, incur, assume or suffer to exist any guarantee by the Borrower or such Restricted Subsidiary of, or be or become liable for any Debt of any Unrestricted Subsidiary.

(f) The Borrower will not permit any Unrestricted Subsidiary to hold any Equity Interests or any Debt of the Borrower or any Restricted Subsidiary.

(g) No Unrestricted Subsidiary shall have any Debt other than (i) Non-Recourse Debt that is not limited in amount but for which the only obligors in respect thereof are Unrestricted Subsidiaries that were formed and are consistently operated as bankruptcy-remote entities, and (ii) other Non-Recourse Debt not to exceed, in the aggregate for all Unrestricted Subsidiaries at any one time, $5,000,000.

(h) If, at any time, any Unrestricted Subsidiary would fail to meet the requirements for an Unrestricted Subsidiary set forth in Section 6.17(d), (e), (f) or (g), it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement (and, for the avoidance of doubt, any investment, Debt and Liens of such Subsidiary existing at such time shall be deemed to be incurred by such Subsidiary as of such time and, if such investments, Debt and Liens are not permitted to be incurred as of such time under Article 7, an Event of Default shall occur).

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ARTICLE 7.

NEGATIVE COVENANTS

Each Loan Party covenants and agrees that until the Obligations have been Paid in Full and no Lender has any Commitment hereunder:

Section 7.1 Debt. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, incur, create, assume, or permit to exist any Debt, except:

(a)  the Obligations (other than Hedge Obligations);

(b)  existing Debt described on Schedule 7.1;

(c) (i) Debt of any Loan Party incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that such Debt is incurred prior to or within 270 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Debt that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof, (ii) Purchase Money Debt, (iii) Finance Lease Obligations and (iv) any Permitted Refinancing of any of the foregoing; provided that the aggregate principal amount of any Debt incurred pursuant to this clause (c) does not exceed the greater of $5,000,000 and 2.50% of Consolidated Net Tangible Assets at any time outstanding;

(d) trade or accounts payable incurred in the ordinary course of business and not more than 90 days past due, other than Debt for borrowed money;

(e) Hedge Obligations existing or arising under Hedging Agreements permitted by Section 7.17;

(f) Debt associated with performance bonds, warranty bonds, bid bonds, appeal bonds, surety bonds, reclamation bonds, labor bonds and completion or performance guarantees and similar obligations, in each case required by Governmental Authorities or otherwise provided in the ordinary course of business, and not for borrowed money, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

(g)  unsecured intercompany Debt owed by any Loan Party to another Loan Party;

(h)  Debt subordinated to the Obligations, provided that such subordination terms shall be satisfactory to the Administrative Agent in its sole discretion;

(i) Guarantees by any Loan Party of Debt of any other Loan Party not otherwise prohibited pursuant to this Section 7.1;

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(j) Guarantees by any Loan Party of Debt of any Subsidiary that is not a Restricted Subsidiary or any Joint Venture, to the extent the aggregate potential amount of obligation or liability under such Guarantees, when added to the amount of any other investments in Restricted Subsidiaries and Joint Ventures under Section 7.5(e) below, does not exceed the maximum amount of permitted investments under such Section 7.5(e);

(k) endorsements of negotiable instruments for collection in the ordinary course of business;

(l) Debt owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits to any Loan Party, pursuant to reimbursement or indemnification obligations to such Person; provided that upon the incurrence of Debt with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than 60 days following such incurrence;

(m) Debt owed to any Person providing property, casualty or liability insurance to any Loan Party pursuant to reimbursement or indemnification obligations to such Person in respect of the same, in the ordinary course of business or consistent with past practice or industry practice;

(n) Debt arising from agreements of any Loan Party providing for indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets permitted hereunder;

(o) Debt consisting of insurance premium financing arrangements for insurance policies required hereunder or otherwise maintained by any Loan Party in the ordinary course of business in an aggregate principal amount not to exceed the amount of such insurance premiums;

(p) Debt (other than Debt for borrowed money) (i) in respect of guarantees of obligations to the Loan Parties’ suppliers, customers and licensees in the ordinary course of business and (ii) consisting of obligations owing by any Loan Party under any customer or supplier incentive, supply, license or similar agreements entered into in the ordinary course of business;

(q) cash management obligations and other Debt in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts; and

(r) other Debt not to exceed the greater of $5,000,000 and 2.50% of Consolidated Net Tangible Assets in the aggregate at any time outstanding; provided that such Debt is (i) unsecured or (ii) secured only by Liens permitted under Section 7.2(t).

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Section 7.2  Limitation on Liens. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, incur, create, assume, or permit to exist any Lien upon any of its Property, assets, or revenues, whether now owned or hereafter acquired, except:

(a) Liens in favor of Administrative Agent for the benefit of the Secured Parties;

(b)  existing Liens disclosed on Schedule 7.2;

(c) encumbrances consisting of easements, Rights of Way, zoning restrictions, or other similar encumbrances or restrictions on the use of real Property that do not (individually or in the aggregate) materially detract from the value of the assets encumbered thereby or materially impair the ability of any Loan Party or its Restricted Subsidiaries to use or operate such assets in their respective businesses, and none of which is violated in any material respect by existing or proposed structures or land use or operation;

(d) Liens of mechanics, materialmen, warehousemen, carriers, or other similar statutory Liens securing obligations incurred in the ordinary course of business that are not yet due or which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves in accordance with GAAP have been established and for which either (i) such contest operates to suspend the enforcement of any foreclosure or levy on any Property of any Loan Party or any of its Restricted Subsidiaries or (ii) no action to enforce any of such Liens has been commenced;

(e) Liens resulting from good faith deposits to secure payments of workmen’s compensation or other social security programs (other than Liens imposed by ERISA) or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, contracts (other than for payment of Debt), or leases made in the ordinary course of business;

(f) Liens securing judgments or orders for the payment of money not constituting an Event of Default or securing appeal or other surety bonds related to such judgments;

(g) leases, licenses, subleases, or sublicenses granted to others in the ordinary course of business which do not (A) interfere in any material respect with the business of the Loan Parties, taken as a whole or (B) secure any Debt for borrowed money;

(h) Liens in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions;

(i) any interest or title of a lessor, sublessor, licensor, or sublicensor under leases, subleases, licenses, or sublicenses entered into by any Loan Party in the ordinary course of business, and any precautionary Uniform Commercial Code financing statements filed in respect of such interest or title in the affected asset(s);

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(j) Liens solely on any cash earnest money deposits made by any Loan Party in connection with any letter of intent or purchase agreement;

(k) zoning, building, entitlement, and other land use regulations by Governmental Authorities with which the normal operation of the business materially complies, and any non-contractual zoning, order, decree, restriction, condition, permit, or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that do not materially interfere with the ordinary conduct of the business of Borrower and its Subsidiaries nor materially adverse impact the value or use of real Property pledged as Collateral, taken as a whole;

(l) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; provided that, such Liens are subject to any loss payee interests in favor of the Administrative Agent;

(m) Liens on specific Property to secure Purchase Money Debt used to acquire such Property and Liens securing Finance Lease Obligations with respect to specific leased Property, in each case to the extent permitted in Section 7.1(c);

(n) extensions, renewals, or replacements of any Lien referred to in clauses (b) through (k) of this Section, provided that the principal amount of the Debt secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby;

(o) Liens on the assets or Equity Interests of any Unrestricted Subsidiary or Joint Venture;

(p) Liens arising after the Closing Date (x) existing on any asset of any Person that becomes a Restricted Subsidiary of the Borrower after the Closing Date at the time such Person becomes a Restricted Subsidiary, (y) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any of its Restricted Subsidiaries in a transaction otherwise permitted by this Agreement, or (z) existing on any asset prior to the acquisition thereof by the Borrower or any of its Restricted Subsidiaries; provided that (i) any such Lien was not created in the contemplation of any of the foregoing and (ii) any such Lien secures only those obligations which it secures on the date that such Person becomes a Restricted Subsidiary or the date of such merger or the date of such acquisition;

(q) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Restricted Subsidiaries to secure the performance of the Borrower’s or such Restricted Subsidiary’s obligations under the terms of the lease for such premises;

(r) Liens for Taxes, assessments, or other governmental charges which are not delinquent or which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves in accordance with GAAP have been established and for which such contest operates to suspend the enforcement of any foreclosure or levy on any Property of any Loan Party or any of its Restricted Subsidiaries;

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(s) pledges, deposits or Liens to secure the performance of bids, trade contracts, governmental contracts, and leases (in each case other than Debt for borrowed money), statutory or regulatory obligations, surety, stay, customs and appeal bonds, performance bonds, and other obligations of a like nature incurred in the ordinary course of business; and

(t) other Liens on Property that is not Collateral securing Debt or other obligations not to exceed the greater of $5,000,000 and 2.50% of Consolidated Net Tangible Assets in the aggregate at any time outstanding;

provided, that no intention to subordinate the Liens granted to secure the Obligations is hereby implied or expressed or is to be inferred by the permitted existence of any of the foregoing Permitted Liens.

Section 7.3  Mergers, Etc. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, become a party to a merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets of any Person or any shares or other evidence of beneficial ownership of any Person, or wind-up, dissolve, divide or liquidate, except that:

(a) any Restricted Subsidiary may merge or consolidate with Borrower so long as Borrower is the surviving entity;

(b) any Restricted Subsidiary may merge or consolidate with another Restricted Subsidiary so long as if a Restricted Subsidiary that is a Guarantor is involved in such merger or consolidation, such Guarantor is the surviving entity;

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary that is both a Wholly-Owned Subsidiary and a Restricted Subsidiary; provided that if the transferor in such transaction is a Loan Party, then the transferee must be a Loan Party; and

(d) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition permitted pursuant to Section 7.5(e)); provided that in the case of any merger involving a Wholly-Owned Subsidiary, (i) a Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Loan Parties shall comply with Section 6.13 in connection therewith.

Section 7.4  Restricted Payments. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:

(a) Borrower may make Restricted Payments with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Equity Interests);

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(b) Restricted Subsidiaries may declare and pay dividends and other Restricted Payments to Borrower and any other Restricted Subsidiary of Borrower that is a Loan Party;

(c) so long as no Default or Event of Default exists or would result therefrom, Borrower may make Permitted Tax Distributions;

(d) so long as no Default or Event of Default exists or would result therefrom, DBR REIT may make cash distributions not otherwise permitted under this Section 7.4 in an aggregate amount not to exceed $100,000 per calendar year;

(e) if no Qualified IPO is consummated prior to the date that is one (1) year following the Closing Date, then commencing on such one-year anniversary and continuing until the closing of a Qualified IPO, Borrower may, in accordance with its Constituent Documents, make Restricted Payments in cash, so long as at the time of and immediately after giving effect to any such Restricted Payment, (i) no Default or Event of Default exists or would result therefrom, (ii) the Leverage Ratio for the most recently ended Test Period for which financial statements are available (in each case calculated on a pro forma basis after giving effect to (A) such Restricted Payment and any Borrowings made in connection therewith, and (B) Material Acquisitions consummated since the end of such Test Period, but in this clause (B), only to the extent Administrative Agent has received pro forma financial statements reasonably acceptable to it demonstrating the impact of any such Material Acquisitions) is less than 2.50 to 1.00, (iii) on a pro forma basis after giving effect to any such payment, Liquidity shall be at least $25,000,000, (iv) after giving pro forma effect to such payment, the Distributable Free Cash Flow Amount shall be greater than or equal to $0, and (v) the Borrower shall have delivered a Free Cash Flow Usage Certificate executed by a Responsible Officer to the Administrative Agent not less than two (2) Business Days (or such shorter time as the Administrative Agent may agree in its sole discretion) prior to the making of such Restricted Payment;

(f) from and after the closing of a Qualified IPO, Borrower may, in accordance with its Constituent Documents, make Restricted Payments in cash, so long as at the time of and immediately after giving effect to any such Restricted Payment, (i) no Default or Event of Default exists or would result therefrom, (ii) the Leverage Ratio for the most recently ended Test Period for which financial statements are available (in each case calculated on a pro forma basis after giving effect to (A) such Restricted Payment and any Borrowings made in connection therewith, and (B) Material Acquisitions consummated since the end of such Test Period, but in this clause (B), only to the extent Administrative Agent has received pro forma financial statements reasonably acceptable to it demonstrating the impact of any such Material Acquisitions) is less than 3.25 to 1.00, (iii) on a pro forma basis after giving effect to any such payment, Liquidity shall be at least $10,000,000;

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(g) Restricted Payments made with the proceeds of a cash common equity contribution to the Borrower or the issuance by the Borrower of Equity Interests (other than Disqualified Equity Interests) after the prior satisfaction of any mandatory prepayments required to be made with such proceeds under Section 2.8(d)(ii), provided that (i) such newly issued Equity Interests are pledged pursuant to the Pledge Agreement, (ii) such Restricted Payments are made within 30 days of Borrower’s receipt of the proceeds from such contribution or issuance of Equity Interests and (iii) no proceeds of Equity Interests constituting Cure Amounts shall be permitted to be utilized for any such Restricted Payments; and

(h) on (or within one Business Day of) the Closing Date, Borrower may, in accordance with its Constituent Documents, make a one-time cash distribution to the holders of its Equity Interests in an amount not to exceed (i) $125,000,000 minus (ii) the total amount necessary to fully extinguish all Debt under the Existing Credit Agreement (net of the cash balance in the Funds Held Account (as defined in the Existing Credit Agreement)) and obtain full releases of Liens in respect thereof.

By its making of any payment in reliance on clauses (c) through (h) preceding, the relevant Loan Party shall be deemed to have represented to Administrative Agent and the Lenders that all conditions set forth above with respect to such payment have been satisfied.

Section 7.5  Loans and Investments. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make, hold or maintain, any advance, loan, extension of credit, or capital contribution to or investment in, Guarantee any obligations of, or purchase any stock, bonds, notes, debentures, or other securities of, any Person, or consummate any Acquisition (each, an “Investment”), except:

(a) existing Investments described on Schedule 7.5 (including investments constituting the ownership in Restricted Subsidiaries existing on the Closing Date);

(b)  Permitted Investments;

(c) Investments between or among the Loan Parties; provided that in the case of non-cash Investments, to the extent any related change in ownership would impact the continuous perfection of the Administrative Agent’s lien or security interest thereon, the relevant Loan Parties shall have provided prior written notice to the Administrative Agent and taken such actions as may be reasonably requested by the Administrative Agent to ensure there is no loss of lien or security interest coverage nor priority thereof as a result of such investments;

(d) accounts receivable and extensions of trade credit arising in the ordinary course of business and consistent with past practice not more than 90 days past due, and any Equity Interests received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e) Investments in Immaterial Subsidiaries, Unrestricted Subsidiaries and Joint Ventures; provided that (i) no Event of Default shall have occurred that is continuing or

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would immediately result therefrom and (ii) the aggregate amount of Investments pursuant to this clause (e) shall not exceed $5,000,000 in the aggregate at any time outstanding (net of any return to a Loan Party in respect of any such Investments to the extent actually received in cash and consisting of profits, dividends, distributions or return on principal and measured at the time made without giving effect to subsequent changes in value); provided, further, that any Investment in an Immaterial Subsidiary, Unrestricted Subsidiary or Joint Venture made during the term of this Agreement pursuant to this clause (e) (including in connection with the conversion of a Restricted Subsidiary to an Unrestricted Subsidiary pursuant to Section 6.17) shall be deemed to be outstanding at any time of determination under this clause (e) notwithstanding a sale, transfer or other disposition of all or a portion of the Equity Interests or property of such Immaterial Subsidiary, Unrestricted Subsidiary or Joint Venture except to the extent, and solely to the extent, (x) such sale, transfer or other disposition is made for fair market value and (y) the proceeds of such sale, transfer or other disposition are received by the Borrower or another Loan Party;

(f) advances to employees for the payment of expenses in the ordinary course of business;

(g)  Investments consisting of Hedge Agreements permitted under Section 7.16;

(h)  Investments constituting Permitted Acquisitions;

(i) to the extent constituting Investments not otherwise permitted under this Section 7.5, (i) the purchase or acquisition by Loan Parties of direct ownership interests in Rights of Way, equipment and other assets or property (but for the avoidance of doubt, not Equity Interests) in the ordinary course of business, and (ii) mutual interest agreements or other similar arrangements, in each case, in the ordinary course of business of the Borrower or any Restricted Subsidiary;

(j) Investments arising out of the receipt by the Borrower or any of its Restricted Subsidiaries of noncash consideration for the sale of assets permitted under Section 7.8;

(k) Investments received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business;

(l) Investments (other than Acquisitions) in Restricted Subsidiaries that are, or substantially contemporaneously with the making of such Investment will become, Guarantors;

(m) Investments of a Restricted Subsidiary of the Borrower acquired after the Closing Date (to the extent such acquisition was permitted) or of a corporation merged or amalgamated or consolidated into the Borrower or merged or amalgamated into or consolidated with a Restricted Subsidiary of the Borrower after the Closing Date (to the extent such merger, amalgamation or consolidation was permitted) to the extent that such investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

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(n) Investments (other than loans made in cash) made in the ordinary course of business (i) constituting deposits, prepayments or other credits or credit support to third-party customers, vendors, suppliers or other providers of goods or services or (ii) in the form of advances or other credit support made to third-party customers, distributors, vendors, suppliers, licensors, licensees or other providers of goods or services, in each case connection with such third parties’ acquisition or provision of such goods or services from or to the Loan Parties;

(o)  Guarantees permitted by Section 7.1;

(p)  Investments that are made with Excluded Contribution Assets within thirty (30) days after the date such assets were designated as such; and

(q)  other Investments which in the aggregate do not exceed the greater of $5,000,000 and 2.50% of Consolidated Net Tangible Assets at any time outstanding.

Notwithstanding the foregoing, no Investment (other than an Investment pursuant to clauses (e) or (o) above) may be made in an Unrestricted Subsidiary, an Immaterial Subsidiary or a Joint Venture.

Section 7.6  Limitation on Issuance of Equity. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, issue, sell, assign, or otherwise Dispose of (a) (i) any Equity Interests in the Borrower or DBRI, (ii) any securities exchangeable for or convertible into or carrying any rights to acquire any Equity Interests in the Borrower or DBRI, or (iii) any option, warrant, or other right to acquire any Equity Interests in the Borrower or DBRI, to the extent that any such action under this clause (a) would (A) cause or result in a Change in Control or (B) reduce the relative economic interest or voting power with respect to an entity from that pledged as Collateral to the Administrative Agent on the Closing Date (or if later, the first date on which the relevant Equity Interests are pledged to the Administrative Agent), or (b) any Disqualified Equity Interests; provided that, substantially contemporaneously with any permitted issuance or Disposition of Equity Interests by any Loan Party, the Borrower shall satisfy any mandatory prepayment obligation resulting therefrom in accordance with Section 2.8(d)(i) or (ii), as applicable.

Section 7.7  Transactions With Affiliates. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction, including, without limitation, the purchase, sale, or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate of any Loan Party or such Restricted Subsidiary (including, for avoidance of doubt, any Unrestricted Subsidiary), except:

(a) transactions entered into in the ordinary course of and pursuant to the reasonable requirements of such Loan Party’s or such Restricted Subsidiary’s business, pursuant to a transaction which is otherwise permitted under this Agreement, and upon fair and reasonable terms no less favorable to such Loan Party or such Restricted Subsidiary than would be obtained in a comparable arm’s-length transaction (or, if there is no

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comparable arm’s length transaction, then on terms that are reasonably determined by the board of directors (or other governing body) of such Loan Party to be fair and reasonable) with a Person not an Affiliate of a Loan Party or such Restricted Subsidiary;

(b)  transactions solely among Loan Parties;

(c) investments consisting of capital contributions to Immaterial Subsidiaries, Unrestricted Subsidiaries and Joint Ventures to the extent permitted by Section 7.5;

(d)  transactions in accordance with the terms of the agreements described on Schedule 5.28, as they may be amended in accordance with Section 7.15;

(e)  the issuance or incurrence of intercompany Debt permitted under Section 7.1(g);

(f)  Restricted Payments permitted by Section 7.4;

(g) transactions reasonably attributable or related to the ownership or operations of the Loan Parties, including its general corporate operating and overhead costs and expenses incurred in the ordinary course of business and administrative or operational services;

(h)  investments permitted under Sections 7.5(e), (l) and (o); and

(i) standard and customary indemnities provided to or on behalf of, future, current or former directors, officers, employees, consultants, managers or members of the Borrower or, solely to the extent relating to the business or operations of the Borrower or any of its Subsidiaries or their respective assets, of any direct or indirect parent entity of the Borrower.

Section 7.8 Disposition of Assets. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly make any Disposition, except:

(a)  Dispositions of inventory in the ordinary course of business;

(b) Dispositions, for fair value, of worn-out or obsolete equipment or other assets not necessary or otherwise useful to the conduct of the Loan Parties’ business;

(c) Dispositions from any Loan Party or any of its Restricted Subsidiaries to Borrower or any other Loan Party;

(d) Dispositions of Permitted Investments, cash and Cash Equivalents in connection with any transaction not prohibited under this Agreement;

(e) the write-off, discount, sale or other Disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;

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(f) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of the Loan Parties and their Restricted Subsidiaries;

(g) the abandonment or Disposition of intellectual property rights that are no longer used or useful in the business of the Loan Parties and their Restricted Subsidiaries;

(h) to the extent constituting Dispositions, Permitted Liens permitted under Section 7.2, Restricted Payments permitted under Section 7.4 or investments permitted under Section 7.5;

(i)  the disposition, termination or unwinding of any Hedge Agreement;

(j) (i) termination of leases in the ordinary course of business and (ii) the expiration of any option agreement in respect of real or personal property;

(k) Dispositions of (i) DBR Solar and/or Pecos Renewables solely to the extent that Investments made into such entities following the Closing Date do not exceed $2,500,000 in the aggregate, and (ii) Unrestricted Subsidiaries, Immaterial Subsidiaries or Joint Ventures; and

(l)  Dispositions not otherwise permitted under this Section 7.8; provided that:

(i) no Default shall have occurred and be continuing or would result therefrom, both before and after giving effect thereto;

(ii) 100% of the consideration received in respect to any such Disposition shall be cash; provided that any Debt of a Loan Party that is assumed, incurred or guaranteed by the purchaser in connection with assets to be Disposed and as to which the relevant Loan Party shall be wholly released from or indemnified with respect to any remaining obligation shall be considered cash;

(iii) the consideration received shall be equal to or greater than the fair market value thereof (as reasonably determined by a Responsible Officer of Borrower and if requested by Administrative Agent, Borrower shall deliver a certificate of a Responsible Officer of Borrower certifying to that effect); and

(iv) the aggregate fair market value (as reasonably determined by Borrower in good faith) of all Property Disposed of pursuant to this clause (j) in any twelve-month period shall not exceed the greater of $5,000,000 and 10% of EBITDA for the most recently ended Test Period;

provided that in the case of any Disposition permitted under clause (i) or (l) of this Section 7.8, Borrower shall make the mandatory prepayment of Term Loans to the extent required pursuant to Section 2.8(d).

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Section 7.9  Sale and Leaseback. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any arrangement with any Person pursuant to which it leases from such Person real or personal Property that has been or is to be sold or transferred, directly or indirectly, by it to such Person.

Section 7.10  Nature of Business. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, engage in any business other than land and resource management or businesses reasonably related thereto. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, make any material change in its credit collection policies if such change would materially impair the collectability of any Account, nor will it rescind, cancel or modify any Account except in the ordinary course of business.

Section 7.11  Environmental Protection. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly (a) use (or permit any tenant to use) any of their respective Properties or assets for the handling, processing, storage, transportation, or disposal of any Hazardous Material in violation of, or in a manner or to a location that could give rise to liability under, any applicable Environmental Laws, (b) generate any Hazardous Material in violation of any applicable Environmental Laws, (c) conduct any activity that is likely to cause a Release or threatened Release of any Hazardous Material in violation of any applicable Environmental Laws, or (d) otherwise conduct any activity or use any of their respective Properties or assets in any manner that is likely to violate any Environmental Law or create any Environmental Liabilities for which any Loan Party or any of its Restricted Subsidiaries would be responsible, in each case, to the extent any of the foregoing could reasonably be expected to have a Material Adverse Effect.

Section 7.12  Accounting. No Loan Party shall, nor shall it permit any of its Subsidiaries to, change its fiscal year or make any change (a) in accounting treatment or reporting practices, except as required by GAAP and disclosed to Administrative Agent and Lenders, or (b) in Tax reporting treatment, except as required by Law and disclosed to Administrative Agent and Lenders.

Section 7.13  Burdensome Agreements. Each Loan Party shall not, and shall not permit any of its Restricted Subsidiaries or any other Loan Party to, enter into or permit to exist any arrangement or agreement, other than pursuant to this Agreement or any other Loan Document, which (a) directly or indirectly prohibits Borrower, any of its Restricted Subsidiaries or any other Loan Party from creating or incurring a Lien in favor of the Administrative Agent or the Secured Parties in respect of the Obligations on any of its Property, revenues, or assets, whether now owned or hereafter acquired, (b) directly or indirectly prohibits any of its Restricted Subsidiaries or any other Loan Party to make any payments, directly or indirectly, to any other Loan Party by way of dividends, distributions, advances, repayments of loans, repayments of expenses, accruals, or otherwise or (c) in any way would be contravened by such Person’s performance of its obligations hereunder or under the other Loan Documents; provided that the foregoing shall not apply to (i) restrictions or conditions imposed by non-variable provision of applicable Law or by this Agreement or any other Loan Document, (ii) restrictions or conditions imposed by any agreement relating to secured Debt permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing or financed by such Debt, and such assets are not Collateral, (iii) customary provisions in leases or other written agreements entered into the ordinary course of business or in connection with investments permitted under Section 7.5(e) or (m) restricting the

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assignment, subletting or other Disposition thereof (so long as the provisions are consistent with past practice, not agreed to by a Loan Party for the purposes of excluding such written agreement from the Liens or security interests granted under any Security Document, and do not prevent the pledge of any payment rights of the relevant Loan Party to the Administrative Agent), and (iv) restrictions or conditions that arise in connection with cash deposits permitted under Sections 7.1 and 7.2 and limited to such cash deposit.

Section 7.14 Subsidiaries. Neither Borrower nor any other Loan Party shall, directly or indirectly, form or acquire any Subsidiary unless (a) such Subsidiary is a Wholly-Owned Domestic Subsidiary and (b) Borrower or such other Loan Party complies with the requirements of Section 6.13 with respect to such Subsidiary and its Equity Interests.

Section 7.15 Amendments of Certain Documents. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, amend, restate, supplement or otherwise modify any of the terms or provisions of, or waive any of its rights under, (a) their respective Constituent Documents, or (b) any Material Agreement, in each case, in a manner materially adverse to the interest of the Lenders, without the prior written consent of Administrative Agent.

Section 7.16 Hedge Agreements. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any Hedge Agreement, except (a) Hedge Agreements entered into in the ordinary course of business to hedge or mitigate risks (including any commodity price risk) to which such Loan Party or any Restricted Subsidiary thereof has actual exposure in the conduct of its business and not for speculative purposes, and (b) other Hedge Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any Debt of such Loan Party or any of its Restricted Subsidiaries limited to the principal amount of such Debt.

Section 7.17 Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws. No Loan Party will, directly or indirectly, use the proceeds of the Loans or Letters of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of the FCPA or any other applicable Anti-Corruption Law, or (b) (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans or Letters of Credit, whether as Administrative Agent, Arranger, Lender, underwriter, advisor, investor, or otherwise).

Section 7.18 Prepayment of Debt. During the continuation of an Event of Default, no Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make any optional or voluntary payment, prepayment, repurchase or redemption of any Debt for borrowed money, except the Obligations under the Loan Documents, provided that any optional or voluntary payment, prepayment, repurchase or redemption of any subordinated Debt permitted to be incurred pursuant to Section 7.1(h) shall be permitted to made if and to the extent expressly provided in the related subordination agreement between the Administrative Agent and the subordinated creditor(s).

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ARTICLE 8.

FINANCIAL COVENANTS

Borrower covenants and agrees that until the Obligations have been Paid in Full and no Lender has any Commitment hereunder:

Section 8.1 Leverage Ratio. Borrower shall not permit the Leverage Ratio as of the last day of any fiscal quarter of Borrower commencing with the quarter ending June 30, 2023 to be greater than (i) 3.50 to 1.00, for any Test Period ending prior to the consummation of a Qualified IPO, or (ii) 4.00 to 1.00, for any Test Period ending on or after the date a Qualified IPO is consummated; provided, that if Borrower consummates one or more Qualified Acquisitions, then the applicable maximum permitted ratio for the fiscal quarter in which such Qualified Acquisition closes and the immediately following two fiscal quarters shall be increased by 0.50 (but in no event in excess of 0.50 in total, regardless of the total number of Permitted Acquisitions consummated during any relevant period) (any such increase for a two-quarter period being a “Leverage Step-Up”), subject to the limitations that (a) the Borrower shall not be permitted to utilize the Leverage Step-Up mechanism in two consecutive quarters (such second quarter, the “Back to Back Quarter”) unless the Borrower shall be in pro forma compliance with the base level Leverage Ratio (i.e., calculated without any Leverage Step-Up) prior to the commencement date of such Back to Back Quarter (and after giving effect to the consummation of the Qualified Acquisition), and (b) no more than three (3) Leverage Step-Ups shall be permitted in total over the term of this Agreement.

Section 8.2 Interest Coverage Ratio. As of the last day of any fiscal quarter of Borrower ending on or after the date a Qualified IPO is consummated, Borrower shall not permit the ratio of (a) EBITDA for the Test Period ending on such last day, to (b) Cash Interest Expense for the same Test Period, in each case for Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP, to be less than 2.75 to 1.00. For avoidance of doubt, no Interest Coverage Ratio test shall apply prior to the consummation of a Qualified IPO.

Section 8.3 Debt Service Coverage Ratio. As of the last day of any fiscal quarter of Borrower commencing with the quarter ending June 30, 2023, but prior to the date (if any) on which a Qualified IPO is consummated, Borrower shall not permit the ratio of (a) EBITDA for the Test Period ending on such last day, to (b) Debt Service for the same Test Period, in each case for Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP, to be less than 1.25 to 1.00. For avoidance of doubt, no Debt Service Coverage Ratio test shall apply following the consummation of a Qualified IPO.

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ARTICLE 9.

DEFAULT

Section 9.1 Events of Default. Each of the following shall be deemed an “Event of Default”:

(a) Borrower shall fail to pay the Obligations under the Loan Documents or any part thereof shall not be paid when due or declared due and, other than with respect to payments of principal, such failure shall continue unremedied for three (3) days after such payment became due;

(b) Any Loan Party shall breach any provision of Sections 6.1(g), 6.2 (solely with respect to the Loan Parties’ legal existence), 6.6(a), 6.13, 6.15 or Article 7 or Article 8 of this Agreement;

(c) Any representation or warranty made or deemed made by or on behalf of any Loan Party in any Loan Document or in any certificate, report, notice, or financial statement furnished at any time in connection with this Agreement or any other Loan Document shall be false, misleading, or erroneous in any material respect (without duplication of any materiality qualifier contained therein) when made or deemed to have been made;

(d) Any Loan Party or any Restricted Subsidiary of any Loan Party shall fail to perform, observe, or comply with any covenant, agreement, or term contained in this Agreement or any other Loan Document (other than as covered by Sections 9.1(a) and (b)), and such failure continues for more than thirty (30) days following the earlier of (x) notice of such failure from Administrative Agent to Borrower and (y) the date a Responsible Officer of Borrower first knows of such failure;

(e) Any Loan Party or any Restricted Subsidiary of any Loan Party shall commence a voluntary proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or a substantial part of its Property or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it or shall make a general assignment for the benefit of creditors or shall generally fail to pay its debts as they become due or shall take any corporate action to authorize any of the foregoing;

(f) An involuntary proceeding shall be commenced against any Loan Party or any Restricted Subsidiary of any Loan Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or a substantial part of its Property, and such involuntary proceeding shall remain undismissed and unstayed for a period of sixty (60) days;

(g) Any Loan Party or any Restricted Subsidiary of any Loan Party shall fail to pay when due any principal of or interest on any Material Debt (other than the Obligations under the Loan Documents), or the maturity of any such Material Debt shall have been accelerated, or any such Material Debt shall have been required to be prepaid, repurchased, defeased or redeemed prior to the stated maturity thereof or any cash collateral in respect thereof to be demanded, or any event shall have occurred that permits (or, with the giving

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of notice or lapse of time or both, after any applicable cure periods, would permit) any holder or holders of such Material Debt or any Person acting on behalf of such holder or holders to accelerate the maturity thereof or require any such prepayment, repurchase, defeasance or redemption or any cash collateral in respect thereof to be demanded;

(h) There shall occur an Early Termination Date (as defined in a Hedge Agreement) under any Hedge Agreement to which any Loan Party or Restricted Subsidiary of a Loan Party is a party resulting from (1) any event of default under such Hedge Agreement to which any Loan Party or any Restricted Subsidiary of any Loan Party is the Defaulting Party (as defined in such Hedge Agreement), or (2) any Termination Event (as so defined) under such Hedge Agreement as to which any Loan Party or any Restricted Subsidiary of any Loan Party is an Affected Party (as so defined) and, in either event, the Hedge Termination Value, if any, owed by any Loan Party or any Restricted Subsidiary of any Loan Party as a result thereof exceeds $2,500,000;

(i) This Agreement or any other Loan Document shall cease to be in full force and effect or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by any Loan Party or any Restricted Subsidiary of any Loan Party or any of their respective equity holders, or Borrower or any other Loan Party shall deny that it has any further liability or obligation under any of the Loan Documents, or any Lien created by the Loan Documents shall for any reason cease to be a valid, first priority perfected Lien (subject to Permitted Liens that have priority over the Liens in favor of the Administrative Agent under applicable Law or that are expressly permitted to have priority over such Liens pursuant to the terms of the Loan Documents) upon any of the Collateral purported to be covered thereby;

(j) Any of the following events shall occur or exist with respect to any Loan Party or any ERISA Affiliate: (i) any ERISA Event occurs with respect to a Plan or Multiemployer Plan, or (ii) any Prohibited Transaction involving any Plan or Multiemployer Plan; and in each case above, such event or condition, together with all other events or conditions, if any, have subjected or could in the reasonable opinion of Administrative Agent subject any Loan Party or any ERISA Affiliate to any Tax, penalty, or other liability to a Plan, a Multiemployer Plan, the PBGC, the IRS, the U. S. Department of Labor, or otherwise (or any combination thereof) which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect;

(k) A Change in Control shall occur;

(l) Any Loan Party or any Restricted Subsidiary of any Loan Party, or any material portion of their Properties, revenues, or assets, shall become subject to an order of forfeiture, seizure, or divestiture (whether under RICO or otherwise) and the same shall not have been discharged within thirty (30) days from the date of entry thereof;

(m) Any Loan Party or any Restricted Subsidiary of any Loan Party shall fail to discharge within a period of sixty (60) days after the commencement thereof any attachment, sequestration, or similar proceeding or proceedings involving an aggregate amount in excess of $5,000,000 against any of its assets or Properties; or

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(n) A final judgment or judgments for the payment of money in excess of $5,000,000 in the aggregate shall be rendered by a court or courts against any Loan Party or any Restricted Subsidiary of any Loan Party and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within thirty (30) days from the date of entry thereof and such Loan Party or such Restricted Subsidiary of such Loan Party shall not, within such period of thirty (30) days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.

Section 9.2 Remedies Upon Default. If any Event of Default shall occur and is continuing, then Administrative Agent may, with the consent of the Required Lenders, or shall, at the direction of the Required Lenders, without notice do any or all of the following: (a) terminate the Commitments of the Lenders (except for funding obligations of outstanding Letters of Credit), (b) terminate the obligations of L/C Issuer to make L/C Credit Extensions, (c) require that Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto), and/or (d) declare the Obligations (other than the Obligations arising out of Bank Product Agreements) or any part thereof to be immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower and each other Loan Party; provided, however, that upon the occurrence of an Event of Default under Section 9.1(e) or (f), the Commitments of the Lenders shall automatically terminate (except for funding obligations of outstanding Letters of Credit), the obligations of L/C Issuer to make L/C Credit Extensions shall automatically terminate, the obligation of Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, and the Obligations (other than the Obligations arising out of Bank Product Agreements) shall become immediately due and payable, in each case without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower and each other Loan Party. In addition to the foregoing, if any Event of Default shall occur and is continuing, Administrative Agent may, with the consent of the Required Lenders, or shall, at the direction of the Required Lenders, exercise all rights and remedies available to it, Lenders and L/C Issuer in law or in equity, under the Loan Documents, or otherwise.

Section 9.3 Application of Funds. After, or in connection with, the exercise of remedies provided for in Section 9.2 (or if an Event of Default exists and the written notice thereof, if any, to Borrower from Administrative Agent expressly provides that this Section 9.3 shall thereafter apply to any amounts received on account of the Obligations or after the Loans have automatically become immediately due and payable), any amounts received on account of the Obligations shall be applied by Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent) payable to Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, and Letter of Credit Fees) payable to Lenders and

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L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and L/C Issuer) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among Lenders and L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings and constituting unpaid Bank Product Obligations, ratably among Lenders and Bank Product Providers in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to Administrative Agent for the account of L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by Borrower pursuant to Sections 2.2 and 2.6;

Sixth, to payment of that remaining portion of the Obligations, ratably among the Lenders and Bank Product Providers in proportion to the respective amounts described in this clause Sixth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Borrower or as otherwise required by Law.

Notwithstanding anything to the contrary herein or in any other Loan Document, no amount received from any Loan Party shall be applied to any Excluded Swap Obligation of such Loan Party, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve allocation to Obligations otherwise set forth in this Section.

Further notwithstanding, Bank Product Obligations shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with supporting documentation as Administrative Agent may request from the applicable Bank Product Provider, provided that no such notice shall be required for any Bank Product Agreement for which Administrative Agent or any Affiliate of Administrative Agent is the applicable Bank Product Provider. Each Bank Product Provider that is not a party to this Agreement that has given notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of Article 10 hereof for itself and its Affiliates as if a “Lender” party hereto.

Section 9.4 Right to Cure. Notwithstanding anything to the contrary contained in Sections 9.1 or 9.2, in the event that Borrower fails to comply with the requirements of the Financial Covenants as of the last day of any fiscal quarter of Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter are required to be delivered pursuant to Section 6.1(b) (“Cure Period”), Borrower or any other Person that is a direct or indirect parent of Borrower shall have the right to issue common Equity Interests for cash or otherwise receive cash contributions to the capital of Borrower as cash common Equity Interests

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(collectively, the “Cure Right”), and upon the receipt by Borrower of the Net Cash Proceeds of such issuance that are not otherwise applied (the “Cure Amount”), pursuant to the exercise by Borrower of such Cure Right such Financial Covenants shall be recalculated giving effect to the following pro forma adjustment:

(a) EBITDA (after giving effect to any annualization thereof) shall be increased with respect to such applicable fiscal quarter and any Test Period that contains such fiscal quarter, solely for the purpose of measuring the Financial Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;

(b) if, after giving effect to the foregoing pro forma adjustment, Borrower shall then be in compliance with the requirements of the Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenants that had occurred shall be deemed cured for the purposes of this Agreement;

(c) notwithstanding anything herein to the contrary, (i) in each four (4) consecutive fiscal quarter period of Borrower there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may not be exercised in consecutive fiscal quarters, (iii) during the term of this Agreement, the Cure Right shall not be exercised more than four (4) times, (iv) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenants, and any amounts in excess thereof shall not be deemed to be a Cure Amount (except that not more than one (1) time during the term of this Agreement, the Cure Amount may be made in an amount up to 120% of the amount required for purposes of complying with the Financial Covenants), (v) there shall be no pro forma reduction in Debt with the proceeds of any Cure Amount and (vi) if increasing EBITDA, the Cure Amount shall be included in the calculation only after calculating EBITDA on an annualized basis without giving effect to such increase (i.e., the Cure Amount shall not be annualized). Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining the satisfaction of any Default or Event of Default condition, any financial ratio-based conditions or tests, pricing or any available basket under Article 7 of this Agreement; and

(d) to the extent that the proceeds of the Cure Amount are used to repay Debt, such Debt shall not be deemed to have been repaid for purposes of calculating any Financial Covenant for the Test Period ending on (and including) the last day of the fiscal reporting period for which Borrower is requesting to cure a Financial Covenant Event of Default.

Unless (A) the Borrower or any other Loan Party has stated in writing that it does not intend to exercise the Cure Right or (B) the Event of Default is precluded from being cured pursuant to this Section 9.4 because of clause (c) above, neither the Administrative Agent nor any Lender shall exercise any remedy under the Loan Documents (including application of the Default Interest Rate) on the basis of an Event of Default caused solely by the failure of the Loan Parties to comply with Article 8 until the end of the Cure Period. During any Cure Period (unless and until the Event of Default is cured pursuant to this Section 9.4), the Borrower shall not request, and the Lenders

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shall not be required to make and the L/C Issuer shall not be required to issue, renew or extend, as applicable, (i) any Loans or any Letters of Credit or (ii) any conversions from Base Rate Loans into Term SOFR Loans or continuations of Term SOFR Loans (which shall automatically convert into Base Rate Loans at the end of the applicable Interest Period).

Section 9.5 Performance by Administrative Agent. If any Loan Party shall fail to perform any covenant or agreement contained in any of the Loan Documents, then Administrative Agent may (but shall have no obligation to) perform or attempt to perform such covenant or agreement on behalf of such Loan Party. In such event, Borrower shall, at the request of Administrative Agent, promptly pay to Administrative Agent any amount expended by Administrative Agent in connection with such performance or attempted performance, together with interest thereon at the Default Interest Rate from and including the date of such expenditure to but excluding the date such expenditure is paid in full. Notwithstanding the foregoing, it is expressly agreed that Administrative Agent shall not have any liability or responsibility for the performance of any covenant, agreement, or other obligation of Borrower or any other Loan Party under this Agreement or any other Loan Document.

ARTICLE 10.

AGENCY

Section 10.1 Appointment and Authority.

(a) Each Lender (in its capacity as a Lender and in its capacity as a Bank Product Provider or a potential Bank Product Provider), including each person that becomes a Lender hereunder after the Closing Date, and L/C Issuer hereby irrevocably appoints Texas Capital Bank to act on its behalf as Administrative Agent hereunder and under the other Loan Documents and irrevocably authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article 10 are solely for the benefit of Administrative Agent, Lenders, and L/C Issuer, and neither Borrower nor any other Loan Party shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b) Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including, for itself and its Affiliates, in their capacities as potential Bank Product Providers) and L/C Issuer hereby irrevocably appoints and authorizes Administrative Agent to act as the agent of such Lender and L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Administrative Agent,

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as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of Administrative Agent, shall be entitled to the benefits of all provisions of this Article 10 and Article 11 (including Section 11.1(b), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

(c) Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the guarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions of this Article 10.

Section 10.2 Rights as a Lender. The Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, Borrower or any other Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not Administrative Agent hereunder and without any duty to account therefor to Lenders or to provide notice to or obtain the consent of the Lenders with respect thereto.

Section 10.3 Exculpatory Provisions.

(a) Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, Administrative Agent:

(i) shall not be subject to any agency, trust, fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of Lenders as shall be expressly provided for herein or in the other Loan Documents) or is required to exercise as directed in writing by any other party to any intercreditor agreement, as applicable; provided that Administrative Agent shall not be required to take any action that, in its opinion or upon the advice of its counsel, may expose Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law;

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(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any other Loan Party or any of their respective Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity;

(iv) shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document unless it shall first be indemnified to its satisfaction by Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action; and

(v) does not warrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “Term SOFR”, “Adjusted Term SOFR” or with respect to any Benchmark Replacement or other rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate.

(b) Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.2 and 10.9), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. SUCH LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER THE LIABILITY ARISES FROM THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF ADMINISTRATIVE AGENT. Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to Administrative Agent in writing by Borrower or any other Loan Party, a Lender, or L/C Issuer.

(c) Neither Administrative Agent nor any Related Party thereof shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Administrative Agent.

Section 10.4 Reliance by Administrative Agent. Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have

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been signed, sent or otherwise authenticated by the proper Person, including any certificate delivered by a Loan Party pursuant to Section 10.9(a). Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Credit Extension, that by its terms must be fulfilled to the satisfaction of a Lender or L/C Issuer, Administrative Agent may presume that such condition is satisfactory to such Lender or L/C Issuer unless Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. Administrative Agent may consult with legal counsel (who may be counsel for Borrower or any other Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 10.5 Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by Administrative Agent. Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article 10 shall apply to any such sub agent and to the Related Parties of Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as Administrative Agent. Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub agents.

Section 10.6 Resignation of Administrative Agent.

(a) Administrative Agent may at any time give notice of its resignation to Lenders, L/C Issuer and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of Lenders and L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. After the Resignation Effective Date, the provisions of this Article 10 relating to or indemnifying or releasing Administrative Agent shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

(b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and

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under the other Loan Documents (except that in the case of any Collateral held by Administrative Agent on behalf of Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity, fee or expense payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender or L/C Issuer, as applicable, directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article 10, Section 11.1, and Section 11.2 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

(c) Any resignation by Texas Capital Bank as Administrative Agent pursuant to this Section 10.6 shall also constitute its resignation as L/C Issuer unless the notice thereof otherwise provides. If Texas Capital Bank resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require Revolving Credit Lenders to make Revolving Credit Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.2(c). Upon the appointment by Borrower of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Texas Capital Bank to effectively assume the obligations of Texas Capital Bank with respect to such Letters of Credit.

Section 10.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and L/C Issuer expressly acknowledges that neither Administrative Agent nor L/C Issuer, the Arranger, any other Lender nor any Related Party thereto has made any representation or warranty to such Person and that no act by Administrative Agent, L/C Issuer, the Arranger or any other Lender hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Borrower or any other Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by Administrative Agent, L/C Issuer, the Arranger or any Lender to any other Lender as to any matter, including whether the Administrative Agent or

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the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and L/C Issuer acknowledges that it has, independently and without reliance upon Administrative Agent, L/C Issuer, the Arranger or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender and L/C Issuer also acknowledges that it will, independently and without reliance upon Administrative Agent, L/C Issuer, the Arranger or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to L/C Issuer or the Lenders by Administrative Agent hereunder, Administrative Agent shall not have any duty or responsibility to provide L/C Issuer or any Lender with any credit or other information concerning the business, operations, Property, condition (financial or otherwise), or creditworthiness of Borrower or any other Loan Party or the value of the Collateral or other Properties of Borrower or any other Loan Party or any other Person which may come into the possession of Administrative Agent or any of its Related Parties. Each Lender and L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is engaged in making, acquiring or holding commercial loans, issuing or participating in letters of credit or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans, issuing or participating in letters of credit and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire or hold commercial loans, issue or participate in letters of credit and to provide other facilities set forth herein, as may be applicable to such Lender or L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of credit or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans, issue or participate in letters of credit or providing such other facilities.

Section 10.8 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and

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irrespective of whether Administrative Agent shall have made any demand on Borrower or any other Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations under the Loan Documents that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders, L/C Issuer, and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders, L/C Issuer, and Administrative Agent and their respective agents and counsel and all other amounts due Lenders, L/C Issuer, and Administrative Agent under Section 11.1 or Section 11.2) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other Property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and L/C Issuer to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to Lenders and L/C Issuer, as applicable, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Section 11.1 or Section 11.2.

Section 10.9 Collateral and Guaranty Matters.

(a) The Secured Parties irrevocably authorize Administrative Agent, at its option and in its discretion:

(i) to release any Lien on any Property granted to or held by Administrative Agent under any Loan Document (A) upon Payment in Full, (B) that is Disposed of or to be Disposed of as part of or in connection with any Disposition permitted under the Loan Documents, or (C) if approved, authorized or ratified in writing by the Required Lenders or all Lenders, as applicable, under Section 11.10;

(ii) to subordinate any Lien on any Property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such Property that is permitted by Section 7.2 or if approved, authorized or ratified in writing by the Administrative Agent and the Required Lenders in connection with a debtor-in-possession financing provided to Borrower or any Loan Party;

(iii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and

(iv) to take any other action with respect to the Collateral that is permitted or required under any intercreditor agreement.

Upon request by Administrative Agent at any time, the Required Lenders will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of Property, or to release any Guarantor from its obligations under

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the Guaranty pursuant to this Section 10.9. Upon the occurrence of any of the events specified in Section 10.9(a)(i)(A), (B) or (C) or Section 10.9(a)(iii), at Borrower’s sole cost and expense, Administrative Agent shall execute and deliver to Borrower such documentation as Borrower may reasonably request in writing to release the applicable Collateral from the Liens created by the Loan Documents and/or release the applicable Guarantor from its obligations under its Guaranty, as the case may be. In connection with any such request by Borrower, Administrative Agent may request, and if requested by Administrative Agent, Borrower shall deliver a written certificate of a Responsible Officer of Borrower certifying that the applicable transaction is permitted under the Loan Documents (and Administrative Agent may rely conclusively on any such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein).

(b) Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall Administrative Agent be responsible or liable to Lenders for any failure to monitor or maintain any portion of the Collateral.

Section 10.10 Bank Product Agreements. No Bank Product Provider who obtains the benefits of Section 9.3, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Security Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article 10 to the contrary, Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Bank Product Obligations unless Administrative Agent has received written notice of such Bank Product Obligations, together with such supporting documentation as Administrative Agent may request, from the applicable Bank Product Provider. Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Bank Product Obligations arising under Bank Product Agreements upon termination of all Commitments and payment in full of all Obligations under the Loan Documents (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and L/C Issuer shall have been made).

Section 10.11 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, Administrative Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

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(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent, the Arranger or any other arranger of this Agreement or any amendment thereto, or any of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

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(c) The Administrative Agent and the Arranger hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Section 10.12 Credit Bidding. The Secured Parties hereby irrevocably authorize Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 11.10 of this Agreement), (iii) Administrative Agent shall be authorized to assign the relevant Obligations of the Secured Parties to be credit bid to any such acquisition vehicle on a pro rata basis, as a result of which each of the Secured Parties shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are

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assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such Obligations and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

Section 10.13 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arranger or the syndication agents, documentation agents, co-agents, bookrunners or title agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as Administrative Agent, a Lender or a L/C Issuer hereunder.

Section 10.14 Flood Laws. Each Lender and each participant is responsible for assuring its own compliance with any applicable Flood Insurance Regulations and Administrative Agent shall have no responsibility therefor.

Section 10.15 Erroneous Payments.

(a) If the Administrative Agent notifies a Lender, L/C Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or Secured Party (any such Lender, L/C Issuer, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, L/C Issuer, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within ten (10) Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, L/C Issuer or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the

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Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender, L/C Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or Secured Party, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, L/C Issuer or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case.

(i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender, L/C Issuer or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 10.15(b).

(c) Each Lender, L/C Issuer or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, L/C Issuer or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, L/C Issuer or Secured Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or L/C Issuer that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or L/C Issuer at any time, (i) such Lender or L/C Issuer shall be deemed to have assigned its Loans (but not its Commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return

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Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment, and such Lender or L/C Issuer shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or L/C Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning L/C Issuer shall cease to be a Lender or L/C Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning L/C Issuer and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or L/C Issuer shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or L/C Issuer (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or L/C Issuer and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, L/C Issuer or Secured Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

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(g) Each party’s obligations, agreements and waivers under this Section 10.15 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

ARTICLE 11.

MISCELLANEOUS

Section 11.1 Expenses.

(a) Borrower and each of the other Loan Parties hereby, jointly and severally, agrees to pay on demand: (i) all reasonable and documented (in summary form) costs and expenses of Administrative Agent, the Arranger, L/C Issuer, and their Related Parties in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents and any and all amendments, modifications, renewals, extensions, supplements, waivers, consents and ratifications thereof and thereto, including, without limitation, the reasonable and documented (in summary form) fees and expenses of one primary outside legal counsel (except in the case of matters affecting any mortgagee title insurance policy taken hereunder and associated title review needs, one additional counsel), one local counsel in each applicable jurisdiction not covered by the primary outside legal counsel, as necessary, and solely in the case of an actual or perceived conflict of interest, and one additional counsel to each group of similarly affected parties, taken as a whole, advisors, consultants, and auditors for Administrative Agent, L/C Issuer, and their Related Parties; (ii) all costs and expenses of Administrative Agent, L/C Issuer, and each Lender in connection with any Default and the enforcement of this Agreement or any other Loan Document, including, without limitation, court costs and the fees and expenses of one primary outside legal counsel, one local counsel in each applicable jurisdiction not covered by the primary outside legal counsel, as necessary, and solely in the case of an actual or perceived conflict of interest, and one additional counsel to each group of similarly affected parties, taken as a whole, advisors, consultants, experts and auditors for Administrative Agent, L/C Issuer, and each Lender; (iii) all reasonable and documented (in summary form) costs and expenses incurred by L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder; (iv) all transfer, stamp, documentary, or other similar Taxes, assessments, or charges levied by any Governmental Authority in respect of this Agreement or any of the other Loan Documents; (v) all costs, expenses, assessments, and other charges incurred in connection with any filing, registration, recording, or perfection of any Lien contemplated by this Agreement or any other Loan Document; and (vi) all other costs and expenses incurred by Administrative Agent, L/C Issuer, and any Lender in connection with the enforcement or protection of its rights under this Agreement or any other Loan Document, any workout or restructuring (including the negotiations thereof), any litigation, dispute, suit, proceeding or action, the enforcement of its rights and remedies, and the protection of its interests in bankruptcy, insolvency or other legal proceedings, including, without limitation, all costs, expenses, and other charges incurred in connection with evaluating, observing, collecting, examining, auditing, appraising,

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selling, liquidating, or otherwise disposing of the Collateral or other assets of the Loan Parties. The Loan Parties shall be responsible for all expenses described in this clause (a) whether or not any Credit Extension is ever made. Any amount to be paid under this Section 11.1 shall be a demand obligation owing by the Loan Parties and if not paid within ten (10) days of demand shall bear interest, to the extent not prohibited by and not in violation of applicable Law, from the date of expenditure until paid at a rate per annum equal to the Default Interest Rate. The obligations of the Loan Parties under this Section 11.1 shall survive payment of the Notes and other obligations hereunder and the assignment of any right hereunder.

(b) To the extent that Borrower for any reason fails to indefeasibly pay any amount required under Section 11.1(a) or Section 11.2 to be paid by it to Administrative Agent, L/C Issuer (or any sub-agent thereof) or any Related Party of Administrative Agent or L/C Issuer (or any sub-agent thereof), each Lender severally agrees to pay to Administrative Agent or L/C Issuer (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s pro rata share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative Agent or L/C Issuer (or any such sub-agent) or against any Related Party of Administrative Agent or L/C Issuer (or any sub-agent thereof) acting for Administrative Agent or L/C Issuer (or any such sub- agent) in connection with such capacity. EACH LENDER ACKNOWLEDGES THAT SUCH PAYMENTS MAY BE IN RESPECT OF LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARISING OUT OF OR RESULTING FROM THE SOLE, CONTRIBUTORY, COMPARATIVE, CONCURRENT OR ORDINARY NEGLIGENCE OF THE PERSON (OR THE REPRESENTATIVES OF THE PERSON) TO WHOM SUCH PAYMENTS ARE TO BE MADE.

Section 11.2 INDEMNIFICATION. BORROWER AND THE OTHER LOAN PARTIES SHALL, JOINTLY AND SEVERALLY, INDEMNIFY ADMINISTRATIVE AGENT, L/C ISSUER, THE ARRANGER, EACH LENDER AND EACH RELATED PARTY OF EACH OF THE FOREGOING (EACH, AN “INDEMNITEE”) FROM, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, REASONABLE AND DOCUMENTED (IN SUMMARY FORM) DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING THE REASONABLE AND DOCUMENTED (IN SUMMARY FORM) FEES, CHARGES AND DISBURSEMENTS OF ONE PRIMARY OUTSIDE COUNSEL, ONE LOCAL COUNSEL IN EACH APPLICABLE JURISDICTION NOT COVERED BY THE PRIMARY OUTSIDE COUNSEL, AS NECESSARY, AND SOLELY IN THE CASE OF AN ACTUAL OR PERCEIVED CONFLICT OF INTEREST, AND ONE ADDITIONAL COUNSEL TO EACH GROUP OF SIMILARLY AFFECTED PARTIES, TAKEN AS A WHOLE) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO (A) THE NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS, (B) ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS,

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(C) ANY BREACH BY ANY LOAN PARTY OF ANY REPRESENTATION, WARRANTY, COVENANT, OR OTHER AGREEMENT CONTAINED IN ANY OF THE LOAN DOCUMENTS, (D) THE PRESENCE, RELEASE, THREATENED RELEASE, DISPOSAL, REMOVAL, OR CLEANUP OF ANY HAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN, OR AFFECTING ANY OF THE PROPERTIES OR ASSETS OF ANY LOAN PARTY OR ANY OF THEIR SUBSIDIARIES, (E) ANY LOAN OR LETTER OF CREDIT OR USE OR PROPOSED USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY L/C ISSUER TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT) OR (F) ANY INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED OR PROSPECTIVE INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, RELATING TO ANY OF THE FOREGOING, WHETHER BROUGHT BY A THIRD PARTY OR BY BORROWER OR ANY OTHER LOAN PARTY. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER LOAN DOCUMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH INDEMNITEE SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, REASONABLE AND DOCUMENTED DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING THE REASONABLE AND DOCUMENTED (IN SUMMARY FORM) FEES, CHARGES AND DISBURSEMENTS OF ONE PRIMARY OUTSIDE COUNSEL, ONE LOCAL COUNSEL IN EACH APPLICABLE JURISDICTION NOT COVERED BY THE PRIMARY OUTSIDE COUNSEL, AS NECESSARY, AND SOLELY IN THE CASE OF AN ACTUAL OR PERCEIVED CONFLICT OF INTEREST, AND ONE ADDITIONAL COUNSEL TO EACH GROUP OF SIMILARLY AFFECTED PARTIES, TAKEN AS A WHOLE) ARISING OUT OF OR RESULTING FROM THE SOLE, CONTRIBUTORY, COMPARATIVE, CONCURRENT OR ORDINARY NEGLIGENCE OF SUCH INDEMNITEE (OR THE REPRESENTATIVES OF SUCH PERSON); provided that such indemnity shall not, as to any Indemnitee, be available to the extent such losses, liabilities, claims, damages, penalties, judgments, disbursements, costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim not involving an act or omission of any Loan Party and that is brought by an Indemnitee against another Indemnitee (other than against the Arranger, the L/C Issuer or Administrative Agent in their capacities as such). Any amount to be paid under this Section 11.2 shall be a demand obligation owing by Borrower and the other Loan Parties and if not paid within ten (10) days of demand shall bear interest, to the extent not prohibited by and not in violation of applicable Law, from the date of expenditure until paid at a rate per annum equal to the Default Interest Rate. The obligations of Borrower and the other Loan Parties under this Section 11.2 shall survive payment of the Notes and other obligations hereunder and the assignment of any right hereunder. This Section 11.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, or damages arising from any non-Tax claim.

Section 11.3 Limitation of Liability. None of Administrative Agent, the Arranger, L/C Issuer, or any Lender, or any of their Related Parties, shall have any liability with respect to, and each Loan Party hereby waives, releases, and agrees not to sue any of them upon, any claim for

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any special, indirect, incidental, or consequential damages (whether in contract, tort or otherwise) suffered or incurred by any Loan Party in connection with, arising out of, or in any way related to, this Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan Documents. Each Loan Party hereby waives, releases, and agrees not to sue Administrative Agent, the Arranger, L/C Issuer, or any Lender, or any of their Related Parties, for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan Documents.

Section 11.4 No Duty. All attorneys, accountants, appraisers, and other professional Persons and consultants retained by the Arranger, Administrative Agent, any Lender, or L/C Issuer shall have the right to act exclusively in the interest of the Arranger, Administrative Agent, such Lender, or L/C Issuer and shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature whatsoever to any Loan Party or any Loan Party’s equity holders, Affiliates, officers, employees, attorneys, agents, or any other Person.

Section 11.5 Lenders Not Fiduciary. The relationship between Borrower and each other Loan Party on the one hand, and Administrative Agent, Arranger, each Lender, and L/C Issuer, on the other hand, is solely that of debtor and creditor, and none of Administrative Agent, Arranger, any Lender, or L/C Issuer has any fiduciary or other special relationship with Borrower or any other Loan Party, and no term or condition of any of the Loan Documents shall be construed so as to deem the relationship between Borrower and each other Loan Party on the one hand, and Administrative Agent, Arranger, each Lender, and L/C Issuer, on the other hand, to be other than that of debtor and creditor. The Borrower and each other Loan Party acknowledges and agrees that (a) (i) no fiduciary, advisory or agency relationship between the Loan Parties and their Subsidiaries and any Arranger, the Administrative Agent, the L/C Issuer or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Arranger, the Administrative Agent, the L/C Issuer or any Lender has advised or is advising any Loan Party or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Arranger, the Administrative Agent, the L/C Issuer and the Lenders are arm’s-length commercial transactions between the Loan Parties and their Affiliates, on the one hand, and the Arranger, the Administrative Agent, the L/C Issuer and the Lenders, on the other hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b) (i) the Arranger, the Administrative Agent, the L/C Issuer and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Arranger, the Administrative Agent, the L/C Issuer or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Arranger, the Administrative Agent, the L/C Issuer and the Lenders and their respective branches and Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Arranger, the Administrative Agent, the L/C Issuer or the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates.

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To the fullest extent permitted by Law, the Borrower and each other Loan Party hereby waives and releases any claims that it may have against any of the Arranger, Administrative Agent, the L/C Issuer, and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 11.6 Equitable Relief. Each Loan Party recognizes that in the event Borrower or any other Loan Party fails to pay, perform, observe, or discharge any or all of the Obligations, any remedy at law may prove to be inadequate relief to Administrative Agent, Lenders, or L/C Issuer. Each Loan Party therefore agrees that Administrative Agent, any Lender, or L/C Issuer, if Administrative Agent, such Lender, or L/C Issuer so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

Section 11.7 No Waiver; Cumulative Remedies. No failure on the part of Administrative Agent, any Lender, or L/C Issuer to exercise and no delay in exercising, and no course of dealing with respect to, any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies provided for in this Agreement and the other Loan Documents are cumulative and not exclusive of any rights and remedies provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Administrative Agent in accordance with Section 9.2 for the benefit of all the Secured Parties and each Lender hereby agrees, on behalf of itself and each of its Affiliates that is a Secured Party, that, except with the written consent of Administrative Agent, it will not take any enforcement action or exercise any right that it might otherwise have under applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral; provided, however, that the foregoing shall not prohibit (a) Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 11.25 (subject to the terms of Section 11.23), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to Administrative Agent pursuant to Section 9.2 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 11.23, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Section 11.8 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective

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successors and assigns permitted hereby, except that neither Borrower nor any other Loan Party may assign or otherwise transfer any of its rights, duties, or obligations under this Agreement or the other Loan Documents without the prior written consent of Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 2.8(d)(vi) or Section 11.8(b), (ii) by way of participation in accordance with the provisions of Section 11.8(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.8(d) and, to the extent expressly contemplated hereby, the Related Parties of each of Administrative Agent and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts. (A) In the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment(s) and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in Section 11.8(b)(i)(B) in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and (B) in any case not described in Section 11.8(b)(i)(A), the aggregate amount of the Commitment(s) (which for this purpose includes Loans outstanding hereunder) or, if the applicable Commitment is not then in effect, the Outstanding Amount of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment Revolving Credit Commitments and/or Revolving Credit Loans, or $5,000,000, in the case of any assignment in respect of Term Loans, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld, conditioned or delayed).

(ii) Proportionate Amounts; Pro Rata Assignments. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment(s) assigned; except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

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(iii) Required Consents. No consent shall be required for any assignment except to the extent required by Section 11.8(b)(i)(B) and, in addition: (A) the consent of Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for assignments in respect of (1) any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (2) any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; and provided further that Borrower shall not be obligated to pay for such processing and recording fee except in the case of any assignment made pursuant to Section 3.6(b). The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Sponsor, any Loan Party or any of their respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Affiliates, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).

(vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to such assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Borrower and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to: (A) pay and satisfy in full all payment liabilities then owed by such

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Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by Administrative Agent pursuant to Section 11.8(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 3.1, Section 3.2, Section 11.1 and Section 11.2 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.8(d). Upon the consummation of any assignment pursuant to this Section 11.8(b), if requested by the transferor or transferee Lender, the transferor Lender, Administrative Agent and Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender (if applicable) and new Notes or, as appropriate, replacement Notes, are issued to the assignee.

(c) Register. Administrative Agent, acting solely for this purpose as a non-fiduciary agent of Borrower, shall maintain at one of its offices in Dallas, Texas a copy of each Assignment and Assumption delivered to it and a Register. The entries in the Register shall be conclusive absent manifest error, and Borrower, Administrative Agent and Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, Borrower or any other Loan Party, sell participations to a Participant in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment(s) and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and

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(iii) Borrower, each other Loan Party, Administrative Agent, and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.1(b) without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.10 which requires the consent of all Lenders and affects such Participant. Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.4 and 3.5 (subject to the requirements and limitations therein, including the requirements under Section 3.4(g) (it being understood that the documentation required under Section 3.4(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 3.6 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1 or 3.4, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 3.6 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.25 as though it were a Lender; provided that such Participant agrees to pay to Administrative Agent any amount set-off for application to the Obligations under the Loan Documents as required pursuant to Section 11.25; provided further that such Participant agrees to be subject to Section 11.23 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a Participant Register; provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b) of the United States Proposed Treasury Regulations (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such

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Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f) Dissemination of Information. Borrower and each other Loan Party authorizes Administrative Agent and each Lender to disclose to any actual or prospective purchaser, assignee or other recipient of a Lender’s Commitment, any and all information in Administrative Agent’s or such Lender’s possession concerning Borrower, the other Loan Parties and their respective Affiliates.

Section 11.9 Survival. All representations and warranties made in this Agreement, any other Loan Document or in any document, statement, or certificate furnished in connection with this Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents, and no investigation by Administrative Agent or any Lender or any closing shall affect the representations and warranties or the right of Administrative Agent or any Lender to rely upon them. Without prejudice to the survival of any other obligation of any Loan Party hereunder, the obligations of the Loan Parties under Sections 11.1 and 11.2 shall survive repayment of the Obligations and termination of the Commitments.

Section 11.10 Amendment. Subject to Section 2.7(g) and Section 3.3(b), the provisions of this Agreement and the other Loan Documents to which Borrower or any other Loan Party is a party (other than the Issuer Documents) may be amended or waived only by an instrument in writing signed by the Required Lenders (or by Administrative Agent with the consent of the Required Lenders) and each Loan Party party thereto and acknowledged by Administrative Agent; provided, however, that no such amendment or waiver shall:

(a) waive any condition set forth in Section 4.1, without the written consent of each Lender;

(b) extend or increase any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.2) without the written consent of such Lender;

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayment) of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby;

(d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to adjust the Default Interest Rate or to waive any obligation of Borrower to pay interest at such rate;

(e) change any provision of this Section 11.10 or the definition of “Required Lenders” or “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any

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rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender (or each Revolving Credit Lender, in the case of a change in the definition of Required Revolving Credit Lenders);

(f) change Section 9.3 or Section 11.23 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(g) release any Guaranty or release all or substantially all of the Collateral (in each case, except as provided herein or in any other Loan Document) without the written consent of each Lender; or

(h) (i) subordinate any of the Obligations to any other Debt for borrowed money or (ii) subordinate the Lien securing any of the Obligations on all or substantially all of the Collateral to any other Lien securing any other Debt (except as provided in Section 10.9), in each case, without the consent of each Lender affected thereby;

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by L/C Issuer in addition to the Lenders required above, affect the rights or duties of L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to Lenders required above, affect the rights or duties of Administrative Agent under this Agreement or any other Loan Document; (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (iv) Borrower and Administrative Agent may amend this Agreement or any other Loan Document without the consent of Lenders (unless the Required Lenders object in writing within five (5) Business Days of notice by Administrative Agent of such amendment) in order to (A) correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document or (B) comply with local Law or advice of local counsel in any jurisdiction the Laws of which govern any Security Document or that are relevant to the creation, perfection, protection and/or priority of any Lien in favor of Administrative Agent, (C) effect the granting, perfection, protection, expansion or enhancement of any security interest or Lien in any Collateral or additional Property to become Collateral for the benefit of the Secured Parties, (D) make administrative or operational changes not adverse to any Lender or (E) add a Guarantor or Collateral or otherwise enhance the rights and benefits of the Lenders; (v) Borrower and Administrative Agent may, without the input or consent of the Lenders, effect amendments to this Agreement and the other Loan Documents as may be necessary in the opinion of Administrative Agent to effect the provisions of Section 2.9 (including as applicable, (1) to permit the Revolving Facility Increases to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include a Revolving Facility Increase in any determination of (i) Required Lenders or (ii) any similar required lender terms applicable thereto) and (vi) no provision in this Section 11.10 shall be construed in a manner inconsistent with the right of Texas Capital Bank to require a one-time assignment of all or any portion of the Revolving Credit Commitments and Revolving Credit Loans in accordance with Section 2.8(d)(vi).

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender

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may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment(s) of any Defaulting Lender may not be increased or extended without the consent of such Lender; and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

Section 11.11 Notices.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 11.11(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by electronic mail as set forth on Schedule 11.11. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices sent by electronic mail shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in Section 11.11(b) shall be effective as provided in Section 11.11(b).

(b) Electronic Communications. Notices and other communications to Lenders and hereunder may be delivered or furnished by electronic communication (including e-mail and internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article 2 if such Lender has notified Administrative Agent that it is incapable of receiving notices under Article 2 by electronic communication. Administrative Agent or any Loan Party may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such facsimile, email or other electronic communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c) Change of Address, etc. Any party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice to the other parties hereto, Schedule 11.11 shall be deemed to be amended by each

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such change, and Administrative Agent is authorized, in its discretion, from time to time to reflect each such change in an amended Schedule 11.11 provided by Administrative Agent to each party hereto.

(d) Platform.

(i) Borrower, each other Loan Party, each Lender, and L/C Issuer agrees that Administrative Agent may, but shall not be obligated to, make the Communications available to the Lenders or L/C Issuer by posting the Communications on the Platform.

(ii) The Platform is provided “as is” and “as available.” The Agent Parties do not warrant the accuracy or completeness of the Communications or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. Although the Platform is secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time, each of the Lenders, L/C Issuer, and the Borrower acknowledges and agrees that (x) the distribution of material through an electronic medium is not necessarily secure and (y) the Agent Parties not responsible for approving or vetting the representatives, designees or contacts of any Lender or L/C Issuer that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution, and each Lender, L/C Issuer, and Borrower understands and accepts such risks. In no event shall the Agent Parties have any liability to any Loan Party, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or Administrative Agent’s transmission of Communications through the Platform.

(iii) Each Loan Party (by its, his or her execution of a Loan Document) hereby authorizes Administrative Agent, each Lender, and their respective counsel and agents and Related Parties (each, an “Authorized Party”) to communicate and transfer documents and other information (including confidential information) concerning this transaction or Borrower or any other Loan Party and the business affairs of Borrower and such other Loan Parties via the internet or other electronic communication method. IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY SUCH COMMUNICATIONS OR TRANSMISSIONS, EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE DIRECTLY RESULTED FROM THE GROSS

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NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AUTHORIZED PARTY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES).

Section 11.12 Governing Law; Venue; Service of Process.

(a) Governing Law. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the Laws of the State of Texas (without reference to applicable rules of conflicts of Laws), except to the extent the Laws of any jurisdiction where Collateral is located require application of such Laws with respect to such Collateral.

(b) Jurisdiction. Each Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against Administrative Agent, any Lender, L/C Issuer, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of Texas sitting in Tarrant County, and of the United States District Court of the Northern District of Texas, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such Texas State court or, to the fullest extent permitted by applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Agreement or in any other Loan Document shall affect any right that Administrative Agent, any Lender, or L/C Issuer may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Borrower or any of the other Loan Parties or their Properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party hereto irrevocably consents to service of process by the mailing thereof in the manner provided for the mailing of notices in Section 11.11. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable Law.

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Section 11.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Except as provided in Section 4.1, this Agreement shall become effective when it shall have been executed by Administrative Agent and when Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 11.14 Severability. Any provision of this Agreement or any other Loan Document held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Agreement and the effect thereof shall be confined to the provision held to be invalid or illegal. Furthermore, in lieu of such invalid or unenforceable provision there shall be added as a part of this Agreement or the other Loan Documents a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

Section 11.15 Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

Section 11.16 Construction. Each Loan Party, Administrative Agent and each Lender acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement and the other Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall be construed as if jointly drafted by Borrower, Administrative Agent, each Lender and each other Person party thereto.

Section 11.17 Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default if such action is taken or such condition exists.

Section 11.18 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.18.

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Section 11.19 Additional Interest Provision. It is expressly stipulated and agreed to be the intent of Borrower, Administrative Agent and each Lender at all times to comply strictly with the applicable Law governing the maximum rate or amount of interest payable on the indebtedness evidenced by any Note, any other Loan Document, and the Related Indebtedness (or applicable United States federal Law to the extent that it permits any Lender to contract for, charge, take, reserve or receive a greater amount of interest than under applicable Law). If the applicable Law is ever judicially interpreted so as to render usurious any amount (a) contracted for, charged, taken, reserved or received pursuant to any Note, any of the other Loan Documents or any other communication or writing by or between Borrower or any other Loan Party and any Lender related to the transaction or transactions that are the subject matter of the Loan Documents, (b) contracted for, charged, taken, reserved or received by reason of Administrative Agent’s or any Lender’s exercise of the option to accelerate the maturity of any Note and/or the Related Indebtedness, or (c) Borrower or any other Loan Party will have paid or Administrative Agent or any Lender will have received by reason of any voluntary prepayment by Borrower or any other Loan Party of any Note and/or the Related Indebtedness, then it is Borrower’s, each other Loan Party’s, Administrative Agent’s and Lenders’ express intent that all amounts charged in excess of the Maximum Rate shall be automatically canceled, ab initio, and all amounts in excess of the Maximum Rate theretofore collected by Administrative Agent or any Lender shall be credited on the principal balance of any Note and/or the Related Indebtedness (or, if any Note and all Related Indebtedness have been or would thereby be paid in full, refunded to Borrower or such other Loan Party, as applicable), and the provisions of any Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable Law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if any Note or Related Indebtedness has been paid in full before the end of the stated term thereof, then Borrower, each other Loan Party, Administrative Agent and each Lender agree that Administrative Agent or any Lender, as applicable, shall, with reasonable promptness after Administrative Agent or such Lender discovers or is advised by Borrower or any other Loan Party that interest was received in an amount in excess of the Maximum Rate, either refund such excess interest to Borrower or such other Loan Party, as applicable, and/or credit such excess interest against such Note and/or any Related Indebtedness then owing by Borrower and the other Loan Parties to Administrative Agent or such Lender. Borrower and each other Loan Party hereby agrees that as a condition precedent to any claim seeking usury penalties against Administrative Agent or such Lender, Borrower will provide written notice to Administrative Agent or any Lender, advising Administrative Agent or such Lender in reasonable detail of the nature and amount of the violation, and Administrative Agent or such Lender shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or such other Loan Parties, as applicable, or crediting such excess interest against the Note to which the alleged violation relates and/or the Related Indebtedness then owing by Borrower and the other Loan Parties to Administrative Agent or such Lender. All sums contracted for, charged, taken, reserved or received by Administrative Agent or any Lender for the use, forbearance or detention of any debt evidenced by any Note and/or the Related Indebtedness shall, to the extent permitted by applicable Law, be amortized or spread, using the actuarial method, throughout the stated term of such Note

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and/or the Related Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of any Note and/or the Related Indebtedness does not exceed the Maximum Rate from time to time in effect and applicable to such Note and/or the Related Indebtedness for so long as debt is outstanding. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to the Notes and/or any of the Related Indebtedness. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Administrative Agent or any Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.

Section 11.20 Ceiling Election. To the extent that any Lender is relying on Chapter 303 of the Texas Finance Code to determine the Maximum Rate payable on any Note and/or any other portion of the Obligations under the Loan Documents, such Lender will utilize the weekly ceiling from time to time in effect as provided in such Chapter 303. To the extent United States federal Law permits any Lender to contract for, charge, take, receive or reserve a greater amount of interest than under Texas Law, such Lender will rely on United States federal Law instead of such Chapter 303 for the purpose of determining the Maximum Rate. Additionally, to the extent permitted by applicable Law now or hereafter in effect, any Lender may, at its option and from time to time, utilize any other method of establishing the Maximum Rate under such Chapter 303 or under other applicable Law by giving notice, if required, to Borrower as provided by applicable Law now or hereafter in effect.

Section 11.21 USA PATRIOT Act Notice. Administrative Agent and each Lender hereby notifies Borrower and each other Loan Party that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies Borrower and each other Loan Party, which information includes the name and address of Borrower and each other Loan Party and other information that will allow Administrative Agent and such Lender to identify Borrower and each other Loan Party in accordance with the PATRIOT Act. In addition, Borrower and each other Loan Party agrees to (a) ensure that no Person who owns a controlling interest in or otherwise controls Borrower or any other Loan Party or any Subsidiary of Borrower or any other Loan Party is or shall be a Sanctioned Person, (b) not to use or permit the use of proceeds of the Obligations to violate any Anti-Corruption Laws, Anti-Terrorism Laws or any applicable Sanctions, and (c) comply, or cause its Subsidiaries to comply, with the applicable Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions.

Section 11.22 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders” and “Required Revolving Credit Lenders” and in Section 11.10.

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(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by Administrative Agent from a Defaulting Lender shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, with respect to a Defaulting Lender that is a Revolving Credit Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to L/C Issuer hereunder; third, with respect to a Defaulting Lender that is a Revolving Credit Lender, to Cash Collateralize L/C Issuer’s Fronting Exposure, if any, with respect to such Defaulting Lender in accordance with Section 2.6; fourth, with respect to a Defaulting Lender that is a Revolving Credit Lender, as Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Credit Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; fifth, with respect to a Defaulting Lender that is a Revolving Credit Lender, if so determined by Administrative Agent and Borrower, to be held in a Deposit Account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Credit Loans under this Agreement and (y) with respect to a Defaulting Lender that is a Revolving Credit Lender, Cash Collateralize L/C Issuer’s future Fronting Exposure, if any, with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.6; sixth, to the payment of any amounts owing to Lenders or L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that, if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 11.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 11.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

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(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any fee payable under Section 2.3(c) for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.6.

(C) With respect to any fee payable under Section 2.3(c) or to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, Borrower shall (x) pay to each Revolving Credit Lender that is a Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations shall be reallocated among the Revolving Credit Lenders that are Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.28, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.6.

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(b) Defaulting Lender Cure. If Borrower, Administrative Agent, and L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by Lenders in accordance with their Applicable Percentages (without giving effect to Section 11.22(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Section 11.23 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall:

(a) notify Administrative Agent of such fact; and

(b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section 11.23 shall not be construed to apply to: (A) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply).

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Borrower and each other Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Section 11.24 Payments Set Aside. To the extent that any payment by or on behalf of Borrower or any other Loan Party is made to Administrative Agent, L/C Issuer or any Lender, or Administrative Agent, L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Administrative Agent, L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and L/C Issuer severally agrees to pay to Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the greater of the Federal Funds Rate from time to time in effect and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. The obligations of Lenders and L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Section 11.25 Setoff. If an Event of Default has occurred and is continuing, Administrative Agent and each Lender shall have the right to set off against the Obligations under the Loan Documents, at any time and without notice to any Loan Party, any and all deposits (general or special, time or demand, provisional or final) or other sums at any time credited by or owing from Administrative Agent or such Lender to such Loan Party whether or not the Obligations under the Loan Documents are then due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff: (a) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 11.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent and Lenders; and (b) such Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations under the Loan Documents owing to such Defaulting Lender as to which it exercised such right of setoff. Each amount set off shall be paid to Administrative Agent for application to the Obligations under the Loan Documents in the order set forth in Section 9.3. As further security for the Obligations, each Loan Party hereby grants to Administrative Agent and each Lender a security interest in all money, instruments, and other Property of such Loan Party, as applicable, now or hereafter held by Administrative Agent or such Lender, including, without limitation, Property held in safekeeping. In addition to Administrative Agent’s and each Lender’s right of setoff and as further security for the Obligations, each Loan Party hereby grants to Administrative Agent and each Lender a security interest in all deposits (general or special, time or demand, provisional or final) and other accounts of such Loan Party now or hereafter on deposit with or held by Administrative Agent or such Lender (in each case, other than accounts of a type described in clause (i), (iii) or (iv) of the definition of Excluded Accounts) and all other sums at

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any time credited by or owing from Administrative Agent or such Lender to such Loan Party in such accounts (other than accounts of a type described in clause (i), (iii) or (iv) of the definition of Excluded Accounts). The rights and remedies of Administrative Agent and each Lender hereunder are in addition to other rights and remedies (including, without limitation, other rights of setoff) which Administrative Agent or such Lender may have.

Section 11.26 Confidentiality. Each of Administrative Agent, L/C Issuer, and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential or shall otherwise be subject to confidentiality provisions generally), (b) to any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or any Governmental Authority, quasi-Governmental Authority or legislative committee or in accordance with the Administrative Agent’s, such L/C Issuer’s or any Lender’s regulatory compliance policy if the Administrative Agent, such L/C Issuer or such Lender, as applicable, deems such disclosure to be necessary for the mitigation of claims by those authorities against the Administrative Agent, L/C Issuer or such Lender, as applicable, or any of its Related Parties (in which case, the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use commercially reasonable efforts to, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify the Borrower, in advance, to the extent practicable and otherwise permitted by applicable Law), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to its being under a duty of confidentiality no less restrictive than this Section 11.26, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its Related Parties) to any Hedging Agreement relating to Borrower or any other Loan Party and its obligations, (iii) any actual or prospective purchaser of a Lender or its holding company (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential or shall otherwise be subject to confidentiality provisions generally) or (iv) any Lender’s financing sources; provided that prior to any disclosure such financing source is informed of the confidential nature of the Information and instructed to keep such Information confidential or shall otherwise be subject to confidentiality provisions generally, (g) on a confidential basis to (i) any rating agency or any similar organization in connection with the rating of Borrower or any other Loan Party or the Facilities or (ii) the CUSIP Service Bureau or any similar organization in connection with the issuance and monitoring of CUSIP numbers with respect to the Facilities, (h) with the consent of Borrower or such other applicable Loan Parties, or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.26, (ii) becomes available to Administrative Agent, L/C Issuer, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower that is not known to be subject to a confidentiality obligation to the Borrower or (iii) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or violating the terms

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of this Section 11.26; or to the extent required by a potential or actual insurer or reinsurer in connection with providing insurance, reinsurance or credit risk mitigation coverage under which payments are to be made or may be made by reference to this Agreement. In addition, Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. For purposes of this Section 11.26, “Information” means all information received from Borrower or any other Loan Party or any Subsidiary thereof relating to Borrower or any other Loan Party or any Subsidiary thereof or any of their respective businesses which is clearly identified as confidential, other than any such information that is available to Administrative Agent, L/C Issuer, or any Lender on a nonconfidential basis prior to disclosure by Borrower or any other Loan Party or any Subsidiary or Affiliate thereof; provided that, in the case of information received from Borrower or any other Loan Party or any Subsidiary or Affiliate thereof after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.26 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each Loan Party party hereto agrees and confirms that, as between such Loan Party and Texas Capital Bank, the obligations of Texas Capital Bank under this Section 11.26 supersede and replace in their respective entireties all confidentiality, non-disclosure and similar obligations of Texas Capital Bank, if any, set forth in any previous agreement between such Loan Party and Texas Capital Bank notwithstanding anything to the contrary contained therein.

Each Loan Party hereby authorizes Administrative Agent, at its sole expense, but without any prior approval by any Loan Party, to include any Loan Party’s name, logo and the aggregate amount of the Facilities in tombstones. Any other use of any Loan Party’s name and logo, including, but not limited to, advertising, marketing, case studies and training materials and any other publicity materials, shall be permitted only with the express written consent of the Borrower (such consent not to be unreasonably withheld). The foregoing authorization shall remain in effect unless the Borrower notifies Texas Capital Bank in writing that such authorization is revoked. Notwithstanding the foregoing, each Loan Party understands and acknowledges that Texas Capital Bank may provide to market data collectors, such as league table, or other service providers to the lending industry, information regarding the closing date, size, type, purpose of, and parties to, the Facilities.

Section 11.27 Electronic Execution of Assignments and Certain Other Documents. The words “execute”, “execution”, “signed”, “signature”, and words of like import in or related to this Agreement, any other Loan Document or any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, the electronic matching of assignment terms and contract formations on electronic platforms approved by Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New

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York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. Notwithstanding anything contained herein to the contrary, Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (a) to the extent Administrative Agent has agreed to accept such Electronic Signature from any party hereto, Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (b) upon the request of Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof.

Section 11.28 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section 11.29 Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred

CREDIT AGREEMENT – Page 164

without rendering its obligations under this Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Section 11.30 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the Laws of the State of Texas and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in Property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regimes if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in Property) were governed by the Laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regimes if the Supported QFC and the Loan Documents were governed by the Laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

Section 11.31 NOTICE OF FINAL AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

CREDIT AGREEMENT – Page 165

ARTICLE 12.

GUARANTY

Section 12.1 Guaranty. In consideration of the Loans, advances and other credit heretofore or hereafter granted by the Secured Parties to Borrower pursuant to this Agreement and the other Loan Documents and in further consideration of any Bank Product Agreements, Guarantors hereby, jointly and severally, unconditionally, absolutely and irrevocably, guarantee to the Secured Parties, the due and punctual payment when and as due, including at stated maturity, by acceleration or otherwise, and at all times thereafter, and the due fulfillment and performance of the Obligations. Each Guarantor is jointly and severally liable for the full payment and performance of the Obligations as a primary obligor.

Section 12.2 Payment. If any of the Obligations is not punctually paid when such indebtedness becomes due and payable, either by its terms or as a result of the exercise of any power to accelerate, Guarantors shall, immediately on demand and without presentment, protest, notice of protest, notice of nonpayment, notice of intent to accelerate, notice of acceleration or any other notice whatsoever (all of which are expressly waived in accordance with Section 12.3 hereof), pay the amount due and payable thereon to Administrative Agent, at its Principal Office. It is not necessary for Administrative Agent, in order to enforce such payment by Guarantors, first to institute suit or exhaust its remedies against Borrower or others liable on the Obligations, or to enforce its rights against any security given to secure such Obligations. Administrative Agent is not required to mitigate damages or take any other action to reduce, collect or enforce the Obligations. No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind which any Guarantor has or may have against Borrower or any Secured Party shall be available hereunder to Guarantors. No payment by any Guarantor shall discharge the liability of Guarantors hereunder until the Obligations have been fully satisfied and the Release Date shall have occurred. If Administrative Agent must rescind or restore any payment, or any part thereof, received by Administrative Agent on any part of the Obligations, any prior release or discharge from the terms of this Guaranty given Guarantors by Administrative Agent or any reduction of any Guarantor’s liability hereunder shall be without effect, and this Guaranty shall remain in full force and effect.

Section 12.3 Agreements and Waivers. Each Guarantor:

(a) agrees to all terms and agreements heretofore or hereafter made by Borrower with Administrative Agent and/or any other Secured Party;

(b) agrees that Administrative Agent may without impairing its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower or any other Person, including, without limitation, any other party who is or whose Property is liable with respect to the Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful,

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unreasonable or unjustified impairment) of any collateral, Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Obligations or any instrument or agreement evidencing the same; (v) apply payments by Borrower, any Surety, or any other Person, to any of the Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release any Guarantor or any other Surety from liability hereunder;

(c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Obligations or any document or agreement executed in connection with the Obligations, for any reason, or the fact that any debt included in the Obligations exceeds the amount permitted by Law; (iii) the failure of Administrative Agent or any other party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, Property or security; (iv) the fact that any collateral, security or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other Lien; (v) the fact that Borrower has any defense to the payment of all or any part of the Obligations; (vi) any payment by Borrower or any Surety to Administrative Agent and/or any other Secured Party is a preference under applicable Debtor Relief Laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to Borrower, any such Surety, or someone else; (vii) any defenses which Borrower could assert on the Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to this Agreement, the Loan Documents, the Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Obligations pursuant to the terms hereof;

(d) agrees that such Guarantor is obligated to pay the Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the full and final payment and satisfaction of the Obligations;

(e) to the extent allowed by applicable Law, waives all rights and remedies now or hereafter accorded by applicable Law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower or which Borrower may have against Administrative Agent and/or the Lenders;

CREDIT AGREEMENT – Page 167

(f) waives all notices whatsoever with respect to this Guaranty or with respect to the Obligations, including, but without limitation, notice of (i) Administrative Agent’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Obligations or any terms or amounts thereof or any change therein in the rate of interest thereon; (iii) any default by Borrower or any Surety; or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment or other security for any of the Obligations;

(g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument evidencing any of the Obligations, and any demands and notices required by Law, except as such waiver may be expressly prohibited by Law, and diligence in bringing suits against any Surety;

(h) waives each right to which it may be entitled by virtue of the Laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the Uniform Commercial Code, and Chapter 43 of the Texas Civil Practice and Remedies Code, as any or all of the same may be amended or construed from time to time, or the common law of the State of Texas at all relevant times; and

(i) represents and warrants to the Administrative Agent and the Lenders that such Guarantor (a) has received, or will receive, direct or indirect benefit from the making of the Guaranty and the Obligations, (b) is familiar with, and has independently reviewed the books and records regarding, the financial condition of Borrower and is familiar with the value of any and all Collateral intended to be created as security for the payment of the Obligations, but such Guarantor is not relying on such financial condition, such Collateral, or the agreement of any other party as an inducement to enter into this Agreement and provide the Guaranty. Each Guarantor confirms that neither Administrative Agent, any Lender, any other Guarantor, nor any other party has made any representation, warranty or statement to such Guarantor in order to induce such Guarantor to execute this Agreement and provide the Guaranty, and (c) is a Qualified ECP Guarantor.

Section 12.4 Liability. The liability of each Guarantor under this Guaranty is irrevocable, absolute and unconditional, without regard to the liability of any other Person, and shall not in any manner be affected by reason of any action taken or not taken by Administrative Agent and/or any other Secured Party, which action or inaction is herein consented and agreed to, nor by the partial or complete unenforceability or invalidity of any other guaranty or surety agreement, pledge, assignment or other security for any of the Obligations. No delay in making demand on Sureties or any of them for satisfaction of the liability hereunder shall prejudice Administrative Agent’s right to enforce such satisfaction. All of Administrative Agent’s rights and remedies shall be cumulative and any failure of Administrative Agent to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time, and from time to time, thereafter. This is a continuing guaranty of payment, not a guaranty of collection, and this Guaranty shall be binding upon Guarantors regardless of how long before or after the date hereof any of the Obligations were or are incurred.

CREDIT AGREEMENT – Page 168

Section 12.5 Subordination. If Borrower or any other Loan Party is now or hereafter becomes indebted to one or more Guarantors (such indebtedness and all interest thereon is referred to as the “Affiliated Debt”), such Affiliated Debt shall be subordinate in all respects to the full payment and performance of the Obligations, and no Guarantor shall be entitled to enforce or receive payment with respect to any Affiliated Debt until the Release Date. Each Guarantor agrees that any Liens, mortgages, deeds of trust, security interests, judgment liens, charges or other encumbrances upon any Loan Party’s assets securing the payment of the Affiliated Debt shall be and remain subordinate and inferior to any Liens, mortgages, deeds of trust, security interests, judgment liens, charges or other encumbrances upon any Loan Party’s assets securing the payment of the Obligations, and without the prior written consent of Administrative Agent, no Guarantor shall exercise or enforce any creditor’s rights of any nature against any Loan Party to collect the Affiliated Debt (other than demand payment therefor). In the event of the receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving Borrower or any applicable Loan Party as a debtor, Administrative Agent has the right and authority, either in its own name or as attorney-in-fact for any applicable Guarantor, to file such proof of debt, claim, petition or other documents and to take such other steps as are necessary to prove its rights hereunder and receive directly from the receiver, trustee or other court custodian, payments, distributions or other dividends which would otherwise be payable upon the Affiliated Debt. Each Guarantor hereby assigns such payments, distributions and dividends to Administrative Agent, and irrevocably appoints Administrative Agent as its true and lawful attorney-in-fact with authority to make and file in the name of such Guarantor any proof of debt, amendment of proof of debt, claim, petition or other document in such proceedings and to receive payment of any sums becoming distributable on account of the Affiliated Debt, and to execute such other documents and to give acquittances therefor and to do and perform all such other acts and things for and on behalf of such Guarantor as may be necessary in the opinion of Administrative Agent in order to have the Affiliated Debt allowed in any such proceeding and to receive payments, distributions or dividends of or on account of the Affiliated Debt.

Section 12.6 Subrogation. No Guarantor waives or releases any rights of subrogation, reimbursement or contribution which such Guarantor may have, after full and final payment of the Obligations, against others liable on the Obligations. Each Guarantor’s rights of subrogation and reimbursement are subordinate in all respects to the rights and claims of Administrative Agent and the other Secured Parties, and no Guarantor may exercise any rights it may acquire by way of subrogation under this Guaranty, by payment made hereunder or otherwise, until the Release Date. If any amount is paid to any Guarantor on account of such subrogation rights prior to the Release Date, such amount shall be held in trust for the benefit of Administrative Agent and/or the other Secured Parties to be credited and applied on the Obligations, whether matured or unmatured.

Section 12.7 Other Indebtedness or Obligations of Guarantors. If any Guarantor is or becomes liable for any indebtedness owed by any Loan Party to the Lenders by endorsement or otherwise than under this Guaranty, such liability shall not be affected by this Guaranty, and the rights of Administrative Agent and the Lenders hereunder shall be cumulative of all other rights that Administrative Agent and the Lenders may have against such Guarantor. The exercise by Administrative Agent of any right or remedy hereunder or under any other instrument or at law or

CREDIT AGREEMENT – Page 169

in equity shall not preclude the concurrent or subsequent exercise of any other instrument or remedy at law or in equity and shall not preclude the concurrent or subsequent exercise of any other right or remedy. Further, without limiting the generality of the foregoing, this Guaranty is given by Guarantors as an additional guaranty to all guaranties heretofore or hereafter executed and delivered to Administrative Agent and/or the Lenders by Guarantors in favor of Administrative Agent and/or the Lenders relating to the indebtedness of Borrower and the other Loan Parties to the Secured Parties, and nothing herein shall be deemed to replace or be in lieu of any other of such previous or subsequent guarantees.

Section 12.8 Costs and Expenses. Guarantors jointly and severally agree to pay to Administrative Agent and the Lenders, upon demand, all losses and costs and expenses, including attorneys’ fees, that may be incurred by Administrative Agent and the Lenders in attempting to cause the Obligations to be satisfied or in attempting to cause satisfaction of Guarantors’ liability under this Guaranty.

Section 12.9 Exercising Rights, Etc. No notice to or demand upon any Guarantor in any case shall, of itself, entitle such Guarantor or any other Guarantor to any other or further notice or demand in similar or other circumstances. No delay or omission by Administrative Agent in exercising any power or right hereunder shall impair such right or power or be construed as a waiver thereof or any acquiescence therein, nor shall any single or partial exercise of any such power preclude other or further exercise thereof, or the exercise of any other right or power hereunder.

Section 12.10 Benefit; Binding Effect. This Guaranty shall inure to the benefit of Administrative Agent and each other Secured Party and their respective successors and assigns, and to any interest in any of the Obligations. All of the obligations of Guarantors arising hereunder shall be jointly and severally binding on each of the Persons signing this Guaranty, and their respective successors and assigns (provided, however, that no Guarantor may, without the prior written consent of Administrative Agent in each instance, assign or delegate any of its rights, powers, duties or obligations hereunder, and any attempted assignment or delegation made without Administrative Agent’s prior written consent shall be void ab initio and of no force or effect).

Section 12.11 Multiple Guarantors. It is specifically agreed that Administrative Agent may enforce the provisions hereof with respect to one or more Guarantors without seeking to enforce the same as to all or any Guarantors. If one or more additional guaranty agreements (“Other Guaranties”) are executed by one or more additional guarantors (“Other Guarantors”), which guarantee, in whole or in part, any of the Obligations, it is specifically agreed that Administrative Agent may enforce the provisions of this Guaranty or of Other Guaranties with respect to one or more of Guarantors or any one or more of Other Guarantors under the Other Guaranties without seeking to enforce the provisions of this Guaranty or the Other Guaranties as to all or any of Guarantors or Other Guarantors. Each Guarantor hereby waives any requirement of joinder of all or any other Guarantor or all or any of the Other Guarantors in any suit or proceeding to enforce the provisions of this Guaranty or of the Other Guaranties. The liability hereunder of all Guarantors hereunder shall be joint and several.

Section 12.12 Additional Guarantors. From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional Guarantors (each, an “Additional

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Guarantor”), by executing a Guarantor Joinder Agreement. Upon delivery of any such Guarantor Joinder Agreement to Administrative Agent, notice of which is hereby waived by Guarantors, each Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if Additional Guarantor were an original signatory hereto. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, nor by any election of Administrative Agent not to cause any Subsidiary or Affiliate of Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Section 12.13 Reinstatement. Notwithstanding anything contained in this Agreement or the other Loan Documents, the obligations of each Guarantor under this Article 12 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify each Secured Party on demand for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) incurred by such Person in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.

Section 12.14 Maximum Liability. Anything in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to other Loan Parties or Affiliates of other Loan Parties to the extent that such indebtedness would be discharged in an amount equal to the amount paid or Property conveyed by such Guarantor under the Loan Documents) and after giving effect as assets, subject to Section 12.6, to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Guarantor pursuant to (a) applicable Law or (b) any agreement providing for an equitable allocation among such Guarantor and other Loan Parties of obligations arising under the Loan Documents and Bank Product Agreements.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

CREDIT AGREEMENT – Page 171

EXECUTED to be effective as of the date first written above.

BORROWER:
DRB LAND LLC
By:	/s/ Steven R. Jones
Print:	Steven R. Jones
Title:	Co-CEO and CFO
GUARANTORS:
DBR REIT LLC
By:	/s/ Steven R. Jones
Print:	Steven R. Jones
Title:	Co-CEO and CFO
DBR DESERT LLC
By:	/s/ Steven R. Jones
Print:	Steven R. Jones
Title:	Co-CEO and CFO
DBR REEVES LLC
By:	/s/ Steven R. Jones
Print:	Steven R. Jones
Title:	Co-CEO and CFO
DELAWARE BASIN RANCHES INC.
By:	/s/ Steven R. Jones
Print:	Steven R. Jones
Title:	Co-CEO and CFO
HH OPERATING, LLC
By:	/s/ Steven R. Jones
Print:	Steven R. Jones
Title:	Co-CEO and CFO

SIGNATURE PAGE TO CREDIT AGREEMENT – DBR LAND LLC

DBR SOLAR LLC
By:	/s/ Steven R. jones
Print:	Steven R. jones
Title:	Co-CEO and CFO
PECOS RENEWABLES LLC
By:	/s/ Steven R. jones
Print:	Steven R. jones
Title:	Co-CEO and CFO

SIGNATURE PAGE TO CREDIT AGREEMENT – DBR LAND LLC

ADMINISTRATIVE AGENT:
TEXAS CAPITAL BANK
By:	/s/ Casey Lowary
Print:	Casey Lowary
Title:	Managing Director

SIGNATURE PAGE TO CREDIT AGREEMENT – DBR LAND LLC

LENDERS:
TEXAS CAPITAL BANK
By:	/s/ Casey Lowary
Print:	Casey Lowary
Title:	Managing Director

SIGNATURE PAGE TO CREDIT AGREEMENT – DBR LAND LLC

LENDERS:
Wells Fargo Bank, N.A.
By:	/s/ Emily Board
Print:	Emily Board
Title:	Vice President

SIGNATURE PAGE TO CREDIT AGREEMENT – DBR LAND LLC

LENDERS:
CAPITAL FARM CREDIT, ACA, as a Leader and as Title Agent
By:	/s/ Thomas Kyle
Print:	Thomas Kyle
Title:	Relationship Manager

SIGNATURE PAGE TO CREDIT AGREEMENT – DBR LAND LLC

LENDERS:
GOLDMAN SACHS BANK USA
By:	/s/ Andrew Vernon
Print:	Andrew Vernon
Title:	Authorized Signatory

SIGNATURE PAGE TO CREDIT AGREEMENT – DBR LAND LLC

LENDERS:
BARCLAYS BANK PLC
By:	/s/ Sydney G. Dennis
Print:	Sydney G. Dennis
Title:	Director

SIGNATURE PAGE TO CREDIT AGREEMENT – DBR LAND LLC

LENDERS:
ORIGIN BANK
By:	/s/ Scott Oswald
Print:	Scott Oswald
Title:	Vice President

SIGNATURE PAGE TO CREDIT AGREEMENT – DBR LAND LLC

SCHEDULE 2.1

Commitments and Applicable Percentages

Lender	Revolving Credit Commitment		RCC Applicable Percentage			Term Loan Commitment		TLC Applicable Percentage			Total Commitment		Total Credit Exposure Percentage
Texas Capital Bank	$	11,666,666.67		23.333333333	%	$	23,333,333.33		23.333333333	%	$	35,000,000.00		23.333333333	%
Wells Fargo Bank, N.A.	$	11,666,666.67		23.333333333	%	$	23,333,333.33		23.333333333	%	$	35,000,000.00		23.333333333	%
Capital Farm Credit, ACA	$	3,333,333.33		6.666666667	%	$	46,666,666.67		46.666666667	%	$	50,000,000.00		33.333333333	%
Goldman Sachs Bank USA	$	10,000,000.00		20.000000000	%	$	0.00		0.000000000	%	$	10,000,000.00		6.666666667	%
Barclays Bank PLC – New York Branch	$	10,000,000.00		20.000000000	%	$	0.00		0.000000000	%	$	10,000,000.00		6.666666667	%
Origin Bank	$	3,333,333.33		6.666666667	%	$	6,666,666.67		6.666666667	%	$	10,000,000.00		6.666666667	%
TOTAL	$	50,000,000.00		100.000000000	%	$	100,000,000.00		100.000000000	%	$	150,000,000.00		100.000000000	%

SCHEDULE 2.1 – Page 1

SCHEDULE 5.5

Litigation and Judgments

None.

SCHEDULE 5.9

Taxes

None.

SCHEDULE 5.13

Subsidiaries

Subsidiary	Jurisdiction of Incorporation	Holder	Percentage Owned	Type of Organization	Status
DBR REIT LLC	Delaware	DBR Land LLC	100% of common equity	Limited liability company	Restricted Subsidiary
Delaware Basin Ranches Inc.	Texas	DBR REIT LLC	100%	Corporation	Restricted Subsidiary
HH Operating LLC	Texas	Delaware Basin Ranches Inc.	100%	Limited liability company	Restricted Subsidiary
DBR Desert LLC	Delaware	DBR Land LLC	100%	Limited liability company	Restricted Subsidiary
DBR Reeves LLC	Delaware	DBR Land LLC	100%	Limited liability company	Restricted Subsidiary
DBR Solar LLC	Delaware	DBR Land LLC	100%	Limited liability company	Restricted Subsidiary
Pecos Renewables LLC	Delaware	DBR Land LLC	100%	Limited liability company	Restricted Subsidiary

SCHEDULE 5.27

Material Agreements

1. Water Facility and Access Agreement – North Ranch (the “WFAA”) dated as of October 15, 2021, between Borrower and WaterBridge Stateline LLC (“WBSL”).

2. Sand Lease dated as of January 1, 2022, between Borrower and EOG Resources, Inc.

3. Produced Water Facilities and Access Agreement (“PWFAA”) dated as of March 8, 2022, among Texas Pacific Resources LLC (“TPR”), Borrower, WBSL, and Delaware Basin Ranches Inc. (“DBR Inc.”).

4. Source Water Agreement (“SWA”) dated as of March 8, 2022, among Texas Pacific Water Resources LLC (“TPWR”), TPR, Borrower, and DBR Inc.

SCHEDULE 5.28

Affiliate Transactions

1. Amended & Restated Services Agreement dated as of February 27, 2019, among WaterBridge Resources LLC, WaterBridge Co-Invest LLC, WaterBridge Holdings LLC, Borrower and each of the other entities listed on Schedule I, Schedule II, and Schedule III thereto, as amended, amended and restated, supplemented or otherwise modified from time to time.

2. Arrangement between Borrower and Five Point Energy LLC whereby Five Point Energy LLC is reimbursed at cost by Borrower for Borrower’s usage of Geographic Information Systems (GIS) personnel and subscription costs and legal employee time.

3. WFAA, and all individual leases, easements, surface use agreements, and other agreements entered into between Borrower and WBSL pursuant to the WFAA.

4. Surface Use Agreement (Ramrod SWD Injection Site) dated as of July 7, 2022, between Borrower and WBSL.

5. Field Office Surface Lease dated as of April 12, 2023, between Borrower and WBSL.

6. PWFAA

7. SWA

8. Master Lease dated as of October 15, 2021, between Borrower and DBR Inc.

9. Surface Use Agreement (Desert Reclamation Facility) dated as of September 9, 2022, between DBR Desert LLC and Desert Reclamation LLC (“Desert Reclamation”).

10. Surface Use Agreement (Hawk and Dove Reclamation and Stationary Transfer Facilities) (No. 202201) dated as of January 14, 2022, between Borrower and Desert Reclamation, as amended by the Amendment to Surface Use Agreement dated as of June 14, 2022.

11. Surface Use Agreement (Safefill Pecos Facility) dated as of November 1, 2022, between DBR Reeves LLC and Safefill Pecos, LLC.

12. All easements, rights of way, and similar agreements existing as of the Effective Date and not executed in contemplation of the transactions evidenced by the Loan Documents, between Borrower and/or DBR Inc. and Stateline Water, LLC, including any extensions or renewals thereof.

13. All easements, rights of way, and similar agreements existing as of the Effective Date and not executed in contemplation of the transactions evidenced by the Loan Documents, between Borrower and/or DBR Inc. and WaterBridge Texas Midstream LLC, including any extensions or renewals thereof.

SHCEDULE 7.1

Existing Debt

None.

SCHEDULE 7.2

Existing Liens

None.

SCHEDULE 7.5

Existing Investments

None.

SCHEDULE 11.11

Notices

To the Administrative Agent:	Texas Capital Bank 2000 McKinney Avenue, Suite 1800 Dallas, TX 75201 Attn: Casey Lowary, Matt Sieber Email: casey.lowary@texascapitalbank.com, matt.sieber@texascapitalbank.com
With copies to (for Information purposes only):	Jackson Walker L.L.P. 2323 Ross Avenue, Suite 600 Dallas, TX 75201 Attn: Monica Messick Email: mmessick@jw.com
To the Lenders:	Barclays Bank PLC – New York Branch 400 Jefferson Park Whippany, NJ 07981 Attn: Gisella Ramirez Email: gisella.ramirez@barclays.com
	Goldman Sachs Bank USA 200 West Street New York, NY 10282 Attn: Mahesh Mohan Fax: 917-977-3966
	Origin Bank 9805 Katy Freeway, Suite 200 Houston, TX 77024 Attn: Scott Oswald, Vice President Email: soswald@origin.bank
	Capital Farm Credit, ACA 26611 Southwest Freeway Rosenberg, TX 77471 Phone: 713-299-5698 Attn: Robert Ward Email: Robert.Ward@capitalfarmcredit.com
	Wells Fargo Bank, N.A. 1000 Louisiana St., 12th Floor Houston, TX 77002 Attn: Emily Board Phone: 713-319-1930 Email: Emily.board@wellsfargo.com
	Texas Capital Bank 2000 McKinney Avenue, Suite 1800 Dallas, TX 75201 Attn: Casey Lowary, Matt Sieber Email: casey.lowary@texascapitalbank.com, matt.sieber@texascapitalbank.com

To the Borrower:	DBR Land LLC 5555 San Felipe Street, Suite 1200 Houston, TX 77056 Attention: Scott McNeely, Trey Mattson, Shannon Runzheimer Email: Scott.McNeely@h2obridge.com; Trey.Mattson@h2obridge.com; Shannon.Runzheimer@h2obridge.com
With copies to (for information purposes only):	White & Case LLP 609 Main Street, Suite 2900 Houston, TX 77002 Attention: Mark D. Holmes Email: Mark.Holmes@whitecase.com

EXHIBIT A

Assignment and Assumption

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]¹ Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]² Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]³ hereunder are several and not joint.]⁴ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit and guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

¹  For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

²  For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

³  Select as appropriate.

⁴  Include bracketed language if there are either multiple Assignors or multiple Assignees.

EXHIBIT A – Assignment and Assumption – Page 1

1. Assignor:      ⁵

Assignor [is] [is not] a Defaulting Lender.

2. Assignee:      ⁶

Assignee is an [Affiliate][Approved Fund] of [identify Lender].

3. Borrower: DBR Land LLC, a Delaware limited liability company (“Borrower”)

4. Administrative Agent: Texas Capital Bank, as the administrative agent under the Credit Agreement

5. Credit Agreement: Credit Agreement dated as of July 3, 2023 among the Borrower, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and Texas Capital Bank, as Administrative Agent and L/C Issuer

6. Assigned Interest[s]:

Facility Assigned7	Aggregate Amount of Commitment/Loans for all Lenders		Amount of Commitment/Loans Assigned8		Percentage Assigned of Commitment/Loans9
	$		$				%
	$		$				%

[7. Trade Date:      ]¹⁰

⁵  List each Assignor, as appropriate.

⁶  List each Assignee, as appropriate.

⁷  Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term Loan Commitment,” etc.)

⁸  Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁹  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

¹⁰  To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

EXHIBIT A – Assignment and Assumption – Page 2

8. Effective Date: [   ], 20[ ] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]11
[NAME OF ASSIGNOR]
By:
	Name:
	Title:

[NAME OF ASSIGNOR]
By:
	Name:
	Title:

ASSIGNEE[S]12
[NAME OF ASSIGNEE]
By:
	Name:
	Title:

[NAME OF ASSIGNEE]
By:
	Name:
	Title:

¹¹  Add additional signature blocks as needed.

¹²  Add additional signature blocks as needed.

EXHIBIT A – Assignment and Assumption – Page 3

[Consented to and]13Accepted:
TEXAS CAPITAL BANK,
as Administrative Agent
By:
	Name:
	Title:

[Consented to]:14
[NAME OF RELEVANT PARTY]
By:
	Name:
	Title:

¹³  To be added only if the consent of Administrative Agent is required by the terms of the Credit Agreement.

¹⁴  To be added only if the consent of the Borrower and/or other parties (e.g. L/C Issuer) is required by the terms of the Credit Agreement.

EXHIBIT A – Assignment and Assumption – Page 4

ANNEX 1

Standard Terms and Conditions for Assignment and Assumption

1.  Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2.  Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.8(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.8(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

ANNEX 1 – Standard Terms and Conditions for Assignment and Assumption, Page 1

2. Payments. From and after the Effective Date, Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the Laws of the State of Texas.

ANNEX 1 – Standard Terms and Conditions for Assignment and Assumption, Page 2

EXHIBIT B

Compliance Certificate

[   ], 20[ ]

FOR CALENDAR QUARTER/FISCAL YEAR ENDED      (the “Subject Period”)

ADMINISTRATIVE AGENT: Texas Capital Bank

BORROWER: DBR Land LLC, a Delaware limited liability company (“Borrower”)

This Compliance Certificate (this “Compliance Certificate”) is delivered under the Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of July 3, 2023 by and among the Borrower, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent. Capitalized terms used in this Compliance Certificate shall, unless otherwise indicated, have the meanings set forth in the Credit Agreement. The undersigned hereby certifies to Administrative Agent and Lenders as of the date hereof that:

(a) he/she is a Responsible Officer of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to Administrative Agent on behalf of the Borrower;

(b) he/she has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and financial condition of Borrower and its Subsidiaries on a consolidated basis during the Subject Period;

(c) during the Subject Period, to the best of his/her knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, attached hereto is a statement as to the nature thereof and the action which is proposed to be taken with respect thereto;

(d) the financial statements of the Borrower attached to this Compliance Certificate were prepared in accordance with GAAP, and fairly and accurately present in all material respects [(subject to year-end audit adjustments)],¹⁵ on a consolidated and consolidating basis, the financial condition and results of operations of the Borrower and its Restricted Subsidiaries as of the end of and for the Subject Period;

(e) [a][no] change in GAAP or in the application thereof has occurred since the date of the audited financial statements most recently delivered pursuant to Section 6.1(a) of the Credit Agreement [if any such change has occurred, attach a statement as to the nature thereof and specify the effect of such change on the financial statements accompanying this Compliance Certificate];

¹⁵  Parenthetical applies only to quarterly Compliance Certificates.

EXHIBIT B – Compliance Certificate – Page 1

(f) the Financial Covenant calculations, analyses and information set forth below are true and accurate on and as of the date of this Certificate and demonstrate compliance with the covenants set forth in Article 8 of the Credit Agreement;

(g) attached hereto are updates to all Schedules to the Security Documents to the extent that information contained in such Schedules has become inaccurate or incomplete since delivery thereof and such Schedules are required to be updated from time to time pursuant to the terms of the applicable Security Document;

(h) [as of the end of the fiscal [year] ending [date] and since [the Closing Date][the date of the last-delivered annual Compliance Certificate], (i) no material amendment or modification to any Material Agreement has been entered into, (ii) no Material Agreement has terminated or expired, and (iii) no new Material Agreement has been entered into;]

[as of the end of the fiscal [year] ending [date] and since [the Closing Date][the date of the last-delivered annual Compliance Certificate], [there has been a material amendment or modification to one or more Material Agreements][one or more Material Agreements has terminated or expired][one or more new Material Agreements has been entered into];] [if there has been a material amendment or modification to a Material Agreement or a new Material Agreement has been entered into, attach the relevant amendment, modification or new Material Agreement]¹⁶

(i) [as of the end of the fiscal [year][quarter] ending [date] and since [the Closing Date][the date last specified], there has been no change in the identity of any Subsidiaries;]

[as of the end of the fiscal [year][quarter] ending [date] and since [the Closing Date][the date last specified], a change has occurred in the identity of one or more Subsidiaries as specified below with a list of each such Subsidiary as a Restricted Subsidiary, Unrestricted Subsidiary, Loan Party, or Immaterial Subsidiary:

                                                          ;]

(j) [[since the date last specified, no Loan Party’s insurance coverage has changed in any material respect from that previously delivered to the Administrative Agent;]

¹⁶  The certification in this Clause (h) is only applicable to annual Compliance Certificates.

EXHIBIT B – Compliance Certificate – Page 2

[since the date last specified, one or more Loan Party’s insurance coverage has changed in a material respect from that previously delivered to the Administrative Agent as described below:

                                                         ;]

[if there has been such a change in insurance coverage, attach certificates evidencing the updated policy or policies]]¹⁷

(k) [set forth below is a description of [all actions, suits, and proceedings arising in the fiscal quarter ending [date] before any Governmental Authority or arbitrator affecting any Loan Party or any of its Restricted Subsidiaries which, if determined adversely to such Loan Party or such Restricted Subsidiary, could reasonably be expected to (x) result in liabilities of such Loan Party or such Restricted Subsidiary in excess of $5,000,000 or (y) have a Material Adverse Effect] [and] [one or more adverse changes arising in the fiscal quarter ending [date] in the status of actions, suits, and/or proceedings before any Governmental Authority or arbitrator that, taking into account the availability of any appeals, could reasonably be expected to increase materially the likelihood of a Material Adverse Effect resulting therefrom:

                                                        ; and]

(l) [set forth below is a description of new and/or terminated Affiliate Material Agreement entered into or terminated in the fiscal quarter ending [date]:

                                                         ;]

[Attach copies of (i) any management letters or written reports submitted to Borrower or any of its Restricted Subsidiaries by independent certified public accountants with respect to the business, condition (financial or otherwise), operations, prospects, or Properties of Borrower or any of its Restricted Subsidiaries in the most recently ended fiscal quarter, and (ii) any amendment, restatement, supplement or other modification to any of the Constituent Documents of any Loan Party or any of its Restricted Subsidiaries in the most recently ended fiscal quarter.]

In Compliance as of

End of Subject Period

(Please Indicate)

Leverage Ratio                                            Yes    No  

Maximum of 3.50* (or, following a Qualified IPO, 4.00*) to 1.00 at end of Subject Period (Defined as the ratio of (a) (i) all Funded Debt of Borrower and its Restricted Subsidiaries, on a consolidated basis in accordance with GAAP, as of such date, minus (ii) the lesser of $10,000,000 or the amount of unrestricted cash of the Loan Parties that is held in accounts maintained at Texas Capital Bank (or any other financial institution to the extent such account is subject to an Account Control Agreement) on such date, to (b) EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis in accordance with GAAP).

¹⁷  The certification in this Clause (j) is only applicable to annual Compliance Certificates.

EXHIBIT B – Compliance Certificate – Page 3

	÷		=
Funded Debt (with certain deductions)		EBITDA

*Subject to a 0.50 Leverage Step-Up in connection with certain Qualified Acquisitions under the terms and conditions set forth in Section 8.1 of the Credit Agreement. Has Borrower consummated a Qualified Acquisition during the Subject Period or its immediately preceding two fiscal quarters?	Yes	No
If Yes, is Borrower otherwise entitled to the benefit of a Leverage Step-Up under the terms of Section 8.1 of the Credit Agreement?	Yes	No
Interest Coverage Ratio (Only tested after the consummation of a Qualified IPO)	Yes	No

Minimum of 2.75 to 1.00 at end of the Subject Period (Defined as (a) EBITDA to (b) Cash Interest Expense for Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP).

			=
EBITDA	÷	Cash Interest Expense
Debt Service Coverage Ratio (Only tested until the consummation of a Qualified IPO, commencing with the quarter ending June 30, 2023)				Yes	No

Minimum of 1.25 to 1.00 at end of the Subject Period (Defined as (a) EBITDA to (b) Debt Service for Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP).

			=
EBITDA	÷	Debt Service

[Signature Page Follows]

EXHIBIT B – Compliance Certificate – Page 4

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of the date first written above.

BORROWER:
DBR LAND LLC, a Delaware limited liability company
By:
Name:
Title:

EXHIBIT B – Compliance Certificate – Page 5

EXHIBIT C

Revolving Credit Borrowing Request

Date:    ,  

To:  Texas Capital Bank, as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement dated as of July 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement;” the terms defined therein and not otherwise defined herein being used herein as therein defined), among DBR Land LLC, a Delaware limited liability company (“Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto, and Texas Capital Bank, as Administrative Agent and L/C Issuer.

The undersigned hereby requests (select one):

☐ A Borrowing of Revolving Credit Loans

  Borrowing to be funded into Texas Capital Bank Account No.

☐ A conversion of Revolving Credit Borrowings

☐ A continuation of Revolving Credit Borrowings

1. On      (a Business Day).

2. In the amount of $  

3. Comprised of           ¹⁸

(Type of Loans requested)

4. For Term SOFR Borrowing: with an Interest Period of [one]/[three]/[six] month[s].¹⁹

The Borrower hereby represents and warrants that the conditions specified in Section 4.2 of the Credit Agreement shall be satisfied on and as of the date of the requested Borrowing.

¹⁸  Specify Base Rate Borrowing or Term SOFR Borrowing

¹⁹  Under Section 2.1(g) of the Credit Agreement, there shall not be more than five (5) Interest Periods in effect with respect to Term SOFR Borrowings. No Interest Period can extend beyond the Maturity Date.

EXHIBIT C – Borrowing Request – Page 1

BORROWER:
DBR LAND LLC, a Delaware limited liability company
By:
Name:
Title:

EXHIBIT C – Borrowing Request – Page 2

EXHIBIT D

Revolving Credit Note

$    , 20 

FOR VALUE RECEIVED, DBR Land LLC, a Delaware limited liability company (“Borrower”), hereby promises to pay to [     ] (“Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal sum of [      AND XX/100 DOLLARS ($  )] or so much thereof as may be advanced by Lender from time to time to or for the benefit or account of Borrower under that certain Credit Agreement dated as of July 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among Borrower, the other Loan Parties from time to time party thereto, the lenders from time to time party thereto, and Texas Capital Bank, as Administrative Agent (in such capacity, “Administrative Agent”) and L/C Issuer.

Borrower promises to pay interest on the unpaid principal amount of this Revolving Credit Note (this “Note”) from the date hereof until the Revolving Loans made by Lender are paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to Administrative Agent for the account of Lender in Dollars in immediately available funds at Administrative Agent’s Principal Office. If any amount is not paid in full when due hereunder, then such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement subject to the terms and conditions provided therein.

This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of any Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Revolving Loans made by Lender shall be evidenced by an account maintained by Lender in the ordinary course of business. Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto.

To the fullest extent permitted by law, Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

EXHIBIT D – Revolving Credit Note – Page 1

THIS NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (WITHOUT REFERENCE TO APPLICABLE RULES OF CONFLICTS OF LAWS).

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOLLOWS

EXHIBIT D – Revolving Credit Note – Page 2

IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has duly executed this Note as of the day and year first written above.

BORROWER:
DBR LAND LLC, a Delaware limited liability company
By:
Name:
Title:

EXHIBIT D – Revolving Credit Note – Page 3

EXHIBIT E

Term Loan Borrowing Request

Date:    ,  

To:  Texas Capital Bank, as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement dated as of July 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement;” the terms defined therein and not otherwise defined herein being used herein as therein defined), among DBR Land LLC, a Delaware limited liability company (“Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto, and Texas Capital Bank, as Administrative Agent and L/C Issuer.

The undersigned hereby requests (select one):

☐ A Borrowing of Term Loans

  Borrowing to be funded into Texas Capital Bank Account No.   

☐ A conversion of Term Loan Borrowings

☐ A continuation of Term Loan Borrowings

1. On      (a Business Day).

2. In the amount of $  

3. Comprised of           ²⁰

(Type of Loans requested)

4. For Term SOFR Borrowing: with an Interest Period of [one]/[three]/[six] month[s].²¹

The Borrower hereby represents and warrants that the conditions specified in Section 4.2 of the Credit Agreement shall be satisfied on and as of the date of the requested Borrowing.

²⁰  Specify ABR Borrowing or Term SOFR Borrowing

²¹  Under Section 2.1(g) of the Credit Agreement, there shall not be more than five (5) Interest Periods in effect with respect to Term SOFR Borrowings. No Interest Period can extend beyond the Maturity Date.

EXHIBIT E – Borrowing Request – Page 1

BORROWER:
DBR LAND LLC, a Delaware limited liability company
By:
Name:
Title:

EXHIBIT E – Borrowing Request – Page 2

EXHIBIT F

Term Loan Note

$      , 20  

FOR VALUE RECEIVED, DBR Land LLC, a Delaware limited liability company (“Borrower”), hereby promises to pay to [     ] (“Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal sum of [     AND XX/100 DOLLARS ($  )] or so much thereof as may be advanced by Lender from time to time to or for the benefit or account of Borrower under that certain Credit Agreement dated as of July 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among Borrower, the other Loan Parties from time to time party thereto, the lenders from time to time party thereto, and Texas Capital Bank, as Administrative Agent (in such capacity, “Administrative Agent”) and L/C Issuer.

Borrower promises to pay interest on the unpaid principal amount of this Term Loan Note (this “Note”) from the date hereof until the Term Loans made by Lender are paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to Administrative Agent for the account of Lender in Dollars in immediately available funds at Administrative Agent’s Principal Office. If any amount is not paid in full when due hereunder, then such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement subject to the terms and conditions provided therein.

This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of any Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. The Term Loans made by Lender shall be evidenced by an account maintained by Lender in the ordinary course of business. Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto.

To the fullest extent permitted by law, Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

EXHIBIT F – Term Loan Note – Page 1

THIS NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (WITHOUT REFERENCE TO APPLICABLE RULES OF CONFLICTS OF LAWS).

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOLLOWS

EXHIBIT F – Term Loan Note – Page 2

IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has duly executed this Note as of the day and year first written above.

BORROWER:

DBR LAND LLC,

a Delaware limited liability company

By:

Name:

Title:

EXHIBIT F – Term Loan Note – Page 3

EXHIBIT G-1

U.S. Tax Compliance Certificate

(For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of July 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DBR Land LLC, a Delaware limited liability company (“Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto, and Texas Capital Bank, as Administrative Agent and L/C Issuer.

Pursuant to the provisions of Section 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished Administrative Agent and Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN (or W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and Administrative Agent, and (2) the undersigned shall have at all times furnished Borrower and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
By:
	Name:
	Title:
Date:      , 20

EXHIBIT G-1 – U.S. Tax Compliance Certificate – Page 1

EXHIBIT G-2

U.S. Tax Compliance Certificate

(For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of July 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DBR Land LLC, a Delaware limited liability company (“Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto, and Texas Capital Bank, as Administrative Agent and L/C Issuer.

Pursuant to the provisions of Section 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to any Loan Party as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN (or W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:
Date:      , 20

EXHIBIT G-2 – U.S. Tax Compliance Certificate – Page 1

EXHIBIT G-3

U.S. Tax Compliance Certificate

(For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of July 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DBR Land LLC, a Delaware limited liability company (“Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto, and Texas Capital Bank, as Administrative Agent and L/C Issuer.

Pursuant to the provisions of Section 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8ECI, IRS Form W-8BEN (or W-8BEN-E, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or W-8BEN-E, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:
Date:      , 20

EXHIBIT G-3 – U.S. Tax Compliance Certificate – Page 1

EXHIBIT G-4

U.S. Tax Compliance Certificate

(For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of July 3, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DBR Land LLC, a Delaware limited liability company (“Borrower”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto, and Texas Capital Bank, as Administrative Agent and L/C Issuer.

Pursuant to the provisions of Section 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished Administrative Agent and Borrower with IRS Form W- 8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) IRS Form W-8ECI, an IRS Form W-8BEN (or W- 8BEN-E, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or W-8BEN-E, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and Administrative Agent, and (2) the undersigned shall have at all times furnished Borrower and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[Signature Page Follows]

EXHIBIT G-4 – U.S. Tax Compliance Certificate – Page 1

[NAME OF LENDER]
By:
	Name:
	Title:
Date:      , 20

EXHIBIT G-4 – U.S. Tax Compliance Certificate – Page 2

EXHIBIT H

Joinder Agreement

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Joinder Agreement”) is entered into as of    , 202 , by the undersigned (the “Additional Loan Party”), in favor of TEXAS CAPITAL BANK, for the benefit of the Secured Parties, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) under that certain Credit Agreement dated as of July 3, 2023 (as same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among DBR Land LLC, a Delaware limited liability company (“Borrower”), the other Loan Parties from time to time party thereto, the Administrative Agent and the Lenders from time to time party thereto. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

The Additional Loan Party and the Administrative Agent, for the benefit of the Secured Parties, hereby agree as follows:

1. Additional Guarantor. The Additional Loan Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Additional Loan Party will be deemed to be a party to the Credit Agreement as a “Guarantor” for all purposes of the Credit Agreement (including the Guaranty in Article 12 of the Credit Agreement), and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Additional Loan Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this Section 1, the Additional Loan Party hereby, jointly and severally with the other Guarantors, unconditionally, absolutely and irrevocably guarantees to the Secured Parties, as provided in the Guaranty, the due and punctual payment at maturity, whether by acceleration or otherwise, and the due fulfillment and performance of the Obligations. The Additional Loan Party is jointly and severally liable for the full payment and performance of the Obligations as a primary obligor.

2. Joinder Documents. In accordance with Section 6.13 of the Credit Agreement, the Additional Loan Party is, simultaneously with the execution of this Joinder Agreement, (a) executing and delivering such Security Documents (or joinders or assumptions thereto) as requested by the Administrative Agent in accordance with the Credit Agreement and (b) delivering such other documents and instruments as the Administrative Agent may require in its sole discretion, including appropriate favorable opinions of counsel to the Additional Loan Party in form, content and scope reasonably satisfactory to the Administrative Agent.

3. Address for Notice Purposes. The address of the Additional Loan Party for purposes of all notices and other communications is set forth on the signature page hereof.

EXHIBIT H – Form of Joinder Agreement – Page 1

4. Waiver of Acceptance. To the fullest extent permitted by law, the Additional Loan Party hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the Additional Loan Party under the Guaranty upon the execution of this Joinder Agreement by the Additional Loan Party.

5. Representations and Warranties. The Additional Loan Party hereby represents and confirms that the representations and warranties set forth in the Loan Documents which are applicable to the Guarantors are true and correct with respect to the Additional Loan Party on and as of the date hereof (and after giving effect hereto), as if set forth herein in their entirety.

6. Severability. Any provision of this Joinder Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Joinder Agreement and the effect thereof shall be confined to the provision held to be invalid or illegal.

7. Counterparts. This Joinder Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Joinder Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile or other electronic transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Joinder Agreement.

8. Governing Law. This Joinder Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Joinder Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the Laws of the State of Texas (without reference to applicable rules of conflicts of laws).

9. Loan Document. This Joinder Agreement is a Loan Document for all purposes and each reference in any Loan Document to the Credit Agreement or the Guaranty shall mean the Credit Agreement or the Guaranty, as applicable, as supplemented by this Joinder Agreement.

10. ENTIRE AGREEMENT. THIS JOINDER AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Remainder of page intentionally left blank. Signature pages follow.]

EXHIBIT H – Form of Joinder Agreement – Page 2

IN WITNESS WHEREOF, the undersigned Additional Loan Party and Administrative Agent have executed this Joinder Agreement as of the date first above written.

ADDITIONAL LOAN PARTY:

By:

Name:

Title:

Address for notices:

Attn:                         

Facsimile:                       

E-mail:                        

EXHIBIT H – Form of Joinder Agreement – Page 3

ACCEPTED BY:

TEXAS CAPITAL BANK, as Administrative Agent

By:

Name:

Title:

EXHIBIT H – Form of Joinder Agreement – Page 4

EXHIBIT I

Free Cash Flow Usage Certificate

[   ], 20[ ]

ADMINISTRATIVE AGENT: Texas Capital Bank

BORROWER: DBR Land LLC, a Delaware limited liability company (“Borrower”)

This Free Cash Flow Usage Certificate is delivered under the Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of July 3, 2023 by and among the Borrower, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent. Capitalized terms used in this Compliance Certificate shall, unless otherwise indicated, have the meanings set forth in the Credit Agreement. The undersigned hereby certifies to Administrative Agent and Lenders as of the date hereof that:

1. Set forth below is a true and accurate calculation of Free Cash Flow for the most recently ended Test Period (which ended on    , 20  ):

(a) (i) EBITDA (without giving effect to any Cure Amounts or adjustments for Material Acquisitions, Material Dispositions or Material Project EBITDA Adjustments);	$
(ii) minus Cash Interest Expense for such period;	($   )
(iii) minus mandatory principal payments made or required to be made in respect of any Debt incurred or made by the Borrower and its consolidated Restricted Subsidiaries during such period;	($   )
(iv) minus the amount of all maintenance capital expenditures for such period;	($   )
(v) minus the aggregate amount of all Restricted Payments made pursuant to Sections 7.4(c) and (d) during such period;	($   )
(b) plus any amounts that were permitted to be distributed during such previous period under Sections 7.4(e) (and which amounts were not subsequently distributed by the Borrower pursuant to Sections 7.4(e)).	$
Free Cash Flow	$

EXHIBIT I – Free Cash Flow Usage Certificate – Page 1

2. The aggregate amount of all Restricted Payments made pursuant to Section 7.4(e) of the Credit Agreement during the three most recently completed Free Cash Flow Usage Periods and the current Free Cash Flow Usage Period are set forth below:

Free Cash Flow Usage Period	Restricted Payments Made
FCF Usage Period ended    , 202	$
FCF Usage Period ended    , 202	$
FCF Usage Period ended    , 202	$
Current FCF Usage Period	$
Total	$

3. Set forth below is a description (including without limitation the total amount) of the proposed Restricted Payment or investment:

4. After giving effect to such Restricted Payment or investment, as applicable, Distributable Free Cash Flow will be greater than or equal to $0.

EXHIBIT I – Free Cash Flow Usage Certificate – Page 2

IN WITNESS WHEREOF, the undersigned has executed this Free Cash Flow Usage Certificate as of the date first written above.

BORROWER:

DBR LAND LLC,

a Delaware limited liability company

By:

Name:

Title:

EXHIBIT I – Free Cash Flow Usage Certificate – Page 3

EX-10.8

Exhibit 10.8

FIRST AMENDMENT TO CREDIT AGREEMENT

This First 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, the New Lenders (as defined below) that are signatories hereto, the Exiting Lender (as defined below) solely for the purposes set forth in Section 6 of this Amendment, 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, HH OPERATING, LLC, a Texas limited liability company, as a Guarantor, DBR SOLAR LLC, a Delaware limited liability company, as a Guarantor, and PECOS RENEWABLES LLC, a Delaware limited liability company, as a Guarantor, and is dated May 10, 2024 (the “First 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 has requested that the Lenders amend the Existing Credit Agreement and increase the aggregate Revolving Credit Commitment and the aggregate Term Loan Commitment to finance Borrower’s acquisition of certain real property in Texas and New Mexico, and that in connection with such increase, one or more additional financial institutions identified by the Arranger in consultation with Borrower (the “New Lenders”) be admitted as additional Lenders under the Credit Agreement; and

WHEREAS, Origin Bank is a Lender (the “Exiting Lender”) under the Credit Agreement and no longer desires to be a Lender thereunder, and has requested that 100% of its existing Commitments and Loans be assigned and reallocated to the other Lenders (including the New Lenders) as set forth herein; and

WHEREAS, the Lenders are willing to amend the Existing Credit Agreement and agree to such increase, assignment and reallocation 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 (including the New Lenders) hereby agree as follows:

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

1

2. 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 First Amendment Effective Date:

(a) 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;

(b) Schedule 2.1, Schedule 5.27, Schedule 5.28 and Schedule 11.11 to the Existing Credit Agreement are hereby amended and restated in their respective entireties as set forth on Schedule 2.1, Schedule 5.27, Schedule 5.28 and Schedule 11.11 attached to this Amendment;

(c) Exhibit B to the Existing Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit B attached to this Amendment; and

(d) the aggregate Term Loan Commitments are hereby increased to $350,000,000 and the aggregate Revolving Credit Commitments are hereby increased to $75,000,000.

3. Conditions to Effectiveness. This Amendment shall be effective as of the First 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:

(a) First Amendment to Credit Agreement. Counterparts of this Amendment executed by Borrower, the Guarantors, Holdings, Administrative Agent and the Lenders (including the New Lender and the Exiting Lender);

(b) Officer’s Certificate. A certificate of a Responsible Officer of each Loan Party and (in the case of clauses (i) through (iii)) Holdings certifying:

(i) 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;

(ii) that there have been no changes to the incumbency or governing documents of such Person from those certified to Administrative Agent on July 3, 2023;

(iii) copies of 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; and

(iv) that true and complete copies of all Material Agreements executed since those described on Schedule 5.27 to the Existing Credit Agreement have been provided to Administrative Agent;

(c) Notes. Substitute Notes executed by Borrower in favor of each Lender requesting Notes;

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

2

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

(f) 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;

(g) Lien Searches. The results of UCC searches showing all financing statements and other documents or instruments on file against each Loan Party, Holdings and each seller of the property described in clause (i) below 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;

(h) 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 First Amendment Effective Date, in form and substance satisfactory to Administrative Agent, with respect to such matters as Administrative Agent may reasonably request;

(i) Real Property Acquisition Matters. With respect to (x) the property commonly known as the Frying Pan Ranch located in Loving and Winkler Counties, Texas and Lea County, New Mexico, (y) the property commonly known as the Orla Ranches (including Grobe, Blocker and Willis) located in Lea County, New Mexico, and (z) the property commonly known as the Speed Ranch located in Andrews County, Texas and Lea County, New Mexico, each of the following:

(i) with respect to the Frying Pan Ranch acquisition, documentation acceptable to Administrative Agent of Borrower’s assignment of its right and obligation to acquire the “Water Property” (as defined and described in the Purchase and Sale Contract between Borrower, D. K. Boyd and D. K. Boyd Oil and Gas Co., Inc. pertaining to such ranch) to one or more of its Affiliates, to be effective prior to Borrower’s closing of its acquisition of the remaining assets comprising such ranch;

(ii) for properties not already owned by Borrower prior to the First Amendment Effective Date, evidence of the assignment of such property into Borrower being made substantially contemporaneously with the closing of this Amendment and the advance of the initial funds hereunder, all pursuant to documentation and closing logistics acceptable to Administrative Agent;

(iii) one or more proforma commitments for mortgagee title insurance policies in favor of Administrative Agent with respect thereto (or such portion thereof as Administrative Agent may agree), with coverage of not less than (A) $274,970,000 in aggregate commitment amounts in the case of the Frying Pan Ranch (which may allocated among the commitments for specific counties in such portions as Administrative Agent may reasonably agree), (B) $10,000 in the case of the Orla Ranches, and (C) $20,000 in aggregate commitment amounts in the case of the Speed Ranch (which may allocated among the commitments for specific counties in such portions as Administrative Agent may reasonably agree), and otherwise reasonably satisfactory in form and substance to Administrative Agent (but subject to no outstanding mortgage or deed of trust encumbrances other than those, if any, that are being released contemporaneously with the closing of Borrower’s acquisition of the affected property), with such policies to be issued promptly following the First Amendment Effective Date;

3

(iv) Mortgages duly executed and notarized by Borrower, granting to Administrative Agent first and prior liens in such property (subject to Permitted Liens), with sufficient original counterparts delivered to the appropriate title companies to facilitate simultaneous recordation by such title companies in all relevant jurisdictions, together with such local counsel opinions as Administrative Agent may reasonably require with respect thereto; and

(v) such appraisals, surveys, environmental assessment reports and other documentation, if any, as Administrative Agent may reasonably request;

(j) Existing Mortgages. With respect to the existing Mortgages and the real property encumbered thereby, such amendments to or amendments and restatements thereof as Administrative Agent may reasonably request to reflect the terms of this Amendment, the substitution of the initial trustee under such Mortgages and such other updates and clarifications thereto as Administrative Agent may reasonably request, duly executed and notarized by the relevant Loan Parties and in sufficient original counterparts to facilitate simultaneous recordation in all relevant jurisdictions (provided that such originals may be delivered on a post-closing basis to the extent provided below);

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

(l) Closing Fees and Interest. Evidence that all fees required to be paid to Administrative Agent and/or the Lenders on or before the First Amendment Effective Date (including those contemplated by the Fee Letter required by clause (d) preceding) and all interest accrued on the Loans through and including the day immediately preceding the First Amendment Effective Date have been paid or will be paid out of the proceeds of the First Amendment Effective Date Loans;

(m) 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 First Amendment Effective Date, shall have been paid in full by Borrower or will be paid out of the proceeds of the First Amendment Effective Date Loans;

(n) Legal Due Diligence. Administrative Agent, Title Agent and their respective counsel shall have completed all business, legal and regulatory due diligence, the results of which shall be satisfactory to Administrative Agent and Title Agent in their respective sole discretion; and

(o) Additional Documentation. Such additional approvals, opinions, or documents as Administrative Agent or its legal counsel may reasonably request.

Administrative Agent may accept pdfs of executed versions of the above agreements and instruments for purposes of closing (other than the additional Mortgages to be delivered pursuant to Section 3(i)(iv) above), 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

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First 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 First 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.

4. New Lenders, Exiting Lender and Reallocation of Commitments. The Lenders have agreed among themselves to reallocate and modify the Commitments, the Applicable Percentages, the Term Loans and the Revolving Credit Exposures; to allow certain New Lenders to become parties to the Credit Agreement as Lenders by acquiring an interest in the Commitments, the Applicable Percentages, the Term Loans and the Revolving Credit Exposures; to allow certain Lenders to increase their respective Commitments, Applicable Percentages, Term Loans and Revolving Credit Exposure (each Lender whose Applicable Percentage increases being an “Increasing Lender”); and to allow certain Lenders (including the Exiting Lender) to decrease their respective Commitments, Applicable Percentages, Term Loans and Revolving Credit Exposures (each Lender whose Applicable Percentage decreases being a “Decreasing Lender”). Each of Administrative Agent and Borrower hereby consents to (a) the reallocation of the Commitments, the Applicable Percentages, the Term Loans and the Revolving Credit Exposures and (b) each New Lender’s and each Increasing Lender’s acquisition of an interest or an additional interest in the Commitments, Applicable Percentages, Term Loans and Revolving Credit Exposures. The assignments by the Decreasing Lenders necessary to effect the reallocation of the Commitments, Applicable Percentages, Term Loans and Revolving Credit Exposures and the assumptions by the New Lenders and the Increasing Lenders necessary for the New Lenders and Increasing Lenders to acquire such interests are hereby consummated pursuant to the terms and provisions of this Section 4, Section 5 below and Section 11.8(b) of the Credit Agreement; provided that (i) Administrative Agent hereby waives the $3,500 processing fee set forth in Section 11.8(b)(iv) of the Credit Agreement with respect to such assignments and assumptions, and (ii) any New Lender that is a Foreign Lender shall have delivered to Borrower (with a copy to Administrative Agent) the documentation required pursuant to Section 3.4 of the Credit Agreement. On the First Amendment Effective Date and after giving effect to such assignments and assumptions and the related increases contemplated by Section 2 of this Amendment, the Applicable Percentage and Commitment of each Lender shall be as set forth on Schedule 2.1 as amended by this Amendment. The Lenders (including the New Lenders but excluding the Exiting Lender) shall make such payments to Administrative Agent on the First Amendment Effective Date as are necessary for Administrative Agent to advance all Borrowings requested by Borrower to be made on such date (subject to satisfaction of all conditions precedent thereto) and to facilitate all cross-Lender payments by Administrative Agent that are necessary for (i) each Term Loan Lender’s resulting Term Loan Outstanding Amount to be equal to its Term Loan Commitment reflected on Schedule 2.1 attached to this Amendment (or in the case of the Exiting Lender, to be equal to $0), and (ii) each Revolving Credit Lender’s Outstanding Amount of Revolving Credit Loans and L/C Obligations to be in proportion to its Applicable Percentage of the aggregate Revolving Credit Commitments (or in the case of the Exiting Lender, to be equal to $0). The Lenders hereby waive any right to compensation under Section 3.5 of the Credit Agreement solely as a result of the reallocation contemplated hereby. With respect to the foregoing assignments and assumptions, in

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the event of any conflict between this Section 4 and Section 11.8(b) of the Credit Agreement, this Section 4 shall control. Each New Lender (w) confirms that a copy of the Existing Credit Agreement and the other applicable Loan Documents, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and make its Commitment, have been made available to such New Lender; (x) agrees that it will, independently and without reliance upon Administrative Agent or any other Lender or agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or the other applicable Loan Documents, including this Amendment; (y) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (z) acknowledges and agrees that upon the First Amendment Effective Date, such New Lender shall be a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.

5. Assignment. For an agreed consideration and in substitution for the Assignment and Assumption referred to in Section 11.8 of the Credit Agreement, each Assignor hereby irrevocably sells and assigns to the respective Assignees as of the First Amendment Effective Date, and each Assignee hereby irrevocably purchases and assumes from the respective Assignors as of the First Amendment Effective Date, subject to and in accordance with the Credit Agreement and the “Standard Terms and Conditions for Assignment and Assumption” (herein so called) attached to the form of Assignment and Assumption which is in turn attached as an Exhibit to the Credit Agreement (except to the extent of any direct conflict between such terms and this Amendment, in which case this Amendment shall govern), (i) all of the respective Assignors’ rights and obligations under the respective facilities described in the Credit Agreement, in their respective capacities as Lenders under the Credit Agreement and any other documents or instruments delivered pursuant thereto, to the extent exceeding the amount and percentage interest set forth on Schedule 2.1 of the Credit Agreement as amended hereby and (ii) to the extent permitted to be assigned under applicable Law and related to the interests assigned under clause (i) preceding, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by any Assignor to any Assignee pursuant to clauses (i) and (ii) above being collectively referred to herein and in the Standard Terms and Conditions for Assignment and Assumption incorporated herein by reference as an “Assigned Interest”); provided, however, that for the avoidance of doubt, the Assigned Interest excludes any Bank Products, Bank Product Agreements, Hedging Agreements and Swap Obligations that may exist between any Assignor and Borrower or any other Loan Party. Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in the Standard Terms and Conditions for Assignment and Assumption, without representation or warranty by any Assignor. The term “Assignor” means each Decreasing Lender; and the term “Assignee” means each New Lender and each Increasing Lender. From and after the First Amendment Effective Date, Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees and other amounts) to the relevant Assignor(s) for amounts which have accrued to but excluding the First Amendment Effective Date and to the relevant

6

Assignee(s) for amounts which have accrued from and after the First Amendment Effective Date (provided that the Exiting Lender shall not be entitled to payment of any amounts on or after the First Amendment Effective Date other than the principal repayments to Exiting Lender contemplated by Section 4 preceding together with accrued interest thereon).

6. Exiting Lender. By its execution of this Amendment, the Exiting Lender hereby (a) consents to this Amendment in its capacity as a “Lender” under the Credit Agreement solely for purposes of Section 11.10 of the Credit Agreement, and (b) acknowledges and agrees to Section 4 and Section 5 of this Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 4 and Section 5 hereof, including upon receipt by the Exiting Lender of an amount equal to all unpaid principal and interest in respect of outstanding Loans owing to the Exiting Lender under the Credit Agreement and the other Loan Documents, (i) the Exiting Lender shall cease with immediate effect to be a party to, and a Lender under, the Credit Agreement and the other Loan Documents, (ii) the Exiting Lender shall not have any obligations or liabilities under the Credit Agreement with respect to the period from and after the First Amendment Effective Date and, without limiting the foregoing, the Exiting Lender shall not have any Commitments under the Credit Agreement and (iii) the Exiting Lender shall not have any rights under the Credit Agreement or any other Loan Document; provided that the rights under the Credit Agreement expressly stated to survive the assignment of rights by Lenders, the termination of the Credit Agreement or the repayment of amounts outstanding thereunder shall survive for the benefit of the Exiting Lender.

7. 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 3(j) of this Amendment.

8. 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.

9. 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.

10. 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, (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 may be increased from time to time pursuant to the increased 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

7

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.

11. 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.

12. 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.

13. 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.

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14. 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]

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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:	Senior Vice President, Finance
GUARANTORS:
DBR REIT LLC
DBR DESERT LLC
DBR REEVES LLC
DELAWARE BASIN RANCHES INC.
HH OPERATING, LLC
DBR SOLAR LLC
PECOS RENEWABLES LLC
By:	/s/ Scott McNeely
Print:	Scott McNeeley
Title:	Senior Vice President, Finance

Signature Page - First Amendment to Credit Agreement

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

Signature Page - First Amendment to Credit Agreement

TEXAS CAPITAL BANK, as a Lender
By:	/s/ Jared Mi1ls
Print:	Jared Mi1ls
Title:	Managing Director

Signature Page - First Amendment to Credit Agreement

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

Signature Page - First 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 - First Amendment to Credit Agreement

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

Signature Page - First Amendment to Credit Agreement

WELLS FARGO BANK, N.A., as a Lender
By:	/s/ Andrew Ostrov
Print:	Andrew Ostrov
Title:	Executive Director

Signature Page - First Amendment to Credit Agreement

CADENCE BANK, as New Lender
By:	/s/ Michael Magee, Jr.
Print:	Michael Magee, Jr.
Title:	Senior Vice President

Signature Page - First Amendment to Credit Agreement

ORIGIN BANK, as Exiting Lender
By:	/s/ Scott Oswald
Print:	Scott Oswald
Title:	Vice President

Signature Page - First 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:	Senior Vice President, Finance

Signature Page - First Amendment to Credit Agreement

SCHEDULE 2.1

Commitments and Applicable Percentages

Lender	Revolving Credit Commitment		RCC Applicable Percentage			Term Loan Commitment		TLC Applicable Percentage			Total Commitment		Total Credit Exposure Percentage
Texas Capital Bank	$	20,000,000.00		26.666666667	%	$	25,000,000.00		7.142857143	%	$	45,000,000.00		10.588235294	%
Wells Fargo Bank, N.A.	$	10,000,000.00		13.333333333	%	$	35,000,000.00		10.000000000	%	$	45,000,000.00		10.588235294	%
Capital Farm Credit, ACA	$	5,000,000.00		6.666666667	%	$	265,000,000.00		75.714285714	%	$	270,000,000.00		63.529411764	%
Goldman Sachs Bank USA	$	15,000,000.00		20.000000000	%	$	0.00		0.000000000	%	$	15,000,000.00		3.529411765	%
Barclays Bank PLC	$	15,000,000.00		20.000000000	%	$	0.00		0.000000000	%	$	15,000,000.00		3.529411765	%
Cadence Bank	$	10,000,000.00		13.333333333	%	$	25,000,000.00		7.142857143	%	$	35,000,000.00		8.235294118	%
TOTAL	$	75,000,000.00		100.000000000	%	$	350,000,000.00		100.000000000	%	$	425,000,000.00		100.000000000	%

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SCHEDULE 5.27

Material Agreements

1. Water Facility and Access Agreement – North Ranch (the “WFAA”) dated as of October 15, 2021, between Borrower and WaterBridge Stateline LLC (“WBSL”).

2. Sand Lease dated as of January 1, 2022, between Borrower and EOG Resources, Inc., as amended by that certain Amendment of Sand Lease dated as of January 1, 2022.

3. Produced Water Facilities and Access Agreement (“PWFAA”) dated as of March 8, 2022, among Texas Pacific Resources LLC (“TPR”), Borrower, WBSL, and Delaware Basin Ranches Inc. (“DBR Inc.”).

4. Source Water Agreement (“SWA”) dated as of March 8, 2022, among Texas Pacific Water Resources LLC (“TPWR”), TPR, Borrower, and DBR Inc.

5. Sand Mining Lease dated as of April 10, 2024, between Borrower and Black Mountain Land Company LP.

6. Partial Assignment & Assumption Agreement dated as of May 9, 2024, between Borrower and WBSL.

7. Produced Water Facilities and Access Agreement – East Ranches dated May 10, 2024, between Borrower and WBSL.

8. Fresh Water Facilities and Access Agreement – East Ranches dated May 10, 2024, between Borrower and WBSL.

21

SCHEDULE 5.28

Affiliate Transactions

1. Amended & Restated Services Agreement dated as of February 27, 2019, among WaterBridge Resources LLC, WaterBridge Co-Invest LLC, WaterBridge Holdings LLC, Borrower and each of the other entities listed on Schedule I, Schedule II, and Schedule III thereto, as amended, amended and restated, supplemented or otherwise modified from time to time.

2. Arrangement between Borrower and Five Point Energy LLC whereby Five Point Energy LLC is reimbursed at cost by Borrower for Borrower’s usage of Geographic Information Systems (GIS) personnel and subscription costs and legal employee time.

3. WFAA, and all individual leases, easements, surface use agreements, and other agreements entered into between Borrower and WBSL pursuant to the WFAA.

4. Surface Use Agreement (Ramrod SWD Injection Site) dated as of July 7, 2022, between Borrower and WBSL.

5. Field Office Surface Lease dated as of April 12, 2023, between Borrower and WBSL.

6. PWFAA

7. Surface Use Agreement (Desert Reclamation Facility) dated as of September 9, 2022, between DBR Desert LLC and Desert Reclamation LLC (“Desert Reclamation”), as amended by that certain Amendment to Surface Use Agreement (Desert Reclamation Facility) dated as of August 1, 2023.

8. Surface Use Agreement (Desert Reclamation Closure Fill Material Lease) entered into as of October 2, 2023 and effective as of September 9, 2022, between Borrower and Desert Reclamation.

9. Non-Exclusive Term Road Use and Access Easement Agreement dated as of June 27, 2023, between Borrower and Desert Reclamation.

10. Non-Exclusive Term Utility Line Easement Agreement dated as of June 27, 2023, between Borrower and Desert Reclamation.

11. Amended and Restated Surface Use Agreement (Hawk and Dove Facility) dated as of September 28, 2023 and effective as of January 14, 2022, between Borrower and Desert Reclamation.

12. Amended and Restated Surface Use Agreement (Safefill Pecos Facility) dated as of October 2, 2023 and effective as of November 1, 2022, between DBR Reeves LLC and Safefill Pecos, LLC.

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13. All easements, rights of way, and similar agreements existing as of the Effective Date and not executed in contemplation of the transactions evidenced by the Loan Documents, between Borrower and/or DBR Inc. and Stateline Water, LLC, including any extensions or renewals thereof.

14. All easements, rights of way, and similar agreements existing as of the Effective Date and not executed in contemplation of the transactions evidenced by the Loan Documents, between Borrower and/or DBR Inc. and WaterBridge Texas Midstream LLC, including any extensions or renewals thereof.

15. All easements, rights of way, and similar agreements existing as of the First Amendment Effective Date and not executed in contemplation of the transactions evidenced by the Loan Documents, between Borrower and/or DBR Inc. and WBSL, including any extensions or renewals thereof.

16. Partial Assignment & Assumption Agreement dated as of May 9, 2024, between Borrower and WBSL.

17. Produced Water Facilities and Access Agreement – East Ranches dated May 10, 2024, between Borrower and WBSL, and any individual leases, easements and surface use agreements, and other agreements substantially in the form of Schedule I and Schedule II attached thereto.

18. Fresh Water Facilities and Access Agreement – East Ranches dated May 10, 2024, between Borrower and WBSL, and any individual leases, easements and surface use agreements, and other agreements substantially in the form of Schedule I and Schedule II attached thereto.

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SCHEDULE 11.11

Notices

To the Administrative Agent:	Texas Capital Bank 2000 McKinney Avenue, Suite 1800
	Dallas, TX 75201
	Attn: Casey Lowary, Matt Sieber
	Email: casey.lowary@texascapitalbank.com, matt.sieber@texascapitalbank.com
With copies to (for information purposes only):	Jackson Walker L.L.P.
	2323 Ross Avenue, Suite 600
	Dallas, TX 75201
	Attn: Monica Messick
	Email: mmessick@jw.com
To the Lenders:	Barclays Bank PLC
	400 Jefferson Park
	Whippany, NJ 07981
	Attn: Gisella Ramirez
	Email: gisella.ramirez@barclays.com
	Cadence Bank 1333 West Loop South, Suite 1700
	Houston, TX 77027
	Attn: Michael Magee
	Capital Farm Credit, ACA 26611 Southwest Freeway
	Rosenberg, TX 77471
	Phone: 713-299-5698
	Attn: Robert Ward
	Email: Robert.Ward@capitalfarmcredit.com
	Goldman Sachs Bank USA 200 West Street
	New York, NY 10282
	Attn: Mahesh Mohan
	Fax: 917-977-3966
	Texas Capital Bank 2000 McKinney Avenue, Suite 1800
	Dallas, TX 75201
	Attn: Casey Lowary, Matt Sieber
	Email: casey.lowary@texascapitalbank.com, matt.sieber@texascapitalbank.com

24

	Wells Fargo Bank, N.A. 1000 Louisiana St., 12th Floor
	Houston, TX 77002
	Attn: Emily Board
	Phone: 713-319-1930
	Email: Emily.board@wellsfargo.com
To the Borrower or any Guarantor:	[Loan Party name] 5555 San Felipe Street, Suite 1200
	Houston, TX 77056
	Attention: Scott McNeely, Trey Mattson, Shannon Runzheimer
	Email: Scott.McNeely@h2obridge.com;
	Trey.Mattson@h2obridge.com;
	Shannon.Runzheimer@h2obridge.com
With copies to (for information purposes only):	Vinson & Elkins LLP
	845 Texas Avenue, Suite 4700
	Houston, TX 77002
	Attention: Mark D. Holmes
	Email: markholmes@velaw.com

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EXHIBIT B

Compliance Certificate

[  ], 20[ ]

FOR CALENDAR QUARTER/FISCAL YEAR ENDED      (the “Subject Period”)

ADMINISTRATIVE AGENT: Texas Capital Bank

BORROWER: DBR Land LLC, a Delaware limited liability company (“Borrower”)

This Compliance Certificate (this “Compliance Certificate”) is delivered under the Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of July 3, 2023 by and among the Borrower, the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent. Capitalized terms used in this Compliance Certificate shall, unless otherwise indicated, have the meanings set forth in the Credit Agreement. The undersigned hereby certifies to Administrative Agent and Lenders as of the date hereof that:

(a) he/she is a Responsible Officer of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to Administrative Agent on behalf of the Borrower;

(b) he/she has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and financial condition of Borrower and its Subsidiaries on a consolidated basis during the Subject Period;

(c) during the Subject Period, to the best of his/her knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, attached hereto is a statement as to the nature thereof and the action which is proposed to be taken with respect thereto;

(d) the financial statements of the Borrower attached to this Compliance Certificate were prepared in accordance with GAAP, and fairly and accurately present in all material respects [(subject to year-end audit adjustments)],¹ on a consolidated and consolidating basis, the financial condition and results of operations of the Borrower and its Restricted Subsidiaries as of the end of and for the Subject Period;

(e) [a][no] change in GAAP or in the application thereof has occurred since the date of the audited financial statements most recently delivered pursuant to Section 6.1(a) of the Credit Agreement [if any such change has occurred, attach a statement as to the nature thereof and specify the effect of such change on the financial statements accompanying this Compliance Certificate];

(f) the Financial Covenant calculations, analyses and information set forth below are true and accurate on and as of the date of this Certificate and demonstrate compliance with the covenants set forth in Article 8 of the Credit Agreement;

¹  Parenthetical applies only to quarterly Compliance Certificates.

EXHIBIT B – Compliance Certificate – Page 1

(g) attached hereto are updates to all Schedules to the Security Documents to the extent that information contained in such Schedules has become inaccurate or incomplete since delivery thereof and such Schedules are required to be updated from time to time pursuant to the terms of the applicable Security Document;

(h) [as of the end of the fiscal [year] ending [date] and since [the Closing Date][the date of the last-delivered annual Compliance Certificate], (i) no material amendment or modification to any Material Agreement has been entered into, (ii) no Material Agreement has terminated or expired, and (iii) no new Material Agreement has been entered into;]

[as of the end of the fiscal [year] ending [date] and since [the Closing Date][the date of the last-delivered annual Compliance Certificate], [there has been a material amendment or modification to one or more Material Agreements][one or more Material Agreements has terminated or expired][one or more new Material Agreements has been entered into];] [if there has been a material amendment or modification to a Material Agreement or a new Material Agreement has been entered into, attach the relevant amendment, modification or new Material Agreement]²

(i) [as of the end of the fiscal [year][quarter] ending [date] and since [the Closing Date][the date last specified], there has been no change in the identity of any Subsidiaries;]

[as of the end of the fiscal [year][quarter] ending [date] and since [the Closing Date][the date last specified], a change has occurred in the identity of one or more Subsidiaries as specified below with a list of each such Subsidiary as a Restricted Subsidiary, Unrestricted Subsidiary, Loan Party, or Immaterial Subsidiary:

                                                       ;]

(j) [[since the date last specified, no Loan Party s insurance coverage has changed in any material respect from that previously delivered to the Administrative Agent;]

[since the date last specified, one or more Loan Party s insurance coverage has changed in a material respect from that previously delivered to the Administrative Agent as described below:

                                                       ;]

[if there has been such a change in insurance coverage, attach certificates evidencing the updated policy or policies]]³

(k) [set forth below is a description of [all actions, suits, and proceedings arising in the fiscal quarter ending [date] before any Governmental Authority or arbitrator affecting any Loan Party or any of its Restricted Subsidiaries which, if determined adversely to such Loan Party or such Restricted Subsidiary, could reasonably be expected to (x) result in liabilities of such Loan Party or such Restricted Subsidiary in excess of $5,000,000 or (y) have a Material Adverse Effect] [and] [one or more adverse changes arising in the fiscal quarter ending [date] in the status of actions, suits, and/or proceedings before any Governmental Authority or arbitrator that, taking into account

²  The certification in this Clause (h) is only applicable to annual Compliance Certificates.

³  The certification in this Clause (j) is only applicable to annual Compliance Certificates.

EXHIBIT B – Compliance Certificate – Page 2

the availability of any appeals, could reasonably be expected to increase materially the likelihood of a Material Adverse Effect resulting therefrom:

                                                     ; and]

(l) [set forth below is a description of new and/or terminated Affiliate Material Agreement entered into or terminated in the fiscal quarter ending [date]:

                                                       ;]

[Attach copies of (i) any management letters or written reports submitted to Borrower or any of its Restricted Subsidiaries by independent certified public accountants with respect to the business, condition (financial or otherwise), operations, prospects, or Properties of Borrower or any of its Restricted Subsidiaries in the most recently ended fiscal quarter, and (ii) any amendment, restatement, supplement or other modification to any of the Constituent Documents of any Loan Party or any of its Restricted Subsidiaries in the most recently ended fiscal quarter.]

	In Compliance as of End of Subject Period (Please Indicate)
Leverage Ratio	Yes	No

Maximum of 3.50* (or, following a Qualified IPO, 4.00*) to 1.00 at end of Subject Period (Defined as the ratio of (a) (i) all Funded Debt of Borrower and its Restricted Subsidiaries, on a consolidated basis in accordance with GAAP, as of such date, minus (ii) the lesser of $10,000,000 or the amount of unrestricted cash of the Loan Parties that is held in accounts maintained at Texas Capital Bank (or any other financial institution to the extent such account is subject to an Account Control Agreement) on such date, to (b) EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis in accordance with GAAP).

	÷		=
Funded Debt		EBITDA
(with certain deductions)

*Subject to a 0.50 (or, solely for the quarter ending June 30, 2024, 0.75) Leverage Step-Up in connection with certain Qualified Acquisitions under the terms and conditions set forth in Section 8.1 of the Credit Agreement. Has Borrower consummated a Qualified Acquisition during the Subject Period or its immediately preceding two fiscal quarters?	Yes	No
If Yes, is Borrower otherwise entitled to the benefit of a Leverage Step- Up under the terms of Section 8.1 of the Credit Agreement?	Yes	No

EXHIBIT B – Compliance Certificate – Page 3

If Yes, select one of the following:

	Borrower elected to exercise its right to utilize the Leverage Step-Up in the prior quarter ended    , 20 , and is therefore entitled to a step-up for the Subject Period of 0.50
	Borrower hereby elects to exercise its right to utilize a new Leverage Step-Up for the Subject Period
	Borrower declines to exercise its right to utilize a Leverage Step-Up for the Subject Period

Interest Coverage Ratio	Yes	No
Only tested after the consummation of a Qualified IPO)

Minimum of 2.75 to 1.00 at end of the Subject Period (Defined as (a) EBITDA to (b) Cash Interest Expense for Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP).

			=
EBITDA	÷	Cash Interest Expense

Debt Service Coverage Ratio	Yes	No
(Only tested until the consummation of a Qualified IPO, commencing with the quarter ending June 30, 2023)

Minimum of 1.25 to 1.00 at end of the Subject Period (Defined as (a) EBITDA to (b) Debt Service for Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP).

			=
EBITDA	÷	Debt Service

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of the date first written above.

BORROWER:

DBR LAND LLC,

a Delaware limited liability company

By:

Name:

Title:

EXHIBIT B – Compliance Certificate – Page 4

ANNEX A

[See attached pro forma Credit Agreement]

26

CREDIT AGREEMENT

among

DBR LAND LLC,

as Borrower

DBR REIT LLC, DBR DESERT LLC, DBR REEVES LLC, DELAWARE BASIN RANCHES INC.,

HH OPERATING, LLC, DBR SOLAR LLC and PECOS RENEWABLES LLC, as Guarantors

THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO

THE LENDERS FROM TIME TO TIME PARTY HERETO

TEXAS CAPITAL BANK,

as Administrative Agent and L/C Issuer

TCBI SECURITIES, INC.,

as Joint Lead Arranger and Sole Book Runner

WELLS FARGO BANK, N.A.,

as Joint Lead Arranger

CADENCE BANK,

as Joint Lead Arranger

and

CAPITAL FARM CREDIT, ACA,

as Title Agent

DATED AS OF JULY 3, 2023

TABLE OF CONTENTS

			Page
ARTICLE 1. DEFINITIONS				6
	Section 1.1	Definitions		6
	Section 1.2	Accounting Matters		49
	Section 1.3	ERISA Matters		49
	Section 1.4	Letter of Credit Amounts		49
	Section 1.5	Other Definitional Provisions		49
	Section 1.6	Interpretative Provision		50
	Section 1.7	Times of Day		50
	Section 1.8	Other Loan Documents		50
	Section 1.9	Divisions		50
	Section 1.10	Rates		50
	Section 1.11	Rounding		51
ARTICLE 2. THE COMMITMENTS AND CREDIT EXTENSIONS				51
	Section 2.1	The Loans		51
	Section 2.2	Letters of Credit		53
	Section 2.3	Fees		61
	Section 2.4	Payments Generally; Administrative Agent’s Clawback		61
	Section 2.5	Evidence of Debt		62
	Section 2.6	Cash Collateral		63
	Section 2.7	Interest; Payment Terms		64
	Section 2.8	Voluntary Termination or Reduction of Revolving Credit Commitments; Prepayments		66
	Section 2.9	Uncommitted Increase in Revolving Credit Commitments		69
ARTICLE 3. TAXES, YIELD PROTECTION AND INDEMNITY				71
	Section 3.1	Increased Costs		71
	Section 3.2	Illegality		72
	Section 3.3	Changed Circumstances; Benchmark Replacement		72
	Section 3.4	Taxes		74
	Section 3.5	Compensation for Losses		78
	Section 3.6	Mitigation of Obligations; Replacement of Lenders		78
	Section 3.7	Survival		80
ARTICLE 4. CONDITIONS PRECEDENT				80
	Section 4.1	Initial Extension of Credit		80
	Section 4.2	All Extensions of Credit		83

i

ARTICLE 5. REPRESENTATIONS AND WARRANTIES			84
	Section 5.1	Entity Existence	84
	Section 5.2	Financial Statements; Etc.	84
	Section 5.3	Action; No Breach	84
	Section 5.4	Operation of Business	85
	Section 5.5	Litigation and Judgments	85
	Section 5.6	Rights in Properties; Liens	85
	Section 5.7	Enforceability	86
	Section 5.8	Approvals	86
	Section 5.9	Taxes	86
	Section 5.10	Use of Proceeds; Margin Securities	87
	Section 5.11	ERISA	87
	Section 5.12	Disclosure	87
	Section 5.13	Subsidiaries	88
	Section 5.14	Agreements; No Default	88
	Section 5.15	Compliance with Laws	88
	Section 5.16	[Reserved]	88
	Section 5.17	Regulated Entities	88
	Section 5.18	Environmental Matters	88
	Section 5.19	Intellectual Property	89
	Section 5.20	Anti-Corruption Laws; Sanctions; Etc.	89
	Section 5.21	PATRIOT Act	90
	Section 5.22	Insurance	90
	Section 5.23	Solvency	90
	Section 5.24	Security Documents	90
	Section 5.25	Businesses	90
	Section 5.26	Labor Matters	90
	Section 5.27	Material Agreements	90
	Section 5.28	Affiliate Transactions	90
	Section 5.29	Qualified ECP Guarantor	91
ARTICLE 6. AFFIRMATIVE COVENANTS			91
	Section 6.1	Reporting Requirements	91
	Section 6.2	Maintenance of Existence; Conduct of Business	94
	Section 6.3	Maintenance of Properties	95
	Section 6.4	Taxes and Claims	95
	Section 6.5	Insurance	95
	Section 6.6	Inspection Rights; Lender Meetings	95
	Section 6.7	Keeping Books and Records	96
	Section 6.8	Compliance with Laws	96
	Section 6.9	Compliance with Agreements	96
	Section 6.10	Further Assurances	96
	Section 6.11	ERISA	96
	Section 6.12	Account Control Agreements	96
	Section 6.13	Additional Guarantors; Collateral Matters	97
	Section 6.14	Sanctions; Anti-Corruption Laws	98
	Section 6.15	Post-Closing Covenants	98
	Section 6.16	Real Property	98
	Section 6.17	Unrestricted Subsidiaries	98

ii

ARTICLE 7. NEGATIVE COVENANTS			100
	Section 7.1	Debt	100
	Section 7.2	Limitation on Liens	102
	Section 7.3	Mergers, Etc.	104
	Section 7.4	Restricted Payments	104
	Section 7.5	Loans and Investments	106
	Section 7.6	Limitation on Issuance of Equity	107
	Section 7.7	Transactions With Affiliates	108
	Section 7.8	Disposition of Assets	108
	Section 7.9	Sale and Leaseback	110
	Section 7.10	Nature of Business	110
	Section 7.11	Environmental Protection	110
	Section 7.12	Accounting	110
	Section 7.13	Burdensome Agreements	110
	Section 7.14	Subsidiaries	111
	Section 7.15	Amendments of Certain Documents	111
	Section 7.16	Hedge Agreements	111
	Section 7.17	Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws	111
	Section 7.18	Prepayment of Debt	111
ARTICLE 8. FINANCIAL COVENANTS			112
	Section 8.1	Leverage Ratio	112
	Section 8.2	Interest Coverage Ratio	112
	Section 8.3	Debt Service Coverage Ratio	112
ARTICLE 9. DEFAULT			112
	Section 9.1	Events of Default	112
	Section 9.2	Remedies Upon Default	114
	Section 9.3	Application of Funds	115
	Section 9.4	Right to Cure	116
	Section 9.5	Performance by Administrative Agent	117
ARTICLE 10. AGENCY			117
	Section 10.1	Appointment and Authority	117
	Section 10.2	Rights as a Lender	118
	Section 10.3	Exculpatory Provisions	118
	Section 10.4	Reliance by Administrative Agent	119
	Section 10.5	Delegation of Duties	120
	Section 10.6	Resignation of Administrative Agent	120
	Section 10.7	Non-Reliance on Administrative Agent and Other Lenders	121
	Section 10.8	Administrative Agent May File Proofs of Claim	122
	Section 10.9	Collateral and Guaranty Matters	122
	Section 10.10	Bank Product Agreements	123
	Section 10.11	Certain ERISA Matters	124
	Section 10.12	Credit Bidding	125
	Section 10.13	No Other Duties, Etc.	126
	Section 10.14	Flood Laws	126
	Section 10.15	Erroneous Payments	126

iii

ARTICLE 11. MISCELLANEOUS			128
	Section 11.1	Expenses	128
	Section 11.2	INDEMNIFICATION	129
	Section 11.3	Limitation of Liability	130
	Section 11.4	No Duty	131
	Section 11.5	Lenders Not Fiduciary	131
	Section 11.6	Equitable Relief	131
	Section 11.7	No Waiver; Cumulative Remedies	132
	Section 11.8	Successors and Assigns	132
	Section 11.9	Survival	136
	Section 11.10	Amendment	136
	Section 11.11	Notices	138
	Section 11.12	Governing Law; Venue; Service of Process	139
	Section 11.13	Counterparts	140
	Section 11.14	Severability	140
	Section 11.15	Headings	140
	Section 11.16	Construction	140
	Section 11.17	Independence of Covenants	141
	Section 11.18	WAIVER OF JURY TRIAL	141
	Section 11.19	Additional Interest Provision	141
	Section 11.20	Ceiling Election	142
	Section 11.21	USA PATRIOT Act Notice	142
	Section 11.22	Defaulting Lenders	142
	Section 11.23	Sharing of Payments by Lenders	144
	Section 11.24	Payments Set Aside	145
	Section 11.25	Setoff	146
	Section 11.26	Confidentiality	146
	Section 11.27	Electronic Execution of Assignments and Certain Other Documents	147
	Section 11.28	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	148
	Section 11.29	Keepwell	148
	Section 11.30	Acknowledgement Regarding Any Supported QFCs	149
	Section 11.31	NOTICE OF FINAL AGREEMENT	149
ARTICLE 12. GUARANTY			149
	Section 12.1	Guaranty	149
	Section 12.2	Payment	150
	Section 12.3	Agreements and Waivers	150
	Section 12.4	Liability	152
	Section 12.5	Subordination	152
	Section 12.6	Subrogation	152
	Section 12.7	Other Indebtedness or Obligations of Guarantors	153
	Section 12.8	Costs and Expenses	153
	Section 12.9	Exercising Rights, Etc.	153
	Section 12.10	Benefit; Binding Effect	153
	Section 12.11	Multiple Guarantors	153
	Section 12.12	Additional Guarantors	154
	Section 12.13	Reinstatement	154
	Section 12.14	Maximum Liability	154

iv

INDEX TO SCHEDULES

Schedule	Description of Schedule	Section
2.1	Commitments and Applicable Percentages		2.1
5.5	Litigation and Judgments		5.5
5.9	Taxes		5.9
5.13	Subsidiaries		5.13
5.27	Material Agreements		5.27
5.28	Affiliate Transactions		5.28
7.1	Existing Debt		7.1
7.2	Existing Liens		7.2
7.5	Existing Investments		7.5
11.11	Notices		11.11

INDEX TO EXHIBITS

Exhibit	Description of Exhibit	Section
A	Assignment and Assumption		1.1
B	Compliance Certificate		1.1
C	Revolving Credit Borrowing Request		1.1
D	Revolving Credit Note		1.1
E	Term Loan Borrowing Request		1.1
F	Term Loan Note		1.1
G	Tax Forms		3.4(g)
H	Guarantor Joinder Agreement		1.1
I	Free Cash Flow Usage Certificate		7.4

v

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 3, 2023, is by and among DBR LAND LLC, a Delaware limited liability company (“Borrower”), DBR REIT LLC, a Delaware limited liability company (“DBR REIT”), as a Guarantor, DBR DESERT LLC, a Delaware limited liability company (“DBR Desert”), as a Guarantor, DBR REEVES LLC, a Delaware limited liability company (“DBR Reeves”), as a Guarantor, DELAWARE BASIN RANCHES INC., a Texas corporation (“DBRI”), as a Guarantor, HH OPERATING, LLC, a Texas limited liability company (“HH Operating”), as a Guarantor, DBR SOLAR LLC, a Delaware limited liability company (“DBR Solar”), as a Guarantor, PECOS RENEWABLES LLC, a Delaware limited liability company (“Pecos Renewables”), as a Guarantor, each of the other Guarantors from time to time party hereto, the lenders from time to time party hereto (collectively, the “Lenders” and each, individually, a “Lender”), and TEXAS CAPITAL BANK, a Texas state bank, as Administrative Agent and L/C Issuer.

RECITALS

Borrower has requested that the Lenders extend credit to Borrower as described in this Agreement. The Lenders are willing to make such credit available to Borrower upon and subject to the provisions, terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE 1.

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, all exhibits, appendices and schedules hereto and in any note, certificate, report or other Loan Document made or delivered pursuant to this Agreement, the following terms will have the meanings given such terms in this Article 1 or in the provision, section or recital referred to below:

“Account” means an account, as defined in the UCC.

“Account Control Agreement” means a control agreement, in form and substance reasonably satisfactory to Administrative Agent, which grants Administrative Agent “control” (within the meaning of Section 8.106 or Section 9.104 of the UCC, as applicable, in the applicable jurisdiction) over any Deposit Account, Securities Account or Commodity Account maintained by any Loan Party, in each case, among Administrative Agent, the applicable Loan Party and the applicable financial institution at which such Deposit Account, Securities Account or Commodity Account is maintained.

“Acquisition” means the acquisition by any Person of (a) a majority of the Equity Interests of another Person, (b) all or substantially all of the assets of another Person or (c) all or substantially all of a business unit or line of business of another Person, in each case (i) whether or not involving a merger or consolidation with such other Person and (ii) whether in one (1) transaction or a series of related transactions.

“Acquisition Consideration” means the consideration given by Borrower or any of its Restricted Subsidiaries for an acquisition of Property, including but not limited to the sum of (without duplication) (a) the fair market value of any cash, Property (excluding Equity Interests) or services given, plus (b) the amount of any Debt assumed, incurred or guaranteed (to the extent not otherwise included) in connection with such acquisition by Borrower or any of its Restricted Subsidiaries.

CREDIT AGREEMENT – Page 6

“Additional Guarantor” has the meaning set forth in Section 12.12.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Administrative Agent” means Texas Capital Bank, in its capacity as administrative agent under any of the Loan Documents, until the appointment of a successor administrative agent pursuant to the terms of this Agreement and, thereafter, means such successor administrative agent.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial

Institution.

“Affiliate” means, as to any Person, any other Person that directly or indirectly, through one (1) or more intermediaries, Controls or is Controlled by, or is under common Control with, such Person.

“Affiliate Material Agreement” means a Material Agreement under which a non-Loan Party Affiliate of any Loan Party is a counterparty.

“Affiliated Debt” has the meaning set forth in Section 12.5.

“Agent Parties” means, collectively, Administrative Agent and its Related Parties.

“Agreement” has the meaning set forth in the introductory paragraph hereto, and includes all schedules, exhibits and appendices attached or otherwise identified therewith.

“Anti-Corruption Laws” means all state or federal Laws, rules, and regulations of any jurisdiction applicable to the Loan Parties or any of their controlled or controlling Affiliates from time to time concerning or relating to bribery or corruption, including the FCPA and the Bank Secrecy Act, and other similar anti-corruption legislation in other jurisdictions.

“Anti-Terrorism Laws” has the meaning set forth in Section 5.21.

“Applicable Margin” means the applicable percentages per annum set forth below, based upon the Leverage Ratio, as set forth in the most recent Compliance Certificate received by Administrative Agent pursuant to Section 6.1(c):

CREDIT AGREEMENT – Page 7

Prior to the consummation of a Qualified IPO:

Pricing Level	Leverage Ratio	Term SOFR Loans and Letter of Credit Fee			Base Rate Loans			Commitment Fee
1	≥ 3.50:1		4.00	%		3.00	%		0.50	%
2	≥ 3.00:1 but < 3.50:1		3.75	%		2.75	%		0.50	%
3	≥ 2.50:1 but < 3.00:1		3.50	%		2.50	%		0.50	%
4	≥ 2.00:1 but < 2.50:1		3.25	%		2.25	%		0.50	%
5	< 2.00:1		3.00	%		2.00	%		0.50	%
On the date a Qualified IPO is consummated and at all times thereafter:
Pricing Level	Leverage Ratio	Term SOFR Loans and Letter of Credit Fee			Base Rate Loans			Commitment Fee
1	≥ 3.50:1		3.75	%		2.75	%		0.50	%
2	≥ 3.00:1 but < 3.50:1		3.50	%		2.50	%		0.50	%
3	≥ 2.50:1 but < 3.00:1		3.25	%		2.25	%		0.50	%
4	≥ 2.00:1 but < 2.50:1		3.00	%		2.00	%		0.375	%
5	< 2.00:1		2.75	%		1.75	%		0.375	%

Any increase or decrease in the Applicable Margin resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.1(c); provided that if a Compliance Certificate is not delivered when due in accordance with such Section, then upon the request of the Required Lenders, Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Margin from the Closing Date through the date a Compliance Certificate is delivered pursuant to Section 6.1(c) in respect of the first full fiscal quarter of Borrower ending after the Closing Date shall be determined based upon Pricing Level 4.

If, as a result of any restatement of or other adjustment to the financial statements of Borrower or for any other reason, Borrower or the Required Lenders determine that (i) the Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, Borrower shall immediately and retroactively be obligated to pay to Administrative Agent for the account of the applicable Lenders or L/C Issuer, as the case may be, promptly on demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United States, automatically and without further action by Administrative Agent, any Lender or L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of Administrative Agent, any Lender or L/C Issuer, as the case may be, including the rights available under

Article 2 or under Article 9.

CREDIT AGREEMENT – Page 8

“Applicable Percentage” means (a) in respect of the Term Loan Facility, with respect to any Term Loan Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate Term Loan Commitments represented by such Term Loan Lender’s Term Loan Commitment at such time (or, at any time after the First Amendment Effective Date, the Outstanding Amount of such Term Loan Lender’s Term Loans at such time), and (b) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate Revolving Credit Commitments represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time; provided that if the Revolving Credit Commitments have been terminated pursuant to the terms hereof, then the Applicable Percentage of each Revolving Credit Lender shall be determined based upon the Applicable Percentage of such Revolving Credit Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Applicable Rate” means (a) in the case of a Base Rate Loan, the Base Rate plus the Applicable Margin; and (b) in the case of a Term SOFR Loan, Adjusted Term SOFR plus the Applicable Margin.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means TCBI Securities, Inc., in its capacity as sole lead arranger and sole book runner.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.8), and accepted by Administrative Agent, in substantially the form of Exhibit A or any other form approved by Administrative Agent.

“Authorized Party” has the meaning set forth in Section 11.11(d)(iii).

“Auto-Extension Letter of Credit” means a Letter of Credit that has automatic extension provisions.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.3(b)(iv).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Product Agreements” means those certain agreements entered into from time to time between any Loan Party or any of its Restricted Subsidiaries and a Bank Product Provider in connection with any of the Bank Products, including without limitation, Hedge Agreements.

CREDIT AGREEMENT – Page 9

“Bank Product Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by any Loan Party or any of its Restricted Subsidiaries to any Bank Product Provider pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that any Loan Party or such Restricted Subsidiary is obligated to reimburse to any Bank Product Provider as a result of such Bank Product Provider purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to any Loan Party or such Restricted Subsidiaries pursuant to the Bank Product Agreements. For the avoidance of doubt, the Bank Product Obligations arising under any Hedge Agreement shall be determined by the Hedge Termination Value thereof.

“Bank Product Provider” means any Person that is a party to a Bank Product Agreement with or provides Bank Products to any Loan Party or any of their Restricted Subsidiaries that entered into such Bank Product Agreement or provided such Bank Product while such Person was a Lender or an Affiliate of a Lender, whether or not such Person at any time cease to be a Lender or an Affiliate of a Lender, as the case may be.

“Bank Products” means any service provided to, facility extended to, or transaction entered into with, any Loan Party by any Bank Product Provider consisting of (a) Deposit Accounts, (b) cash management services, including treasury, depository, return items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements maintained with any Bank Product Provider, (c) debit cards, stored value cards, and credit cards (including commercial credit cards (including so-called “procurement cards” or “P-cards”)) and debit card and credit card processing services or (d) Hedge Agreements.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, a rate of interest per annum equal to the highest of (a) the Prime Rate for such day; (b) the sum of the Federal Funds Rate for such day plus one half of one percent (0.5%); and (c) Adjusted Term SOFR for a one month tenor for such day plus one percent (1.00%); provided, however, if the Base Rate as determined pursuant to the foregoing shall be less than one percent (1.00%), such rate shall be deemed one percent (1.00%) for purposes of this Agreement. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR shall be effective on the effective day of such change in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR, respectively.

“Base Rate Borrowing” means, as to any Borrowing, the Base Rate Loans comprising such Borrowing.

“Base Rate Loan” means a Loan bearing interest based on the Base Rate.

“Base Rate Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.3(b)(i).

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“Benchmark Rate Borrowing” means, as to any Borrowing, the Benchmark Rate Loans comprising such Borrowing.

“Benchmark Rate Loan” means a Loan bearing interest based on the then existing Benchmark (initially, Adjusted Term SOFR).

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by Administrative Agent for the applicable Benchmark Replacement Date:

(a) the sum of: (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment; or

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, (a) with respect to Daily Simple SOFR, 0.11448%, and (b) with respect to any other replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

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For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.3(b) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.3(b).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. §1010.230.

CREDIT AGREEMENT – Page 12

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Board of Governors” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” means the Person identified as such in the introductory paragraph hereto, and its successors and assigns to the extent permitted by Section 11.8.

“Borrowing” means a Revolving Credit Borrowing or a Term Loan Borrowing, as the context may require.

“Borrowing Request” means a Revolving Credit Borrowing Request or a Term Loan Borrowing Request, as applicable.

“Business Day” means for all purposes, a weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in Dallas, Texas are authorized or required by Law to be closed. Unless otherwise provided, the term “days” when used herein means calendar days.

“Cash Collateralize” means to pledge and deposit with or deliver to Administrative Agent, for the benefit of one or more of L/C Issuer or the Revolving Credit Lenders, as collateral for L/C Obligations or obligations of the Revolving Credit Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if Administrative Agent and L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to Administrative Agent and L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means assets described in clauses (b), (c) and (d) of Section 7.5.

“Cash Interest Expense” means, for any Person for any Test Period, total interest expense in respect of all outstanding Funded Debt actually paid or that is payable by such Person during such Test Period, including, without limitation, all discounts and all net costs under Hedge Agreements in respect of interest rates to the extent such costs are allocable to such Test Period, but excluding interest expense not payable in cash (and it being understood and agreed that underwriting fees, structuring fees, arrangement fees, upfront fees, fronting fees, other fees similar to the foregoing shall not be included in the calculation of Cash Interest Expense), all as determined in accordance with GAAP.

“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any Property of the Loan Parties or any of their Restricted Subsidiaries.

“Change in Control” means the occurrence of any of the following:

(a) prior to a Qualified IPO, the Permitted Holders, on a collective basis, shall (i) cease to beneficially own and control, directly or indirectly, Equity Interests of the Borrower representing more than 50% of the aggregate voting power and economic interests represented by all issued and outstanding Equity Interests of the Borrower or (ii) cease to Control the Borrower;

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(b) after a Qualified IPO, any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than the Permitted Holders, shall beneficially own and control, directly or indirectly, Equity Interests of the Borrower representing at least 30% of the aggregate ordinary voting power and economic interests represented by the issued and outstanding Equity Interests of the Borrower; or

(c) at any time, Holdings shall cease to directly own and control the entirety of all issued and outstanding Equity Interests of the Borrower and to Control the Borrower; provided that a transaction in which the Borrower becomes a Subsidiary of another Person shall not constitute a Change in Control if (i) such Person is the New Parent, (ii) immediately following such transaction, the New Parent directly owns 100% of the Equity Interests of the Borrower and Controls the Borrower and (iii) the New Parent executes and delivers to the Administrative Agent a pledge agreement in the form of the Pledge Agreement contemporaneously with or immediately following such transaction.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty, (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or the implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, implemented, adopted or issued.

“Closing Date” means the first date all the conditions precedent in Section 4.1 are satisfied or waived in accordance with Section 11.10.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means, collectively, all of the Property of Borrower and the other Loan Parties in which Liens are granted and/or purported to be granted pursuant to the Security Documents to secure the Obligations or any part thereof, other than Excluded Assets.

“Commercial Operation Date” means the date on which a Material Project is substantially complete and commercially operable.

“Commitment” means a Term Loan Commitment or a Revolving Credit Commitment, as the context may require.

“Commitment Fee” has the meaning set forth in Section 2.3(c).

“Commodity Account” shall have the meaning set forth in Article 9 of the UCC.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

CREDIT AGREEMENT – Page 14

“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed to Administrative Agent, any Lender, or L/C Issuer by means of electronic communications pursuant to Section 11.11(d), including through the Platform.

“Compliance Certificate” means a certificate, substantially in the form of Exhibit B, or in any other form agreed to by Borrower and Administrative Agent, prepared by and certified by a Responsible Officer of Borrower.

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with Term SOFR or any Benchmark Replacement, as applicable, any technical, administrative or operational changes (including changes to the definitions of “Base Rate”, “Business Day”, “Interest Period” (or any similar or analogous definition), “U.S. Government Securities Business Day”, or the timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Net Tangible Assets” means the total assets of the Borrower and its Restricted Subsidiaries as of the most recent fiscal quarter end for which a consolidated balance sheet of the Borrower is available as of that date, minus all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and other like intangible assets of the Borrower and its Restricted Subsidiaries reflected on such balance sheet, as determined on a consolidated basis in accordance with GAAP. For the avoidance of doubt, Consolidated Net Tangible Assets shall not include any assets attributable to Unrestricted Subsidiaries or Joint Ventures or which constitute Excluded Contribution Assets.

“Constituent Documents” means (a) in the case of a corporation, its articles or certificate of incorporation and bylaws; (b) in the case of a general partnership, its partnership agreement; (c) in the case of a limited partnership, its certificate of limited partnership or certificate of formation, as applicable, and partnership agreement; (d) in the case of a trust, its trust agreement; (e) in the case of a joint venture, its joint venture agreement; (f) in the case of a limited liability company, its articles of organization, operating agreement, regulations and/or other organizational and governance documents and agreements; and (g) in the case of any other entity, its organizational and governance documents and agreements.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

CREDIT AGREEMENT – Page 15

“Covered Party” has the meaning set forth in Section 11.30.

“Credit Extension” means each of (a) a Borrowing and (b) an L/C Credit Extension.

“Cure Amount” has the meaning set forth in Section 9.4.

“Cure Period” has the meaning set forth in Section 9.4.

“Cure Right” has the meaning set forth in Section 9.4.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if Administrative Agent decides that any such convention is not administratively feasible for Administrative Agent, then Administrative Agent may establish another convention in its reasonable discretion.

“Daily Simple SOFR Loan” means a Loan bearing interest based on Daily Simple SOFR.

“DBR Desert” has the meaning set forth in the introductory paragraph to this Agreement.

“DBR Reeves” has the meaning set forth in the introductory paragraph to this Agreement.

“DBR REIT” has the meaning set forth in the introductory paragraph to this Agreement.

“DBR Solar” has the meaning set forth in the introductory paragraph to this Agreement.

“DBRI” has the meaning set forth in the introductory paragraph to this Agreement.

“Debt” means, of any Person as of any date of determination (without duplication): (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, notes, debentures, or other similar instruments (excluding, for avoidance of doubt, obligations of the type described in clause (l) below); (c) all obligations of such Person to pay the deferred purchase price of Property or services, except (i) accounts payable of such Person arising in the ordinary course of business that (A) are not past due by more than ninety (90) days or (B) are being disputed in good faith and by appropriate proceedings diligently pursued, and for which adequate reserves in accordance with GAAP have been established and (ii) earn-out and other contingent consideration obligations that have not been fully earned by the payee of such obligations; (d) all Finance Lease Obligations of such Person; (e) all Debt or other obligations of others Guaranteed by such Person; (f) all obligations secured by a Lien existing on Property owned by such Person, whether or not the obligations secured thereby have been assumed by such Person or are non-recourse to the credit of such Person; (g) [Reserved]; (h) any repurchase obligation or repurchase liability of a Person with respect to Accounts, chattel paper or notes receivable sold by such Person; (i) any liability under a sale and leaseback transaction that is not a Finance Lease Obligation; (j) any obligation under any so called “synthetic leases”, calculated as the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Finance Lease Obligation; (k) [Reserved]; (l) all payment and reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers’ acceptances, surety or other bonds and similar instruments; (m) all liabilities of such Person in respect of unfunded vested benefits under any Plan in excess of $500,000; (n) all net Hedge Obligations of such Person, valued at the Hedge Termination Value thereof; and (o) all obligations of such Person in respect of Disqualified Equity Interests.

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For all purposes, the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person. The amount of any Debt of any Person for purposes of clause (f) that is expressly made non-recourse or limited-recourse (limited solely to the assets securing such Debt) to such Person shall be deemed to be equal to the lesser of (i) the aggregate principal amount of such Debt and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Debt Service” means, for any Person for any period, the sum of (a) all regularly scheduled principal payments of Funded Debt (other than regularly scheduled payments of principal that pay such Funded Debt in full) and (b) all Cash Interest Expense that are paid or payable during such period, in respect of all Funded Debt of such Person.

“Debtor Relief Laws” means the Bankruptcy Code, or any other applicable Law, domestic or foreign, as now or hereafter in effect, relating to bankruptcy, insolvency, liquidation, receivership, reorganization, assignment for the benefit of creditors, moratorium, arrangement or composition, extension or adjustment of debts, or similar Laws affecting the rights of creditors.

“Deeds” means any deed or other real property instruments vesting fee title.

“Default” means an Event of Default or the occurrence of an event or condition which with notice or lapse of time or both would become an Event of Default.

“Default Interest Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Margin applicable to a Base Rate Loan plus (iii) two percent (2%) per annum; provided, however, that with respect to a Benchmark Rate Loan, the Default Interest Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus two percent (2%) per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Margin plus two percent (2%) per annum; provided, however, in no event shall the Default Interest Rate exceed the Maximum Rate.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means, subject to Section 11.22(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder, unless such failure to fund is the result of a condition precedent to such funding obligation not being satisfied, and such Lender has notified the Administrative Agent of same, or (ii) pay to Administrative Agent, L/C Issuer or any Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified Borrower, Administrative Agent or L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect, (c) has failed, within three (3) Business Days after written request by Administrative Agent or Borrower, to confirm in writing to Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent and Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting

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Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 11.22(b)) upon delivery of written notice of such determination to Borrower and each Lender.

“Deposit Account” shall have the meaning set forth in Article 9 of the UCC.

“Disposition” means any sale, lease, sub-lease, license, transfer, assignment, conveyance, release, loss or other disposition, or the entry into any contract the performance of which would result in any of the foregoing, of any interest in Property, or of any interest in a Subsidiary that owns Property, in any transaction or event or series of transactions or events (including pursuant to a division), and “Dispose” has the correlative meaning thereto.

“Disqualified Equity Interest” means any Equity Interest that, by its terms (or the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Debt or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of any Loan Party or any Subsidiary of a Loan Party or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by any Loan Party or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Distributable Free Cash Flow Amount” means, as of any date of determination, the remainder of (a) Free Cash Flow for the Test Period most recently ended for which financial statements have been delivered pursuant to Section 6.1(b), minus (b) the aggregate amount of all Restricted Payments made pursuant to Section 7.4(e) during the three most recently completed Free Cash Flow Usage Periods and the then current Free Cash Flow Usage Period.

“Dollars” and “$” mean lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of any political subdivision of the U.S.

“EBITDA” means, for any Person for any Test Period, an amount, determined on a consolidated basis for such Person and its subsidiaries, equal to:

(a) Net Income; plus

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(b) without duplication, the sum of the following to the extent deducted in the calculation of Net Income: (i) interest expense; (ii) tax expense based on income, profits, losses or capital; (iii) depreciation; (iv) amortization; (v) unusual and non-recurring losses determined in accordance with GAAP; (vi) other non-recurring expenses reducing such Net Income which do not represent a cash item in such Test Period or any future period; (vii) losses on the sale of assets (other than inventory in the ordinary course of business) or resulting from the termination of hedging transactions, and unrealized net losses in the marked-to-market value of any Hedging Agreement; (viii) any reasonable fees and out-of-pocket cost and expenses in connection with any waivers, amendments or maintenance (or similar actions) of the Loans and the Loan Documents, in each case, not related to the closing of the Loan Documents on or in connection with the Closing Date, including administrative agency fees paid to the Administrative Agent, amendment, consent, waiver and similar fees paid to the Administrative Agent, the Lenders, and the reimbursement of costs, fees and expenses of the Administrative Agent, and the Lenders as required hereunder; (ix) any reasonable fees, costs and expenses relating to the transactions contemplated hereunder or the consummation of any other transaction permitted under the Loan Documents (or any transaction proposed and not consummated), including equity issuances, investments, acquisitions, dispositions, recapitalizations, mergers, option buyouts, or the incurrence or repayment of indebtedness, audits or similar transactions, provided that the aggregate amount added back pursuant to this clause (ix) shall not exceed $2,000,000 in any four (4) fiscal quarter period; (x) any reasonable fees, costs and expenses, including audit expenses, relating to the Qualified IPO; (xi) the amount of any earn-out and other contingent consideration obligations in connection with any acquisition or other investment that are paid or accrued; (xii) to the extent actually received in cash by the Borrower or any other Loan Party (and attributable to and not exceeding such Loan Party’s proportionate share of equity earnings of such Person), equity earnings of any Unrestricted Subsidiaries or Joint Ventures; (xiii) all other non-cash loss, expense or charges and other non-operating expenses determined on a consolidated basis in accordance with GAAP, but excluding any non-cash loss, charge or expense (A) that is an accrual of a reserve for a cash expenditure or payment to be made, or anticipated to be made, in a future period or (B) relating to a write-down, write off or reserve with respect to accounts and inventory, in each case for such period; (xiv) the amount of any Permitted Tax Distributions made during such period; and (xv) (A) extraordinary losses and unusual or non-recurring costs, charges or expenses (including any unusual or non-recurring operating expenses attributable to the implementation of cost savings initiatives or any extraordinary losses and unusual or non-recurring charges or expenses attributable to legal and judgment settlements and costs and expenses in respect of contract acquisition costs and structured bonus payments in connection with contract acquisitions, synthetic joint ventures or otherwise), severance, relocations costs and curtailments or modifications to pension and post-retirement employee benefit plans and (B) restructuring charges, accruals or reserves (including restructuring costs related to acquisitions and to closure or consolidation of facilities) and other related charges, provided that the aggregate amount of restructuring charges, accruals or reserves and other related charges added back pursuant to this clause (xv), together with amounts of Material Project EBITDA Adjustments for such period, shall not exceed 20% of EBITDA for such period (calculated without giving effect to any such charges, accruals, reserves, cost savings, operating expense reductions and synergies); and provided further, that the aggregate amount of add-backs pursuant to clauses (viii) through (x), (xii) and (xv) preceding shall not exceed 20% of EBITDA for such period (calculated before giving effect to any such add-backs); minus

(c) without duplication, the sum of the following to the extent included in the calculation of Net Income: (i) income Tax credits; (ii) unusual and non-recurring gains determined in accordance with GAAP; (iii) gains on the sale of assets (other than inventory in the ordinary course of business) or resulting from the termination of hedging transactions, and unrealized net gains in the marked-to-market value of any Hedging Agreement; (iv) all non-recurring, non-cash items increasing Net Income, but excluding any non-cash gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash items in any prior period (other than any such accruals or cash reserves that have been added back to Net Income in calculating EBITDA in accordance with this definition); (v) any cash payments made during such period in respect of non-cash charges described in clause (b)(vi) taken in a prior period and (vi) proceeds of or other income received from any Excluded Contribution Assets.

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For purposes of calculating EBITDA for any Test Period, if during such Test Period such Person shall have consummated a Material Acquisition or a Material Disposition, EBITDA for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition or Material Disposition, as the case maybe, occurred on the first day of such Test Period; provided that (A) all such pro forma calculations shall be satisfactory to the Administrative Agent and (B) no such pro forma adjustments shall be allowed unless the Administrative Agent shall have received such written documentation no later than five Business Days prior to the relevant calculation date, as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent, supporting such pro forma adjustments. EBITDA shall be increased by the amount of any Material Project EBITDA Adjustments in respect of any Material Project of the Loan Parties applicable to the previous four-fiscal quarter period.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Record” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Electronic Signature” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.8(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 11.8(b)(iii)).

“Environmental Laws” means any and all federal, state, and local Laws, regulations, judicial decisions, orders, decrees, rules, permits, licenses, and other governmental restrictions and requirements pertaining to human health (to the extent relating to exposure to Hazardous Materials) or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., the Federal Water Pollution Control Act, as amended by the Clean Water Act, 33 U.S.C. §1251 et seq., the Clean Air Act, 42 U.S.C. §7401 et seq., the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. §11001 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §5101 et seq., the Toxic Substances Control Act, 15 U.S.C. §2601 et seq., the Oil Pollution Act of 1990, 33 U.S.C. §2701 et seq., the Safe Drinking Water Act, 42 U.S.C. §300f et seq., the Occupational Safety and Health Act, 29 U.S.C. §651 et seq., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §136 et seq., the Endangered Species Act, 16 U.S.C. §1531 et

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seq., the National Environmental Policy Act, 42 U.S.C. §4321 et seq., the Rivers and Harbors Appropriation Act of 1899, 33 U.S.C. §407, all similar state statutes and local ordinances, and all regulations promulgated under any of those statutes, and all administrative and judicial actions respecting such legislation, all as amended from time to time.

“Environmental Liabilities” means, as to any Person, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs, and expenses (including, without limitation, all reasonable fees, disbursements and expenses of counsel, expert and consulting fees and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, including any Environmental Law, permit, order or agreement with any Governmental Authority or other Person, arising from environmental, health or safety conditions or the Release or threatened Release of a Hazardous Material into the environment, resulting from the past, present, or future operations of such Person or its Affiliates.

“Equity Interests” means, as to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, together with the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any corporation or trade or business which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as a Loan Party, is under common control (within the meaning of Section 414(c) of the Code) with a Loan Party, or is otherwise considered a single employer with a Loan Party pursuant to Sections 414(m) or (o) of the Code, for purposes of the provisions relating to Section 412 of the Code or Section 303 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Plan, (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan, (d) the filing of a notice of intent to terminate a Plan, the treatment of a Plan or Multiemployer Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Plan or Multiemployer Plan, (e) the occurrence of an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan, (f) the imposition of any liability to the PBGC under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate, (g) the failure of any Loan Party or ERISA Affiliate to meet any funding obligations with respect to any Plan or Multiemployer Plan, or (h) a Plan becomes subject to the at-risk requirements in Section 303 of ERISA or Section 430 of the Code or is in endangered or critical status under

Section 305 of ERISA or Section 432 of the Code.

“Erroneous Payment” has the meaning set forth in Section 10.15(a).

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“Erroneous Payment Deficiency Assignment” has the meaning set forth in Section 10.15(d).

“Erroneous Payment Impacted Class” has the meaning set forth in Section 10.15(d).

“Erroneous Payment Return Deficiency” has the meaning set forth in Section 10.15(d).

“Erroneous Payment Subrogation Rights” has the meaning set forth in Section 10.15(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” has the meaning set forth in Section 9.1.

“Excluded Accounts” shall mean (i) segregated deposit accounts constituting (and the balance of which consists solely of funds set aside in connection with) payroll accounts and accounts dedicated to the payment of accrued employee benefits, medical, dental and employee benefits claims to employees of any Loan Party, provided that any such account is styled in the depository bank’s records in a manner that evidences such limited purpose, (ii) deposit accounts containing cash or other property with an aggregate value of less than $500,000, other than accounts that are subject to an Account Control Agreement, (iii) deposit accounts which are used solely as an escrow account or as a fiduciary or trust account that is contractually obligated to be segregated from the other assets of the Loan Parties, in each case, for the benefit of unaffiliated third parties, provided that any such account is styled in the depository bank’s records in a manner that evidences such fiduciary, escrow or trust purpose, and (iv) cash collateral accounts subject to Liens that are permitted pursuant to Sections 7.2(e), (j), (q) and (s).

“Excluded Assets” means (i) commercial tort claims where the amount of damages expected to be claimed is less than $1,000,000 in the aggregate, (ii) any “intent to use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an “Amendment to Allege Use” or a “Statement of Use” under Section 1(c) or Section 1(d) of the Lanham Act has been filed, solely to the extent that such a grant of a security interest therein prior to such filing would impair the validity or enforceability of any registration that issues from such “intent-to-use” application under federal law; provided, however, to the extent that such applicable Law is no longer in effect, then such trademark application shall cease to be an “Excluded Asset” and shall automatically be subject to the Lien and security interests granted under the Security Documents, (iii) Equity Interests held by any Loan Party in any Subsidiary during the time that such entity constitutes an Unrestricted Subsidiary and in any Joint Venture, (iv) any “building” (as defined in the applicable Flood Insurance Regulation) or “manufactured (mobile) home” (as defined in the applicable Flood Insurance Regulation) located on real property, (v) any Excluded Accounts and (vi) any Excluded Contracts; provided, that (a) any proceeds received by any Loan Party from the sale, transfer or other disposition of Excluded Assets shall constitute Collateral unless any assets or property constituting such proceeds are themselves subject to the exclusions set forth above or otherwise constitute Excluded Assets and (b) any cash received by any Loan Party from any Excluded Assets shall constitute Collateral.

“Excluded Contract” shall mean any contract (and any contract rights arising thereunder) to which any of the Loan Parties is a party on the date hereof or which is entered into by any Loan Party after the date hereof (and the provisions of which are not agreed to by a Loan Party for the purposes of excluding such contract from the Lien granted under the Security Agreement), in any case to the extent (but only to the extent) that a Loan Party is prohibited from granting a security interest in, pledge of, or charge, mortgage or other Lien upon any such property by reason of (a) a negative pledge, anti-assignment provision or other contractual restriction in existence on the date hereof or, as to contracts entered into after the date hereof, the provisions of which are entered in the ordinary course of business and consistent with past practice and

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not agreed to by a Loan Party for the purposes of excluding such contract from the Lien granted hereunder, or (b) applicable requirement of Law to which such Loan Party or such property is subject; provided, however, to the extent that (i) either of the prohibitions discussed in clause (a) or (b) above is ineffective or subsequently rendered ineffective under Sections 9.406, 9.407, 9.408 or 9.409 of the UCC or under any applicable Law or is otherwise no longer in effect or enforceable, or (ii) the applicable Loan Party has obtained the consent of the other parties to such Excluded Contract to the creation of a Lien on and security interest in, such Excluded Contract, then such contract (and any contract rights arising thereunder) shall cease to be an “Excluded Contract” and shall automatically be subject to the Lien and security interests granted by and the terms and provisions of the Security Agreement as “Collateral”.

“Excluded Contribution Assets” means any asset (including cash and capital contributions consisting of cash) that is used or useful in, or Equity Interests of any Person engaged in, the business of the Loan Parties, in each case, received by the Borrower since the Closing Date from (a) the issuance or sale of its Equity Interests (other than Disqualified Equity Interests) or that of any direct or indirect parent of the Borrower (to the extent contributed as common equity to the Borrower) and/or (b) contributions to its common equity, in each case, only to the extent such asset or Equity Interest is subsequently contributed to an Unrestricted Subsidiary or a Joint Venture in accordance with the terms hereof within thirty (30) days after the date such capital contributions are made or the date such Qualified Equity Interests are sold, as the case may be; provided that, (i) no proceeds of any Cure Amounts nor amounts required to be paid in respect of the Obligations pursuant to Section 2.8(d)(ii) shall constitute Excluded Contribution Assets and (ii) any assets shall cease to be Excluded Contribution Assets if such assets are no longer permitted to be invested pursuant to Section 7.5(o).

“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any “keepwell, support or other agreement” for the benefit of such Loan Party and any and all Guarantees of such Loan Party’s Swap Obligations by Borrower or any other Loan Party) at the time the Guarantee of such Loan Party, or a grant by such Loan Party of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one (1) swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or Lien is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in such Loan or Commitment (other than pursuant to an assignment request by Borrower under Section 3.6(b)) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.4(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

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“Existing Credit Agreement” means the Credit Agreement dated as of October 14, 2021 between DBRI and Capital Farm Credit, ACA, an agricultural credit association, as agent/nominee for Capital Farm Credit, FLCA, a federal land credit association and federally chartered instrumentality of the United States, as amended, amended and restated, modified or supplemented from time to time.

“Extraordinary Receipt” means any cash received by or paid to or for the account of any Loan Party or any Restricted Subsidiary of a Loan Party not in the ordinary course of business, including in connection with Casualty Events, Tax refunds, pension plan reversions, proceeds of insurance, condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments, but excluding any proceeds of Equity Interest issuances or capital contributions.

“Facility” means the Term Loan Facility or the Revolving Credit Facility, as the context may require.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

“Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York, on the Business Day next succeeding such day, provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent on such day on such transactions as determined by Administrative Agent; provided, however, if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Fee Letter” means the separate fee letter dated as of May 16, 2023, between Borrower, the Arranger and Texas Capital Bank and any other fee letter among Borrower and Administrative Agent, Arranger and/or Texas Capital Bank concerning fees to be paid by Borrower in connection with this Agreement, including any amendments, restatements, supplements or modifications thereof. By its execution of this Agreement, each Lender acknowledges and agrees that Administrative Agent, Arranger and/or Texas Capital Bank may elect to treat as confidential and not share with Lenders any Fee Letters executed from time to time in connection with this Agreement.

“Finance Lease Obligation” means, as applied to any Person, the amount of Debt under a lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a finance lease on the balance sheet of that Person; provided that, notwithstanding any changes adopted or required to be adopted by Borrower as a result of any actual or proposed update to accounting standards, including, in particular, Accounting Standards Update (ASU) 2016-02 Leases (Topic 842), only Debt under leases that would be classified as capital leases under GAAP prior to the implementation of such updated accounting standards (including, in particular, Accounting Standards Update (ASU) 2016-02 Leases (Topic 842)) and regardless whether or not such leases was in effect prior to or after such implementation shall constitute Finance Lease Obligations.

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“Financial Covenants” means the covenants set forth in Sections 8.1, 8.2 and 8.3.

“First Amendment Effective Date” has the meaning given such term in the First Amendment to Credit Agreement.

“First Amendment to Credit Agreement” means the First Amendment to Credit Agreement dated May 10, 2024 by and among Borrower, the Guarantors, Administrative Agent and the Lenders, amending this Agreement.

“Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001 et seq.), (d) the Flood Insurance Reform Act of 2004 and (e) the Biggert-Waters Flood Insurance Reform Act of 2012, in each case as now or hereafter in effect or any successor statute thereto and including any regulations promulgated thereunder.

“Floor” means a rate of interest equal to 0.00%.

“Foreign Lender” means (a) if Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which Borrower is resident for Tax purposes.

“Fraudulent Transfer Laws” has the meaning set forth in Section 12.14.

“Free Cash Flow” means with respect to the Borrower and its consolidated Restricted Subsidiaries, for any Test Period, without duplication and on a consolidated basis in accordance with GAAP, an amount calculated as: (a) (i) EBITDA for such period (without giving effect to any Cure Amounts or adjustments for Material Acquisitions, Material Dispositions or Material Project EBITDA Adjustments under the definition thereof), minus (ii) Cash Interest Expense for such period, minus (iii) mandatory principal payments made or required to be made in respect of any Debt incurred or made by the Borrower and its consolidated Restricted Subsidiaries during such period, minus (iv) the amount of all maintenance capital expenditures for such period, minus (v) the aggregate amount of all Restricted Payments made pursuant to Sections 7.4(c) and (d) during such period; plus

(b) any amounts that were permitted to be distributed during the three most recently completed Free Cash Flow Usage Periods and the then current Free Cash Flow Usage Period under Sections 7.4(e) (and which amounts were not subsequently distributed by the Borrower pursuant to Sections 7.4(e)).

“Free Cash Flow Usage Certificate” means a certificate of a Responsible Officer in substantially the form of Exhibit I hereto, (a) setting forth reasonably detailed calculations of Free Cash Flow for the Test Period most recently ended, (b) certifying as to (and specifying in reasonable detail) the aggregate amount of all Restricted Payments made pursuant to Section 7.4(e) during the three most recently completed Free Cash Flow Usage Periods and the then current Free Cash Flow Usage Period, (iii) setting forth a reasonably detailed description of the proposed Restricted Payment or investment, as applicable and (iv) certifying that after giving effect to such Restricted Payment or investment, as applicable, Distributable Free Cash Flow Amount will be greater than or equal to $0.

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“Free Cash Flow Usage Period” means, as of any date of determination, the period commencing on the most recent date on which financial statements have been delivered to the Administrative Agent pursuant to Section 6.1(b) and ending on (but not including) the date that financial statements are next delivered to the Administrative Agent pursuant to Section 6.1(b).

“Fronting Exposure” means, at any time there is a Revolving Credit Lender that is a Defaulting Lender, with respect to L/C Issuer, such Defaulting Lender’s Applicable Percentage of the Outstanding Amount of the L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funded Debt” means, as to any Person, without duplication, all Debt of such Person pursuant to clauses (a), (b), (c), (d) and (l) of the definition of “Debt” (and to the extent applicable to each of the foregoing, clause (e)), in each case determined in accordance with GAAP.

“GAAP” means generally accepted accounting principles, applied on a consistent basis, as set forth in opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants and/or in statements of the Financial Accounting Standards Board and/or their respective successors and which are applicable in the circumstances as of the date in question.

“Governmental Authority” means the government of the United States of America or any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, tribal body or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank), and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Guarantee” by any Person means any obligation or liability, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person as well as any obligation or liability, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or liability (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to operate Property, to take-or-pay, or to maintain net worth or working capital or other financial statement conditions or otherwise) or (b) entered into for the purpose of indemnifying or assuring in any other manner the obligee of such Debt or other obligation or liability of the payment thereof or to protect the obligee against loss in respect thereof (in whole or in part); provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The terms “Guarantee” and “Guaranteed” used as a verb have a corresponding meaning.

“Guarantor Joinder Agreement” means a Guarantor Joinder Agreement in the form of Exhibit H hereto.

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“Guarantors” means, collectively, DBR REIT, DBR Desert, DBR Reeves, DBRI, HH Operating, DBR Solar, Pecos Renewables and each other Restricted Subsidiary (other than any Immaterial Subsidiary) of Borrower that Guarantees the Obligations pursuant to a Guaranty, and other each Person who from time to time Guarantees all or any part of the Obligations under the Loan Documents, including any Person who becomes a party to this Agreement pursuant to a Guarantor Joinder Agreement, and including with respect to Obligations under any Bank Product Agreement to which a Loan Party (other than Borrower) is a party, Borrower, and “Guarantor” means any one of the Guarantors.

“Guaranty” means, collectively, the guaranty made by the Loan Parties party to this Agreement pursuant to Article 12 and each other written guaranty executed by one or more of the Guarantors in favor of Administrative Agent, for the benefit of the Secured Parties, in form and substance satisfactory to Administrative Agent.

“Hazardous Material” means any substance, product, waste, pollutant, material, chemical, contaminant, constituent, or other material which is or becomes regulated under any Environmental Law, including, without limitation, any petroleum and petroleum byproducts, natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel (or mixture of natural gas and such synthetic gas), polychlorinated biphenyls, lead and lead-based paint, radon, radioactive materials, flammables and explosives, and mold. “Hazardous Material” shall include, without limitation, any hazardous or toxic substance, material or waste or any chemical, element, compound or mixture which is: (i) asbestos and asbestos-containing materials; (ii) designated as a “pollutant” or “toxic pollutant” pursuant to the Federal Water Pollution Control Act (33 U.S.C. Paragraph 1251 et seq.); (iii) defined as a “solid or hazardous waste” pursuant to the Federal Resource Conservation and Recovery Act (42 U.S.C. Paragraph 6901 et seq.); (iv) defined as “hazardous substances” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Paragraph 9601 et seq.); (v) listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR part 302); (vi) chemicals, elements, compounds, mixtures, substances, materials or wastes otherwise regulated under any applicable federal, state or local Environmental Laws; (vii) polychlorinated biphenyls; (viii) “pesticides” as defined in the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §§ 136 et seq.; (ix) “contaminant” as defined in the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq.; (x) “extremely hazardous substances” as defined in the Emergency Planning and Community Right to Know Act, 42 U.S.C. §§ 11001 et seq.; (xi) “hazardous materials” as defined in the Hazardous Materials Transportation Act, 49 U.S.C. §§ 5101 et seq.; (xii) “hazardous air pollutants” as defined in the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; and (xiii) “oil” as defined in the Oil Pollution Act of 1990, 33 U.S.C. §§ 2701 et seq.

“Hedge Obligations” means, at any time with respect to any Person, all indebtedness, liabilities, and obligations of such Person under or in connection with any Hedge Agreement, whether actual or contingent, due or to become due and existing or arising from time to time.

“Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and settlement amounts, early termination amounts or termination value(s) determined in accordance therewith, such settlement amounts, early termination amounts or termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more commercially reasonable mid-market or other readily available quotations provided by any dealer which is a party to such Hedge Agreement or any other recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).

“Hedging Agreement” or “Hedge Agreement” means (a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index

CREDIT AGREEMENT – Page 27

transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules and annexes, a “Master Agreement”), (c) any and all Master Agreements and any and all related confirmations and (d) any other agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“HH Operating” has the meaning set forth in the introductory paragraph to this Agreement.

“Historical Financial Statements” has the meaning set forth in Section 4.1(u).

“Holdings” means (a) as of the Closing Date, DBR Land Holdings LLC, a Delaware limited liability company and (b) on and after any transfer date contemplated by clause (c) of the definition of “Change in Control”, New Parent.

“Honor Date” has the meaning set forth in Section 2.2(c)(i).

“Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature. Unless otherwise expressly provided herein, all references in this Agreement to “Hydrocarbon Interests” refer to Hydrocarbon Interests owned at the time in question by the Loan Parties.

“Hydrocarbons” means oil, gas, coal seam gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate and all other liquid or gaseous hydrocarbons produced or to be produced in conjunction therewith from a well bore and all products, by-products and other substances derived therefrom or the processing thereof, including natural gas liquids, and all other minerals and substances produced in conjunction with such substances, including, sulfur, geothermal steam, water, carbon dioxide, helium and any and all minerals, ores or substances of value and the products and proceeds therefrom.

“Immaterial Subsidiary” means, on any date, any Restricted Subsidiary of Borrower (other than DBRI or, if applicable from time to time, any other Restricted Subsidiary of Borrower that owns Equity Interests in DBRI) which, as of the last day of the most recently ended period of four (4) consecutive fiscal quarters ending on such date contributed less than 2.5% of EBITDA of Borrower and its consolidated Subsidiaries as calculated for such period or 2.5% of Consolidated Net Tangible Assets as calculated for such date; provided that, as of the last day of such period, the combined EBITDA attributable to all Immaterial Subsidiaries shall not exceed 5% of EBITDA of Borrower and its consolidated Subsidiaries for such period as determined in accordance with GAAP or 5% of Consolidated Net Tangible Assets (each of EBITDA and Consolidated Net Tangible Assets to be determined after eliminating intercompany obligations).

“Increase Effective Date” has the meaning set forth in Section 2.9(c).

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“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower or any other Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Information” has the meaning set forth in Section 11.26.

“Intellectual Property” means all copyrights, copyrightable works, patents, patent applications, trademarks, service marks, trade names, brand names, trade dress, slogans, logos and internet domain names and uniform resource locators, and the goodwill associated with any of the foregoing, and other types of intellectual or industrial property rights and foreign equivalent or counterpart rights and forms of protection of a similar or analogous nature to any of the foregoing or having similar effect in any jurisdiction throughout the world, and registrations and applications for registration of any of the foregoing, and all documentation and embodiments of the foregoing, in whatever form, now owned or hereafter acquired.

“Interest Period” means with respect to any Term SOFR Loan, the period commencing on the date such Loan becomes a Term SOFR Loan (whether by the making of a Loan or its continuation or conversion) and ending on the numerically corresponding day in the calendar month that is one (1), three (3) or six (6) months thereafter (in each case subject to the availability of Term SOFR for such period), as Borrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period pertaining to a Term SOFR Loan that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (c) no tenor that has been removed from this definition pursuant to Section 3.3(b)(iv) and not thereafter reinstated pursuant to such Section shall be available for specification in any Borrowing Request or notice of continuation or conversion thereof.

“Interest Rate” means the rate equal to the lesser of (a) the Maximum Rate and (b) the Applicable

Rate.

“IRS” means the United States Internal Revenue Service.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means, with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by L/C Issuer and Borrower (or any Restricted Subsidiary) or in favor of L/C Issuer and relating to such Letter of Credit.

“Joint Venture” means any joint venture organized as corporation, partnership, limited liability company, association or other corporate entity of any Loan Party (other than a Subsidiary), in each case, to the extent formed or acquired, and funded, in a manner not otherwise prohibited by Section 7.3 or Section 7.5(e).

CREDIT AGREEMENT – Page 29

“L/C Advance” means, with respect to each Revolving Credit Lender, such Revolving Credit Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed by Borrower on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means Texas Capital Bank in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as of any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Laws” means, collectively, all international, foreign, federal, state, provincial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lender” and “Lenders” have the meanings set forth in the introductory paragraph hereto, and shall include L/C Issuer, and their respective successors and assigns permitted hereunder, as the context may require.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Borrower and Administrative Agent.

“Letter of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by L/C Issuer.

“Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the Maturity Date for the Revolving Credit Facility.

“Letter of Credit Fee” has the meaning set forth in Section 2.3(b).

“Letter of Credit Sublimit” means, at any time, an amount equal to the lesser of (a) $5,000,000 and (b) the aggregate Revolving Credit Commitments at such time. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

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“Leverage Ratio” means, as of any date of determination, the ratio of (a) (i) all Funded Debt of Borrower and its Restricted Subsidiaries, on a consolidated basis in accordance with GAAP, as of such date, minus (ii) the lesser of $10,000,000 or the amount of unrestricted cash of the Loan Parties that is held in accounts maintained at Texas Capital Bank (or any other financial institution to the extent such account is subject to an Account Control Agreement) on such date, to (b) EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis in accordance with GAAP, for the most recently ended Test Period.

“Lien” means, as to any Property of any Person, (a) any lien, mortgage, security interest, Tax lien, pledge, charge, hypothecation, collateral assignment, preference, priority, or other encumbrance of any kind or nature whatsoever (including, without limitation, any conditional sale or title retention agreement), whether arising by contract, operation of law, or otherwise, affecting such Property and (b) the signing or filing of a financing statement which names the Person as debtor or the signing of any security agreement or the signing of any document authorizing a secured party to file any financing statement which names such Person as debtor.

“Limited Perfection Collateral” means (a) equipment evidenced by certificates of title, (b) commercial tort claims, intellectual property, letter of credit rights and chattel paper, (c) any property of immaterial value (as determined by the Borrower with the consent of the Administrative Agent (not to be unreasonably withheld)), and (d) any other property as to which the Administrative Agent and the Borrower have agreed in writing that the costs of perfecting a security interest in such Collateral is excessive in relation to the value of the security interest afforded thereby.

“Liquidity” means, as of any date, the sum of (a) the unrestricted cash of the Loan Parties held in accounts maintained at Texas Capital Bank (or any other financial institution to the extent such account is subject to an Account Control Agreement) on such date, plus (b) provided that all conditions precedent set forth in Section 4.2 are then satisfied, the amount (if any) of unused Revolving Credit Commitments that are available to be drawn on such date.

“Loan” means an extension of credit by a Lender to Borrower under Article 2 in the form of a Revolving Credit Loan or a Term Loan.

“Loan Documents” means this Agreement, each Guaranty, the Security Documents, the Notes, the Issuer Documents, each Fee Letter, and all other promissory notes, security agreements, intercreditor agreements, mortgages, deeds of trust, assignments, letters of credit, guaranties, and other instruments, documents, certificates and agreements executed and delivered pursuant to or in connection with this Agreement or the Security Documents; provided that the term “Loan Documents” shall not include any Bank Product Agreement.

“Loan Party” means Borrower and each Guarantor.

“Management Stockholders” means the members of management (including any family members, heirs or descendants of any such members, the trustees of any bona fide trusts of which any of the foregoing are the sole beneficiaries and grantors, and any trust or other Person established for estate planning purpose that are controlled by, and established for the sole benefit of, any of the foregoing) of Holdings, the Borrower or any of its Restricted Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.

“Material Acquisition” means any acquisition of Property or series of related acquisitions of Property that involves the payment of Acquisition Consideration by the Loan Parties and their Restricted Subsidiaries in excess of $5,000,000.

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“Material Adverse Effect” means any act, event, condition, or circumstance which could materially and adversely affect (a) the operations, business, Properties, liabilities, or financial condition of Borrower and its Restricted Subsidiaries, taken as a whole; (b) the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; (c) the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party; or (d) the rights and remedies available to, or conferred upon, Administrative Agent or any other Secured Party under any Loan Document.

“Material Agreement” means any contract or agreement of any Loan Party or any of its Restricted Subsidiaries (a) involving a monetary liability of or payable to any such Person in an aggregate amount in excess of $5,000,000 in any twelve-month period, (b) governing any Material Debt or pursuant to which any Material Debt was incurred, or (c) the failure to renew, the breach, non-performance, or cancellation of which could reasonably be expected to have a Material Adverse Effect. The Material Agreements as of the First Amendment Effective Date are set forth on Schedule 5.27.

“Material Debt” means Debt (other than the Loans and Letters of Credit) of any one or more of the Loan Parties and their Restricted Subsidiaries in an aggregate principal amount exceeding $5,000,000.

“Material Disposition” means any disposition of Property or series of related dispositions of Property that involves the payment of consideration to the Loan Parties and their Restricted Subsidiaries in excess of $5,000,000.

“Material Project” means any capital construction or expansion project (or series of related capital or expansion projects) of any Loan Party, the aggregate capital cost of which exceeds, or is reasonably expected by Borrower to exceed, $5,000,000.

“Material Project EBITDA Adjustments” means, with respect to each Material Project of a Loan Party:

(A) prior to the Commercial Operation Date of a Material Project (and including the fiscal quarter in which such Commercial Operation Date occurs) a percentage (based on the then-current completion percentage of such Material Project) of an amount determined by Borrower (and approved by Administrative Agent (such approval not to be unreasonably withheld)) as the projected EBITDA attributable to such Material Project for the first 12-month period following the scheduled Commercial Operation Date of such Material Project (such amount to be determined based on customer contracts relating to such Material Project, the creditworthiness of the other parties to such contracts, projected revenues from such contracts, capital costs and expenses, scheduled Commercial Operation Date and other factors deemed reasonably appropriate by Administrative Agent) which may, at Borrower’s option, be added to actual EBITDA for the fiscal quarter in which construction or expansion of such Material Project commences and for each fiscal quarter thereafter until the Commercial Operation Date of such Material Project (including the fiscal quarter in which such Commercial Operation Date occurs, but without duplication of any actual EBITDA attributable to such Material Project following such Commercial Operation Date); provided that if the actual Commercial Operation Date does not occur by the scheduled Commercial Operation Date, the foregoing amount shall be reduced, for quarters ending after the scheduled Commercial Operation Date to (but excluding) the first full quarter after the actual Commercial Operation Date, by the following percentage amounts depending on the period of delay (based on the actual period of delay or then-estimated delay, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not more than 180 days, 25%, (iii) longer than 180 days but not more than 270 days, 50%, (iv) longer than 270 days but not more than 365 days, 75%, and (v) longer than 365 days, 100%;

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(B) beginning with the first full fiscal quarter following the Commercial Operation Date of such Material Project and for the two immediately succeeding fiscal quarters, an amount to be approved by Administrative Agent (such approval not to be unreasonably withheld) equal to the projected EBITDA attributable to such Material Project for the first full four fiscal quarter period following such Commercial Operation Date, which may be added to actual EBITDA for such applicable four fiscal quarter period (but net of any actual EBITDA attributable to such Material Project following such Commercial Operation Date).

Notwithstanding the foregoing:

(a) no such additions shall be allowed with respect to any Material Project unless:

(i) not later than 10 days (or such shorter time period as may be agreed by Administrative Agent) prior to the delivery of a Compliance Certificate required by the terms and provisions of Section 6.1(c) if Material Project EBITDA Adjustments will be made to EBITDA, Borrower shall have delivered to Administrative Agent a proposed determination of Material Project EBITDA Adjustments setting forth (i) the scheduled Commercial Operation Date for such Material Project and (ii) projections of EBITDA attributable to such Material Project, along with a reasonably detailed explanation of the basis therefor, and

(ii) prior to the date such Compliance Certificate is required to be delivered, Administrative Agent shall have approved such projections and shall have received such other information and documentation as Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to Administrative Agent; and

(b) the aggregate amount of all Material Project EBITDA Adjustments during any period, when added to all EBITDA add-backs made pursuant to clause (b)(xv) of the definition thereof, shall be limited to 20% of the total actual EBITDA of Borrower and its Restricted Subsidiaries for the previous four fiscal quarter period (which total actual EBITDA shall be determined without including any Material Project EBITDA Adjustments or other such add-backs).

“Material Real Estate” means any land or acreage leased or owned in fee simple with a fair market value exceeding $2,000,000 (determined on an individual basis).

“Maturity Date” means (a) with respect to the Revolving Credit Facility, July 3, 2027, or such earlier date on which the Revolving Credit Commitment of each Revolving Credit Lender terminates as provided in this Agreement, and (b) with respect to the Term Loan Facility, July 3, 2027; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next succeeding Business Day.

“Maximum Rate” means, at all times, the maximum rate of interest which may be charged, contracted for, taken, received or reserved by Lenders in accordance with applicable Texas Law (or applicable United States federal Law to the extent that such Law permits Lenders to charge, contract for, receive or reserve a greater amount of interest than under Texas Law). The Maximum Rate shall be calculated in a manner that takes into account any and all fees, payments, and other charges in respect of the Loan Documents that constitute interest under applicable Law. Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change in the Maximum Rate shall take effect without notice to Borrower at the time of such change in the Maximum Rate.

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“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the time that a Defaulting Lender exists, an amount equal to 105% of the Fronting Exposure of L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.6(a)(i), (a)(ii) or (a)(iii), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by Administrative Agent and L/C Issuer in their sole discretion.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally-recognized rating agency.

“Mortgages” means, collectively, the mortgages or deeds of trust now or hereafter encumbering Borrower’s or any other Loan Party’s fee or leasehold estates in their respective Properties as described therein in favor of Administrative Agent, for the benefit of the Secured Parties as security for the Obligations, in form and substance satisfactory to Administrative Agent.

“Multiemployer Plan” means a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions are being made or have been made by, or for which there is an obligation to make contributions by or there is any liability, contingent or otherwise, with respect to a Loan Party or any ERISA Affiliate and which is covered by Title IV of ERISA.

“Net Cash Proceeds” means:

(a) with respect to any Disposition by any Loan Party or any of its Restricted Subsidiaries, or any Extraordinary Receipt (other than in respect of a Casualty Event) received or paid to the account of any Loan Party or any of its Restricted Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received), over (ii) the sum of (A) the principal amount of any Debt that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Debt under the Loan Documents) and any reserves for adjustment in respect of the price relating to a Disposition, established in accordance with GAAP, (B) the reasonable out-of-pocket expenses incurred by such Loan Party or such Restricted Subsidiary in connection with such transaction including legal, accounting, investment banking and other professional fees directly related thereto, (C) Taxes paid or reasonably estimated to be payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith (after taking into account any available tax credits or deductions and any tax sharing arrangement) and (D) any cash payments made to satisfy obligations of any Loan Party from early termination of any Hedge Agreement that had been entered to mitigate risks associated with the asset(s) Disposed; provided that, if (1) reserves established pursuant to subclause (A) exceed the actual purchase price adjustment required to be paid in connection with such transactions, or (2) the amount of any estimated Taxes pursuant to subclause (C) exceeds the amount of Taxes actually required to be paid in cash in respect of such Disposition, in each case, the aggregate amount of such excess shall constitute Net Cash Proceeds;

(b) with respect to the sale or issuance of any Equity Interests by any Loan Party or any Restricted Subsidiary of a Loan Party, or the incurrence or issuance of any Debt other than Debt permitted to be incurred pursuant to Section 7.1, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred and paid by the applicable Loan Party or Restricted Subsidiary to non-Affiliates in connection therewith; and

CREDIT AGREEMENT – Page 34

(c) with respect to any Casualty Event, an amount equal to: (a) any cash payments or proceeds received by any Loan Party or any of its Restricted Subsidiaries (i) under any casualty insurance policies in respect of any covered loss thereunder, or (ii) as a result of the taking of any assets of any Loan Party or any of its Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (b) (i) any actual and reasonable costs incurred by such Loan Party or any of its Restricted Subsidiaries in connection with the adjustment or settlement of any claims of such Loan Party or such Restricted Subsidiary in respect thereof, and (ii) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (b)(i) of this definition to the extent paid or payable to non-Affiliates, including income or gains taxes payable by such Loan Party or any of its Restricted Subsidiaries as a result of any gain recognized in connection therewith during the tax period the cash payments or proceeds are received.

“Net Income” means, for any Person for any Test Period, the net income (or loss) of such Person and its Restricted Subsidiaries on a consolidated basis as determined in accordance with GAAP; provided that Net Income shall exclude (to the extent otherwise provided therein) any income (or loss) for such Test Period of any other Person if such other Person is not a Restricted Subsidiary, except that Borrower’s equity in the net income of any such Person for such Test Period shall be included in Net Income up to the aggregate amount of cash actually distributed by such Person during such Test Period to Borrower or a Restricted Subsidiary as a dividend or other distribution. For the avoidance of doubt, Net Income shall not include (x) any net income attributable to Unrestricted Subsidiaries or Joint Ventures, except for dividends or similar distributions actually paid in cash as contemplated by the immediately preceding sentence or (y) net income of a Restricted Subsidiary that is not a wholly owned Subsidiary that is attributable to the ownership interests of a non-Loan Party.

“New Parent” shall mean a Subsidiary of Holdings created to directly hold the Equity Interests of the Borrower.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all affected Lenders in accordance with the terms of Section 11.10 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such

time.

“Non-Extension Notice Date” has the meaning set forth in Section 2.2(b)(iii).

“Non-Recourse Debt” means any Debt of any Unrestricted Subsidiary in respect of which the holder or holders thereof have no recourse (including by way of guaranty, support, security or indemnity) to Holdings, the Borrower or any Restricted Subsidiary or to any of their property (other than in respect of the Equity Interests of such Unrestricted Subsidiary), whether for principal, interest, fees, expenses or otherwise.

“Notes” means, collectively, the Revolving Credit Notes and the Term Loan Notes, and “Note” means any one of the Notes.

“Obligations” means all obligations, indebtedness, and liabilities of Borrower and each other Loan Party to Administrative Agent, L/C Issuer, each Lender and each other Secured Party now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, arising under or pursuant to this Agreement or the other Loan Documents

CREDIT AGREEMENT – Page 35

or any Bank Product Agreements, and all interest accruing thereon (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether a claim for post-filing or post-petition interest is allowed in any bankruptcy, insolvency, reorganization or similar proceeding), and all attorneys’ fees and other expenses incurred in the enforcement or collection thereof and Erroneous Payment Subrogation Rights; provided that, as to any Loan Party, the “Obligations” shall exclude any Excluded Swap Obligations of such Loan Party.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Oil and Gas Properties” means (a) all Hydrocarbon Interests, (b) all rights, titles and interests created by or arising under the terms of all present and future unitization, communitization or pooling arrangements (and all Properties covered and units created thereby) whether arising by contract or operation of law which now or hereafter include all or any part of the Hydrocarbon Interests, (c) all unsevered and unextracted Hydrocarbons in, under or attributable with respect to the Hydrocarbon Interests, (d) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests, (e) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells (or interests therein), (f) all present and future interests in saltwater disposal wells and all surface leases and fee interests related thereto and (g) all rights, remedies, powers and privileges with respect to any of the foregoing. Unless otherwise provided herein, “Oil and Gas Properties” means the Oil and Gas Properties of Borrower and its Restricted Subsidiaries.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Guaranties” has the meaning set forth in Section 12.11.

“Other Guarantors” has the meaning set forth in Section 12.11.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.6).

“Outstanding Amount” means (a) with respect to the Revolving Credit Loans and the Term Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans and Term Loans, as the case may be, occurring on such date, and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by Borrower of Unreimbursed Amounts.

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“Owned Real Estate Support Documents” means, with respect to any real Property which is owned by any Loan Party in fee simple and only to the extent any Loan Party obtains any such documentation in its discretion (or otherwise has any such documentation on file), such mortgagee title insurance policies, surveys, environmental assessment reports, environmental questionnaires, flood hazard certifications, evidence of flood insurance, if required (with the understanding that the Collateral is intended to exclude such assets as may be necessary to mitigate or eliminate any such requirement), and other mortgage-related documents.

“Paid in Full” or “Payment in Full” means, (a) the indefeasible payment in full in cash of all outstanding Loans and L/C Obligations, together with accrued and unpaid interest thereon, (b) the termination, expiration, or cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to Administrative Agent of a cash deposit, or at the discretion of Administrative Agent a backup standby letter of credit satisfactory to Administrative Agent and L/C Issuer, in an amount equal to 105% of the outstanding L/C Obligations as of the date of such payment), (c) the indefeasible payment in full in cash of the accrued and unpaid fees owing under the Loan Documents, (d) the indefeasible payment in full in cash of all reimbursable expenses and other Obligations (other than (i) contingent obligations for which no claim has been made and other obligations expressly stated to survive such payment and termination of this Agreement, and (ii) Hedge Obligations and other Bank Product Obligations with respect to the Lenders and their Affiliates for which arrangements satisfactory to the applicable counterparty to such Hedge Agreement have been made), together with accrued and unpaid interest thereon, (e) the termination of all Commitments, and (f) the termination of all Bank Product Agreements (other than Bank Product Agreements for which arrangements satisfactory to the applicable counterparty to such Bank Product have been made).

“Participant” means any Person (other than (a) a natural Person, (b) a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, (c) a Defaulting Lender, or (d) Borrower or any of Borrower’s Affiliates or Subsidiaries or any other Loan Party) to which a participation is sold by any Lender in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it).

“Participant Register” means a register in the United States on which each Lender that sells a participation enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents.

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56, signed into law October 26, 2001).

“Payment Date” means (a) in respect of each Base Rate Loan, the first day of each and every calendar quarter during the term of this Agreement, upon prepayment of such Loan and the Maturity Date, (b) in respect of each Term SOFR Loan, the last day of each Interest Period applicable to such Term SOFR Loan (or the day that is three (3) months after the first day of such Interest Period if such Interest Period has a length of more than three (3) months), upon prepayment of such Loan and the Maturity Date, and (c) in respect of each Daily Simple SOFR Loan, the first day of each and every calendar month during the term of this Agreement, upon prepayment of such Loan, and the Maturity Date.

“Payment Recipient” has the meaning assigned to it in Section 10.15(a).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to all or any of its functions under ERISA.

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“Pecos Renewables” has the meaning set forth in the introductory paragraph to this Agreement.

“Periodic Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”.

“Permitted Acquisition” means any acquisition by any Loan Party in a transaction that satisfies each of the following requirements:

(a) no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such acquisition;

(b) both before and after giving effect to such acquisition and the Loans (if any) requested to be made in connection therewith, each of the representations and warranties in the Loan Documents is true and correct in all material respects (without duplication of any applicable materiality qualification);

(c) the business acquired in connection with such acquisition is (i) located in the United States, (ii) organized under applicable United States and state laws, and (iii) not engaged, directly or indirectly, in any line of business other than the businesses in which the Loan Parties are engaged on the Closing Date and any business activities that are substantially similar, related, or incidental thereto;

(d) the Borrower shall be in compliance with all financial covenants set forth in Article 8 (calculated without any Leverage Step-Up) after giving pro forma effect to such acquisition;

(e) if the EBITDA attributable to such acquisition is needed to establish pro forma compliance pursuant to clause (d) preceding, then as soon as available but not less than five (5) Business Days prior to such acquisition (or such shorter time period as Administrative Agent may agree in its sole discretion), the Borrower has provided the Administrative Agent a copy of all business and financial information reasonably requested by the Administrative Agent including pro forma financial statements, statements of cash flow, and Revolving Credit Availability projections;

(f) if such acquisition is an acquisition of the Equity Interests of a Person and the consideration thereof is funded using Loan proceeds, such acquisition is structured so that the acquired Person shall become a Wholly-Owned Domestic Subsidiary of the Borrower;

(g) if such acquisition is an acquisition of assets, such acquisition is structured so that a Loan Party shall acquire such assets;

(h) if such acquisition is an acquisition of Equity Interests, such acquisition will not result in any violation of Regulation U;

(i) if such acquisition involves a merger or a consolidation involving the Borrower or any other Loan Party, such Borrower or such Loan Party, as applicable, shall be the surviving entity;

(j) no Loan Party shall, as a result of or in connection with any such acquisition, assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that could have a Material Adverse Effect;

(k) immediately after giving pro forma effect to such acquisition, the Financial Covenants shall be satisfied and Liquidity shall be not less than $5,000,000; and

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(l) all actions required to be taken pursuant to Sections 6.12(b) and 6.13 as of the consummation of such acquisition shall have been taken.

“Permitted Holders” means each of (a) Sponsor, (b) the Management Stockholders and (c) any Person with which one or more of the Persons described in clauses (a) and (b) form a “group” (within the meaning of Section 14(d) of the Exchange Act) so long as, in the case of this clause (c), the relevant Person or Persons beneficially own more than 50% of the relevant voting stock beneficially owned by the group; provided that, for purposes of calculating Permitted Holders for “Change in Control”, only up to 10% of the Equity Interests held by Management Stockholders (including pursuant to clause (c) above), shall be included.

“Permitted Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

(b) commercial paper having the highest rating, at the time of acquisition thereof, of S&P or Moody’s and in either case maturing within six months from the date of acquisition thereof;

(c) certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days of the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) mutual funds investing solely in any one or more of the Permitted Investments described in clauses (a) through (d) above.

“Permitted Liens” means those Liens permitted by Section 7.2.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement or extension of any Debt of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Debt so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest, premium and penalties thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Debt permitted pursuant to Section 7.1(c), such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the final maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Debt being modified, refinanced, refunded, renewed, replaced or extended, and (c) at the time of incurrence thereof, no Event of Default shall have occurred and be continuing.

CREDIT AGREEMENT – Page 39

“Permitted Tax Distributions” means, (a) with respect to any Person, for any taxable period after the Closing Date during which time such Person is a pass-through entity for income Tax purposes, any Restricted Payment to any holder of such Person’s stock or other Equity Interests in an amount equal to the product of (i) the combined maximum prevailing federal and highest state and local income tax rates applicable to any direct or indirect owner of stock or other Equity Interests of such Person (taking into account (A) the deductibility of state and local taxes for U.S. federal income tax purposes, (B) the character of income and loss allocated as it affects the applicable tax rate, and (C) any applicable Medicare contribution tax on certain investment income under Section 1411 of the Code), and (ii) the aggregate amount of all items of income and gain, offset by the aggregate amount of all items of loss, deduction, and expense, allocated (or estimated to be allocable) to such an owner of stock or other Equity Interests of such Person (or such owner’s predecessor in interest) for U.S. federal income tax purposes for the relevant taxable period (or portion thereof) (but for all purposes excluding any and all allocations arising under Code Section 704(c)), less net taxable losses generated in a prior taxable period (to the extent such losses: (x) have not previously been taken into account hereunder to reduce the amount of a Permitted Tax Distribution, (y) are of a character that would allow them to be utilized to offset the income or gain allocable for such taxable period to the owners of stock or other Equity Interest of such Person, and (z) are not otherwise limited, disallowed or otherwise restricted from being utilized under applicable Law) and (b) without duplication of amounts distributed under clause (a) preceding, one or more Restricted Payments in the form of cash paid by the Borrower or any of its Subsidiaries to Parent or, for so long as WaterBridge NDB LLC (“Parent”) is the parent company of Holdings, to Parent, to permit Parent or Holdings to pay franchise, gross receipts, or similar Taxes that are imposed by a Governmental Authority on Parent, Holdings, Borrower or its Subsidiaries that are directly attributable to the assets or operations of Borrower or its Subsidiaries and that are not paid directly by the Borrower or its Subsidiaries, as applicable.

“Person” means any natural person, corporation, limited liability company, trust, association, company, partnership, joint venture, Governmental Authority, or other entity, and shall include such Person’s heirs, administrators, personal representatives, executors, successors and assigns.

“Plan” means any employee benefit or other plan, other than a Multiemployer Plan, established or maintained by, or for which there is an obligation to make contributions by or there is any liability, contingent or otherwise with respect to Borrower or any ERISA Affiliate and which is covered by Title IV of ERISA or subject to Section 412 of the Code.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“Platform” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

“Pledge Agreement” means that certain pledge agreement executed by Holdings in favor of the Administrative Agent in form and substance acceptable to the Administrative Agent, encumbering all outstanding Equity Interests issued by Borrower.

“Prime Rate” means the rate of interest published by The Wall Street Journal, from time to time, as the “U.S. Prime Rate”.

“Principal Office” means the principal office of Administrative Agent, presently located at the address set forth on Schedule 11.11.

“Prohibited Transaction” means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code.

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“Property” of a Person means any and all property, whether real, personal, tangible, intangible or mixed, of such Person, or any other assets owned, operated or leased by such Person, including Equity Interests and contract rights.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Purchase Money Debt” means Debt, the proceeds of which are used to finance the acquisition, lease, completion of construction, repair of, replacement, improvement to or installation of any Property; provided, however, that such Debt is incurred no later than ninety (90) days after such acquisition, leasing, completion, construction, repairment, replacement, improvement or installation.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning set forth in Section 11.30.

“Qualified Acquisition” means a Permitted Acquisition for consideration in excess of $25,000,000 and for which Administrative Agent has received either (a) audited financial information for the target entity or assets or (b) a quality of earnings report or other third party verification acceptable to the Administrative Agent of financial information of the target entity or assets; provided that, Borrower’s acquisition of the properties commonly known as the Frying Pan Ranch, the Speed Ranch, and the Orla Ranches (including Globe, Blocker and Willis) located in Andrews, Loving and Winkler Counties, Texas and Lea County, New Mexico and consummated prior to or on or about the First Amendment Effective Date shall be deemed Qualified Acquisitions for purposes of this Agreement.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act or any regulation promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interest” means any Equity Interest that is not Disqualified Equity Interest.

“Qualified IPO” means the issuance by the Borrower, Holdings or any other direct or indirect holding company of Borrower (including any entity that becomes a direct or indirect holding company of the Borrower in connection with an offering described below) of its common Equity Interests in a primary public offering pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended (other than a registration statement on Form S-8 or any successor form), which generates at least $100,000,000 in net proceeds to the issuer thereof.

“Recipient” means Administrative Agent, L/C Issuer, or any Lender, as applicable.

“Register” means a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of and stated interest on the Loans owing to, each Lender pursuant to the terms hereof from time to time.

“Related Indebtedness” means any and all indebtedness paid or payable by Borrower or any other Loan Party to Administrative Agent or any Lender pursuant to any Loan Document other than any Note.

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“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, sub agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release” means, as to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, disbursement, leaching, or migration of Hazardous Materials into the indoor or outdoor environment or into or out of Property owned by such Person, including, without limitation, the movement of Hazardous Materials through or in the air, soil, surface water, ground water, or Property.

“Release Date” means the last to occur of the dates on which Liens securing the Obligations may be released pursuant to Section 10.9(a)(i)(A).

“Relevant Governmental Body” means the Board of Governors or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors or the Federal Reserve Bank of New York, or any successor thereto.

“Remedial Action” means all actions required under applicable Environmental Laws to (a) clean up, remove, treat, or otherwise address Hazardous Materials in the indoor or outdoor environment, (b) prevent the Release or threat of Release or minimize the further Release of Hazardous Materials so that they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care.

“Reportable Event” means any of the events set forth in Section 4043 of ERISA.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders; provided that, if one (1) Lender holds more than 50% but less than 100% of the Total Credit Exposures at such time, subject to the last sentence of Section 11.10, the Required Lenders shall mean (i) Lenders (excluding the Lender then serving as Administrative Agent) that have Total Credit Exposures representing more than 70% of the Total Credit Exposures of all Lenders, plus (ii) the Lender then serving as Administrative Agent. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining the Required Lenders at any time.

“Required Revolving Credit Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) the Revolving Credit Exposure of all Revolving Credit Lenders (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that, if one (1) Revolving Credit Lender holds more than 50% but less than 100% of the sum of the Revolving Credit Exposure and the unused Revolving Credit Commitments at such time, subject to the last sentence of Section 11.10, the Required Revolving Credit Lenders shall be at least two (2) Revolving Credit Lenders. The unused Revolving Credit Commitment of, and the portion of the Revolving Credit Exposure of all Revolving Credit Lenders held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required Revolving Credit Lenders.

“Resignation Effective Date” has the meaning set forth in Section 10.6(a).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

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“Responsible Officer” means the chief executive officer, president, chief financial officer, chief accounting officer, controller, executive vice president, vice president of finance, treasurer or general counsel of a Loan Party; solely for purposes of the delivery of incumbency certificates pursuant to Section 4.1, the president, the chief executive officer, the chief operating officer, the chief financial officer, chief accounting officer, general counsel, the treasurer, executive vice president or a vice president of the Borrower or such other representative of a Loan Party or any Person designated by a Responsible Officer to act on behalf of a Responsible Officer; provided that such designated Person may not designate any other Person to be a Responsible Officer. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means, collectively, (a) any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interest of any Loan Party or any of their respective Restricted Subsidiaries and (b) any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interest or on account of any return of capital to a Loan Party’s or any of their Restricted Subsidiaries’ stockholders, partners or members (or the equivalent Person thereof).

“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“Revolving Credit Availability” means, as of any date, the difference between (a) the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders on such date less (b) the total Revolving Credit Exposure of the Revolving Credit Lenders on such date.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period, made by each of the Revolving Credit Lenders pursuant to Section 2.1(a).

“Revolving Credit Borrowing Request” means a writing, substantially in the form of Exhibit C, properly completed and signed by Borrower, requesting a Revolving Credit Borrowing.

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to Borrower pursuant to Section 2.1(a) and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.1 under the caption “Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Credit Exposure” means, as to any Revolving Credit Lender at any time, the aggregate Outstanding Amount of its Revolving Credit Loans and such Revolving Credit Lender’s participation in L/C Obligations at such time.

“Revolving Credit Facility” means the revolving credit facility provided for and governed by this Agreement.

“Revolving Credit Lender” means, (a) at any time prior to the termination of the Revolving Credit Commitments, any Lender that has a Revolving Credit Commitment at such time, and (b) at any time after the termination of the Revolving Credit Commitments, any Lender that has Revolving Credit Exposure at such time.

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“Revolving Credit Loan” has the meaning set forth in Section 2.1(a).

“Revolving Credit Note” means a promissory note made by Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit Loans made by such Revolving Credit Lender, substantially in the form of Exhibit D, and in the case of any note given in substitution therefor, subject to updated dating and such additional language therein as may be reasonably required by the Administrative Agent or relevant Revolving Credit Lender regarding such nature and the carry-forward of indebtedness under the original such Revolving Credit Note or any prior substitute therefor.

“Revolving Facility Increase” has the meaning set forth in Section 2.9(a).

“RICO” means the Racketeer Influenced and Corrupt Organization Act of 1970.

“Rights of Way” means any leases, easements, rights of way, servitudes, permits, licenses and other instruments and agreements (other than Deeds) vesting an ownership or other record title interest in real Property.

“S&P” means S&P Global Ratings, a S&P Global Inc. business and any successor thereto that is a nationally-recognized rating agency.

“Sanctioned Country” means, at any time, a country, region or territory which is itself (or whose government is) the subject or target of any Sanctions (including, as of the Closing Date, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Zaporizhzhia, Kherson and Crimea Regions of Ukraine, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State or by the United Nations Security Council, the European Union, any European Union member state or His Majesty’s Treasury of the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons, in each case, to the extent dealings are prohibited or restricted with such Person under Sanctions or (d) any Person otherwise a target of Sanctions, including vessels and aircraft, that are designated under any Sanctions program.

“Sanctions” means economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any European Union member state or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority in which (a) any Loan Party or any of their Subsidiaries or Affiliates is located or conducts business, (b) in which any of the proceeds of the Credit Extensions will be used, or (c) from which repayment of the Obligations will be derived.

“SEC” means the U.S. Securities and Exchange Commission, or any successor agency.

“Secured Parties” means the collective reference to Administrative Agent, each Lender, L/C Issuer, each Bank Product Provider, and any other Person the Obligations owing to which are, or are purported to be, secured by the Collateral under the terms of the Security Documents.

“Securities Account” shall have the meaning set forth in Article 8 of the UCC.

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“Security Documents” means each and every Mortgage, security agreement, pledge agreement, mortgage, deed of trust, Account Control Agreement or other collateral security agreement required by or delivered to Administrative Agent from time to time that purport to create a Lien in favor of any of the Secured Parties to secure payment or performance of the Obligations or any portion thereof.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Solvent” means, with respect to any Person, as of any date of determination, that the fair value of the assets of such Person (at fair valuation) is, on the date of determination, greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person as of such date, that the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the probable liability of such Person on its debts as such debts become absolute and matured, and that, as of such date, such Person will be able to pay all liabilities of such Person as such liabilities mature and such Person does not have unreasonably small capital with which to carry on its business. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability discounted to present value at rates believed to be reasonable by such Person acting in good faith.

“Sponsor” means Five Point Energy Fund II LP, Five Point Energy Fund III LP, any of their respective Affiliates, and any fund or other Person managed or controlled directly or indirectly by Five Point Energy LLC or any of its Affiliates (other than portfolio companies).

“Subsidiary” of a Person (the “parent”) means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such parent. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Borrower.

“Supported QFC” has the meaning set forth in Section 11.30.

“Sureties” has the meaning set forth in Section 12.3(b).

“Swap Obligations” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Tax Return” means any return (including any information report), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of any Tax.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

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“Term Loan” means an advance made by any Term Loan Lender to the Borrower under Section 2.1(b).

“Term Loan Borrowing” means a borrowing consisting of simultaneous Term Loans made by each of the Term Loan Lenders pursuant to Section 2.1(b).

“Term Loan Borrowing Request” means a writing, substantially in the form of Exhibit E, properly completed and signed by Borrower, requesting a Term Loan Borrowing.

“Term Loan Commitment” means, as to each Term Loan Lender, its obligation to make Term Loans to Borrower pursuant to Section 2.1(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Loan Lender’s name on Schedule 2.1 under the caption “Term Loan Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term Loan Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Term Loan Facility” means the term loan facility provided for and governed by this Agreement.

“Term Loan Lender” means any Lender that has a Term Loan Commitment and/or that holds a Term Loan.

“Term Loan Note” means a promissory note of Borrower payable to the order of a Term Loan Lender evidencing the Term Loan made by such Term Loan Lender, in substantially the form of Exhibit F, and in the case of any note given in substitution therefor, subject to updated dating and such additional language therein as may be reasonably required by the Administrative Agent or relevant Term Loan Lender regarding such nature and the carry-forward of indebtedness under the original such Term Loan Note or any prior substitute therefor.

“Term SOFR” means:

(a) for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, a “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day, the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, a “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day, the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities

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Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day.

“Term SOFR Adjustment” means, for any calculation, a percentage per annum equal to 0.10%.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Borrowing” means, as to any Borrowing, the Term SOFR Loans comprising such Borrowing.

“Term SOFR Loan” means a Loan bearing interest based on Adjusted Term SOFR.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Test Period” means, at any time, the four (4) consecutive fiscal quarters of Borrower then last ended (in each case taken as one (1) accounting period) for which financial statements have been or are required to be delivered pursuant to this Agreement; provided, that for purposes of the calculation of the applicable components of the Financial Covenants for the Test Period ending June 30, 2023, such amounts shall be annualized by taking the results of the fiscal quarter ending June 30, 2023 and multiplying them by four (4); for the Test Period ending September 30, 2023, such amounts shall be annualized by taking the results of the two (2) consecutive fiscal quarters the last of which ends September 30, 2023, and multiplying them by two (2); and for the Test Period ending December 31, 2023, such amounts shall be annualized by taking the results of the three (3) consecutive fiscal quarters that last of which ends December 31, 2023 and multiplying them by four (4) and dividing them by three (3).

“Texas Capital Bank” means Texas Capital Bank and its successors and assigns.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Credit Exposure and Outstanding Amount of the Term Loans of such Lender at such time.

“Transactions” means, collectively, the execution, delivery and performance by the Loan Parties of this Agreement, the other Loan Documents, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, and the payment of all fees and expenses payable in connection with the foregoing.

“Type” means, with respect to a Loan, refers to whether such Loan is a Base Rate Loan or a Term SOFR Loan, and, with respect to a Borrowing, refers to whether such Borrowing is a Base Rate Borrowing or a Term SOFR Borrowing.

“UCC” means Chapters 1 through 11 of the Texas Business and Commerce Code as in effect from time to time or the Uniform Commercial Code of any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

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“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unfunded Pension Liability” means the excess, if any, of (a) the funding target as defined under Section 430(d) of the Code without regard to the special at-risk rules of Section 430(i) of the Code, over (b) the value of plan assets as defined under Section 430(g)(3)(A) of the Code determined as of the last day of each plan year, without regard to the averaging which may be allowed under Section 430(g)(3)(B) of the Code and reduced for any prefunding balance or funding standard carryover balance as defined and provided for in Section 430(f) of the Code.

“Unreimbursed Amount” has the meaning set forth in Section 2.2(c)(i).

“Unrestricted Subsidiary” means any Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary in accordance with, and subject to the satisfaction of the conditions set forth in Section 6.17.

“U.S.” or “United States” means the United States of America.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” has the meaning set forth in Section 11.30.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.4(g)(ii)(B)(3).

“Wholly-Owned” means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or indirectly, owned or controlled by Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by applicable Law to be owned by a Person other than Borrower and/or one or more of its Wholly-Owned Subsidiaries).

“Withholding Agent” means each of the Loan Parties and Administrative Agent.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

CREDIT AGREEMENT – Page 48

Section 1.2 Accounting Matters.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements described in Section 5.2, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any Financial Covenant) contained herein, Debt of Borrower and its Restricted Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein, and either Borrower or the Required Lenders shall so request, Administrative Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower shall provide to Administrative Agent and Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Section 1.3 ERISA Matters. If, after the date hereof, there shall occur, with respect to ERISA, the adoption of any applicable Law, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by the PBGC or any other Governmental Authority, then either Borrower or the Required Lenders may request a modification to this Agreement solely to preserve the original intent of this Agreement with respect to the provisions hereof applicable to ERISA, and the parties to this Agreement shall negotiate in good faith to complete such modification.

Section 1.4 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Section 1.5 Other Definitional Provisions. All definitions contained in this Agreement are equally applicable to the singular and plural forms of the terms defined. The words “hereof”, “herein”, and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear. Terms used herein that are defined in the UCC, unless otherwise defined herein, have the meanings specified in the UCC. Any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise

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modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended, modified or supplemented from time to time. Words denoting gender shall be construed to include the masculine, feminine and neuter, when such construction is appropriate; specific enumeration shall not exclude the general but shall be construed as cumulative; the word “or” is not exclusive; the word “including” (in its various forms) means “including, without limitation”; in the computation of periods of time, the word “from” means “from and including” and the words “to” and “until” mean “to but excluding”; and all references to money refer to the legal currency of the United States of America.

Section 1.6 Interpretative Provision. For purposes of Section 9.1, a breach of a Financial Covenant shall be deemed to have occurred as of any date of determination thereof by Borrower, the Required Lenders or as of the last date of any specified measurement period, regardless of when the financial statements or the Compliance Certificate reflecting such breach are delivered to Administrative Agent. Unless otherwise expressly stated, if a Person may not take an action under this Agreement, then it may not take that action indirectly. For purposes of determining whether the Loan Parties comply with any exception to Section 7 where compliance with any such exception is based on a financial ratio or metric being satisfied as of a particular point in time, it is understood that (a) compliance shall be measured at the time when the relevant event is undertaken, as such financial ratios and metrics are intended to be “incurrence” tests and not “maintenance” tests and (b) correspondingly, any such ratio and metric shall only prohibit the Loan Parties from creating or incurring, as the case may be, any new, for example, Liens or Debt, but shall not result in any previously permitted, for example, Liens or Debt ceasing to be permitted hereunder.

Section 1.7 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to central time (daylight or standard, as applicable).

Section 1.8 Other Loan Documents. The other Loan Documents, including the Security Documents, contain representations, warranties, covenants, defaults and other provisions that are in addition to and not limited by, or a limitation of, similar provisions of this Agreement. Such provisions in such other Loan Documents may be different or more expansive than similar provisions of this Agreement and neither such differences nor such more expansive provisions shall be construed as a conflict.

Section 1.9 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware Law (or any comparable event under a different jurisdiction’s Laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

Section 1.10 Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including the selection of such rate and any related spread or other adjustment or whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability or (b) the effect, implementation or

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composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Loan Parties. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case, pursuant to the terms of this Agreement, and shall have no liability to any Loan Party, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.11 Rounding. Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

ARTICLE 2.

THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.1 The Loans.

(a) Revolving Credit Borrowings. Subject to the terms and conditions of this Agreement, each Revolving Credit Lender severally agrees to make one or more revolving credit loans (each such loan, a “Revolving Credit Loan”) to Borrower from time to time from the Closing Date until five (5) Business Days prior to the Maturity Date for the Revolving Credit Facility in an aggregate principal amount for such Revolving Credit Lender at any time outstanding up to but not exceeding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, Borrower may borrow, repay, and reborrow Revolving Credit Loans hereunder.

(b) Term Loan Borrowing. Subject to the terms and conditions of this Agreement, each Term Loan Lender severally agrees to make Term Loans to Borrower in an aggregate amount for any Term Loan Lender outstanding at one time equal to such Term Loan Lender’s Term Loan Commitment. Certain Term Loan Lenders advanced initial Term Loans on the Closing Date of which $85,000,000 remained outstanding immediately prior to the First Amendment Effective Date. An additional $265,000,000 in Term Loans shall be advanced by the Term Loan Lenders to Borrower on the First Amendment Effective Date, with each Term Loan Lender severally agreeing to make on such date a single Term Loan to Borrower in an amount equal to the difference, if any, of such Term Loan Lender’s Term Loan Commitment as reflected on Schedule 2.1, as amended by the First Amendment to Credit Agreement, minus the amount of outstanding Term Loans due to such Term Loan Lender immediately prior to giving effect to the First Amendment to Credit Agreement (or for any Term Loan Lender that did not previously have a Term Loan Commitment, then minus $0). The Term Loan Commitment of each Term Loan Lender shall automatically terminate immediately after the Term Loan Borrowing occurs on the First Amendment Effective Date. Borrower may not borrow, repay, and reborrow the Term Loans.

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(c) Borrowing Procedure. Each Borrowing, each conversion of a Borrowing from one Type to the other, and each continuation of a Term SOFR Borrowing shall be made upon Borrower’s irrevocable notice to Administrative Agent, which may be given by telephone. Each such notice must be received by Administrative Agent not later than 11:00 a.m. three U.S. Government Securities Business Days prior to the requested date of any Term SOFR Borrowing and on the requested date of any Base Rate Borrowing. Each telephonic notice by Borrower pursuant to this Section 2.1(c) must be confirmed promptly by delivery to Administrative Agent of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of Borrower. Each Borrowing of, conversion to or continuation of a Term SOFR Borrowing shall be in a principal amount of $1,000,000 or a whole multiple of $200,000 in excess thereof. Except as provided in Section 2.2(c), each Borrowing of or conversion to a Base Rate Borrowing shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof; provided that a Base Rate Borrowing may be in an amount equal to the Revolving Credit Availability. Each Borrowing Request (whether telephonic or written) shall specify (i) whether Borrower is requesting a Borrowing, a conversion of Borrowings from one Type to the other, or a continuation of Borrowings, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Borrowings to be borrowed, converted or continued, (iv) the Type of Borrowings to be borrowed or to which existing Borrowings are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify a Type of Borrowing in a Borrowing Request or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Borrowings shall be made as, or converted to, Base Rate Borrowings. Any such automatic conversion to Base Rate Borrowings shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Borrowings. If Borrower requests a Borrowing of, conversion to, or continuation of a Term SOFR Borrowing in any such Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(d) Funding. Following receipt of a Borrowing Request, Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Borrowings, and if no timely notice of a conversion or continuation is provided by Borrower, Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Borrowings as described in Section 2.1(c). In the case of a Borrowing, each Lender shall make the amount of its Loan available to Administrative Agent in immediately available funds at Administrative Agent’s Principal Office not later than 1:00 p.m. on the Business Day specified in the applicable Borrowing Request. Upon satisfaction of the applicable conditions set forth in Section 4.2 (and, if such Borrowing is the initial Credit Extension, Section 4.1), Administrative Agent shall make all funds so received available to Borrower in like funds as received by Administrative Agent either by (i) crediting the deposit account of the Borrower referenced in the Borrowing Request with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) Administrative Agent by Borrower; provided, however, that if, on the date the Borrowing Request with respect to such Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to Borrower as provided above.

(e) Continuations and Conversions. Except as otherwise provided herein, a Term SOFR Borrowing may be continued or converted only on the last day of an Interest Period for such Term SOFR Borrowing. During the existence of a Default, (i) no Loans may be requested as, converted to or continued as Term SOFR Borrowings without the consent of the Required Lenders and (ii) unless repaid, each Term SOFR Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest Period applicable thereto.

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(f) Notifications. Administrative Agent shall promptly notify Borrower and Lenders of the interest rate applicable to any Interest Period for Term SOFR Borrowings upon determination of such interest rate.

(g) Interest Periods. After giving effect to all Borrowings, all conversions of Borrowings from one Type to the other, and all continuations of Borrowings as the same Type, there shall not be more than five (5) Interest Periods in effect with respect to Term SOFR Borrowings.

Section 2.2 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.2, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Borrower for the general corporate purposes of it and its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Revolving Credit Exposure of all Revolving Credit Lenders shall not exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the period from the Closing Date until the Letter of Credit Expiration Date, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) L/C Issuer shall not issue any Letter of Credit, if:

(A) the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension (without giving effect to any auto-extension provisions, if applicable), unless the L/C Issuer has approved such expiry date; or

(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all Revolving Credit Lenders have approved such expiry date.

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(iii) L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain L/C Issuer from issuing the Letter of Credit, or any Law applicable to L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over L/C Issuer shall prohibit, or request that L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which L/C Issuer in good faith deems material to it;

(B) the issuance of the Letter of Credit would violate one or more policies of L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by Administrative Agent and L/C Issuer, the Letter of Credit is in an initial stated amount less than $250,000;

(D) the Letter of Credit is to be denominated in a currency other than Dollars;

(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to L/C Issuer (in its sole discretion) with Borrower or such Revolving Credit Lender to eliminate L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 11.22(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion;

(F) the conditions set forth in Section 4.2 are not satisfied; or

(G) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv) L/C Issuer shall not amend any Letter of Credit if L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v) L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi) L/C Issuer shall act on behalf of Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and L/C Issuer shall have all of the benefits and immunities (A) provided to Administrative Agent in Article 10 with respect to any acts taken or omissions suffered by L/C Issuer in connection

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with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article 10 included L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower delivered to L/C Issuer (with a copy to Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by L/C Issuer, by personal delivery or by any other means acceptable to L/C Issuer. Such Letter of Credit Application must be received by L/C Issuer and Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as Administrative Agent and L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as L/C Issuer may require. Additionally, Borrower shall furnish to L/C Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as L/C Issuer or Administrative Agent may require.

(ii) Promptly after receipt of any Letter of Credit Application, L/C Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such Letter of Credit Application from Borrower and, if not, L/C Issuer will provide Administrative Agent with a copy thereof. Unless L/C Issuer has received written notice from any Revolving Credit Lender, Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article 4 shall not then be satisfied, then, subject to the terms and conditions hereof, L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of Borrower (or the applicable Restricted Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage times the amount of such Letter of Credit.

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(iii) If Borrower so requests in any applicable Letter of Credit Application, L/C Issuer may, in its sole discretion, agree to issue an Auto-Extension Letter of Credit; provided that any such Auto-Extension Letter of Credit must permit L/C Issuer to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such 12-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by L/C Issuer, Borrower shall not be required to make a specific request to L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that L/C Issuer shall not permit any such extension (and the terms of the Auto-Extension Letter of Credit may permit L/C Issuer to refuse to extend such Letter of Credit) if (A) L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.2(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from Administrative Agent, any Revolving Credit Lender or Borrower that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, and in each such case directing L/C Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, L/C Issuer will also deliver to Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, L/C Issuer shall notify Borrower and Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), Borrower shall reimburse L/C Issuer through Administrative Agent in an amount equal to the amount of such drawing. If Borrower fails to so reimburse L/C Issuer by such time, Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Applicable Percentage thereof. In such event, Borrower shall be deemed to have requested a Revolving Credit Borrowing to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, subject to the amount of the Revolving Credit Availability and the conditions set forth in Section 4.2 (other than the delivery of a Revolving Credit Borrowing Request). Any notice given by L/C Issuer or Administrative Agent pursuant to this Section 2.2(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

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(ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.2(c)(i) make funds available (and Administrative Agent may apply Cash Collateral provided for this purpose) for the account of L/C Issuer at Administrative Agent’s Principal Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.2(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan (or, if the conditions set forth in Section 4.2 are not satisfied, an L/C Borrowing as further described in clause (iii) below) to Borrower in such amount. Administrative Agent shall remit the funds so received to L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing because the conditions set forth in Section 4.2 cannot be satisfied or for any other reason, Borrower shall be deemed to have incurred from L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Interest Rate. In such event, each Revolving Credit Lender’s payment to Administrative Agent for the account of L/C Issuer pursuant to Section 2.2(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.2.

(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.2(c) to reimburse L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Applicable Percentage of such amount shall be solely for the account of L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.2(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against L/C Issuer, Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not its obligation to fund its Applicable Percentage of L/C Advances) pursuant to this Section 2.2(c) is subject to the conditions set forth in Section 4.2 (other than delivery by Borrower of a Revolving Credit Borrowing Request). No such making of an L/C Advance shall relieve or otherwise impair the obligation of Borrower to reimburse L/C Issuer for the amount of any payment made by L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to Administrative Agent for the account of L/C Issuer any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.2(c) by the time specified in Section 2.2(c)(ii), then, without limiting the other provisions of this Agreement, L/C Issuer shall be entitled to recover from such Revolving Credit Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute

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such Revolving Credit Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of L/C Issuer submitted to any Revolving Credit Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Revolving Credit Lender’s L/C Advance in respect of such payment in accordance with Section 2.2(c), if Administrative Agent receives for the account of L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including proceeds of Cash Collateral applied thereto by Administrative Agent), Administrative Agent will distribute to such Revolving Credit Lender its Applicable Percentage thereof in the same funds as those received by Administrative Agent.

(ii) If any payment received by Administrative Agent for the account of L/C Issuer pursuant to Section 2.2(c)(i) is required to be returned under any of the circumstances described in Section 11.24 (including pursuant to any settlement entered into by L/C Issuer in its discretion), each Revolving Credit Lender shall pay to Administrative Agent for the account of L/C Issuer its Applicable Percentage thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of Revolving Credit Lenders under this clause (ii) shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of Borrower to reimburse L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that Borrower or any Restricted Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

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(iv) waiver by L/C Issuer of any requirement that exists for L/C Issuer’s protection and not the protection of Borrower or any waiver by L/C Issuer which does not in fact materially prejudice Borrower;

(v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi) any payment made by L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, as applicable;

(vii) any payment by L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any Restricted Subsidiary.

Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will immediately notify L/C Issuer. Borrower shall be conclusively deemed to have waived any such claim against L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Revolving Credit Lender and Borrower agree that, in paying any drawing under a Letter of Credit, L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of L/C Issuer, Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Required Revolving Credit Lenders; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct on the part of such Person as found in a final and non-appealable decision of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Borrower hereby assumes all risks of, and none of L/C Issuer, Administrative Agent, or any Lender or any of their respective Related Parties shall have any liability for, the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of L/C Issuer, Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, Borrower may have a claim against L/C Issuer, and L/C Issuer may be liable to Borrower, to the

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extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves were directly caused by L/C Issuer’s willful misconduct or gross negligence or L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit as found in a final and non-appealable decision of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g) Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by L/C Issuer and Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, L/C Issuer shall not be responsible to Borrower for, and L/C Issuer’s rights and remedies against Borrower shall not be impaired by, any action or inaction of L/C Issuer required or permitted under any Law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where L/C Issuer or the beneficiary is located, the practice stated in the ISP or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade—International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit or other Issuer Document chooses such Law or practice.

(h) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. Borrower shall pay directly to L/C Issuer for its own account a fronting fee with respect to each standby Letter of Credit at the rate per annum separately agreed between Borrower and L/C Issuer, computed on the daily amount available to be drawn under such Letter of Credit and payable in full on the date of the issuance of such Letter of Credit and on the date of any increase or extension thereof. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4. In addition, Borrower shall pay directly to L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(i) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(j) Letters of Credit Issued for Restricted Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary, or states that a Restricted Subsidiary is the “account party,” “applicant,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of L/C Issuer against such Restricted Subsidiary, Borrower (i) shall be obligated to reimburse L/C Issuer hereunder for any and all drawings under such Letter of Credit as if such Letter of Credit had been issued solely for the account of Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Restricted Subsidiary in respect of such Letter of Credit. Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of Borrower, and that Borrower’s business derives substantial benefits from the businesses of such Restricted Subsidiaries.

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Section 2.3 Fees.

(a) Fees. Borrower agrees to pay to Administrative Agent and Arranger, for the account of Administrative Agent, Arranger and each Lender, as applicable, fees, in the amounts and on the dates set forth in the Fee Letter.

(b) Letter of Credit Fees. Borrower shall pay to Administrative Agent for the account of each Revolving Credit Lender in accordance, subject to Section 11.22, with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each standby Letter of Credit equal to the Applicable Margin for Term SOFR Loans times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4. Letter of Credit Fees for each standby Letter of Credit shall be (i) due and payable in arrears on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance or renewal of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Margin for Term SOFR Loans during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Margin for Term SOFR Loans separately for each period during such quarter that such Applicable Margin for Term SOFR Loans was in effect. Notwithstanding anything to the contrary contained herein while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Interest Rate.

(c) Commitment Fees. Borrower agrees to pay to Administrative Agent for the account of each Revolving Credit Lender in accordance, subject to Section 11.22, with its Applicable Percentage a commitment fee (“Commitment Fees”) on the daily average unused amount of the Revolving Credit Commitment of such Revolving Credit Lender for the period from and including the date of this Agreement to and including the Maturity Date for the Revolving Credit Facility (including at any time during which one or more of the conditions in Article 4 is not met), at a rate equal to the applicable amount set forth for Commitment Fees in the definition of Applicable Margin. For the purpose of calculating the Commitment Fees hereunder, the Revolving Credit Commitment of each Revolving Credit Lender shall be deemed utilized by the amount of all outstanding Revolving Credit Loans and L/C Obligations owing to such Revolving Credit Lender whether directly or by participation. Accrued Commitment Fees shall be payable quarterly in arrears on the first day of each April, July, October, and January during the term of this Agreement and on the Maturity Date for the Revolving Credit Facility.

Section 2.4 Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments of principal, interest, and other amounts to be made by Borrower under this Agreement and the other Loan Documents shall be made to Administrative Agent for the account of Administrative Agent or L/C Issuer or the pro rata accounts of the applicable Lenders, as applicable, at the Principal Office in Dollars and immediately available funds, without setoff, deduction, or counterclaim, at the time and in the manner provided herein. Payments by check or draft shall not constitute payment in immediately available funds until the required amount is actually received by Administrative Agent in full. Payments in immediately available funds received by Administrative Agent in the place designated for payment on a

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Business Day prior to 11:00 a.m. at such place of payment shall be credited prior to the close of business on the Business Day received, while payments received by Administrative Agent on a day other than a Business Day or after 11:00 a.m. on a Business Day shall not be credited until the next succeeding Business Day. If any payment of principal or interest required under the Loan Documents shall become due and payable on a day other than a Business Day, then such payment shall be made on the next succeeding Business Day. Any such extension of time for payment shall be included in computing interest which has accrued and shall be payable in connection with such payment. Administrative Agent is hereby authorized upon notice to Borrower to charge the account of Borrower maintained with Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder.

(b) Funding by Lenders; Presumption by Administrative Agent. Unless Administrative Agent shall have received notice from a Lender that such Lender will not make available to Administrative Agent such Lender’s share of a Borrowing, Administrative Agent may assume that such Lender has made such share available on such date in accordance with this Agreement and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to the applicable Borrowing. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

(c) Payments by Borrower; Presumption by Administrative Agent. Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to Administrative Agent for the account of L/C Issuer or the applicable Lenders hereunder that Borrower will not make such payment, Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to L/C Issuer or the applicable Lenders the amount due. In such event, if Borrower has not in fact made such payment, then each of L/C Issuer and the applicable Lenders, as applicable, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to L/C Issuer or such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation.

Section 2.5 Evidence of Debt.

(a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by Administrative Agent in the ordinary course of business; provided that such Lender or Administrative Agent may, in addition, request that such Loans be evidenced by the Notes. The Credit Extensions made by L/C Issuer shall be evidenced by one or more accounts or records maintained by L/C Issuer and by Administrative Agent in the ordinary

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course of business. The accounts or records maintained by Administrative Agent, L/C Issuer, and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made to Borrower and, with respect to Letters of Credit issued for the account of a Restricted Subsidiary, such Restricted Subsidiary and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by L/C Issuer or any Lender and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error.

(b) In addition to the accounts and records referred to in subsection (a) above, each Revolving Credit Lender and Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Revolving Credit Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by Administrative Agent and the accounts and records of any Revolving Credit Lender in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error.

Section 2.6 Cash Collateral.

(a) Certain Credit Support Events. If (i) L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) Borrower shall be required to provide Cash Collateral pursuant to Section 2.8(c) or Section 9.2, or (iv) there shall exist a Revolving Credit Lender that is a Defaulting Lender, Borrower shall immediately (in the case of clause (iii) above) or within one (1) Business Day (in all other cases) following any request by Administrative Agent or L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 11.22(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(b) Grant of Security Interest. Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) Administrative Agent, for the benefit of Administrative Agent, L/C Issuer and Lenders, and agrees to maintain, a first priority security interest in all such Cash Collateral and each Deposit Account in which such Cash Collateral is deposited, and all other Property so provided as Collateral pursuant hereto, and in all proceeds of the foregoing (including all interest accruing thereon, if any), all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.6(c). If at any time Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than Administrative Agent or L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, Borrower will, promptly upon demand by Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one or more blocked, non-interest bearing Deposit Accounts at Texas Capital Bank. Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

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(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.6 or Sections 2.2, 2.8(c), 9.2 or 11.22 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such Property as may otherwise be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto, including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.8(b)(vii)) or (ii) the determination by Administrative Agent and L/C Issuer that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Section 2.7 Interest; Payment Terms.

(a) Revolving Credit Loans – Payment of Principal and Interest; Revolving Nature. The unpaid principal amount of each Borrowing of the Revolving Credit Loans shall, subject to the following sentence and Section 2.7(f), bear interest at the applicable Interest Rate. If at any time such rate of interest would exceed the Maximum Rate but for the provisions hereof limiting interest to the Maximum Rate, then any subsequent reduction shall not reduce the rate of interest on the Revolving Credit Loans below the Maximum Rate until the aggregate amount of interest accrued on the Revolving Credit Loans equals the aggregate amount of interest which would have accrued on the Revolving Credit Loans if the interest rate had not been limited by the Maximum Rate. All accrued but unpaid interest on the principal balance of the Revolving Credit Loans shall be payable on each Payment Date and on the Maturity Date for the Revolving Credit Facility, provided that interest accruing at the Default Interest Rate pursuant to Section 2.7(f) shall be payable on demand. The then Outstanding Amount of the Revolving Credit Loans and all accrued but unpaid interest thereon shall be due and payable on the Maturity Date for the Revolving Credit Facility. The unpaid principal balance of the Revolving Credit Loans at any time shall be the total amount advanced hereunder by Revolving Credit Lenders less the amount of principal payments made thereon by or for Borrower, which balance may be endorsed on the Revolving Credit Notes from time to time by Revolving Credit Lenders or otherwise noted in Revolving Credit Lenders’ and/or Administrative Agent’s records, which notations shall be, absent manifest error, conclusive evidence of the amounts owing hereunder from time to time.

(b) Term Loan – Payment of Principal and Interest.

(i) The unpaid principal amount of the Term Loans shall, subject to the following sentence and Section 2.7(f), bear interest at the applicable Interest Rate. If at any time such rate of interest shall exceed the Maximum Rate but for the provisions thereof limiting interest to the Maximum Rate, then any subsequent reduction shall not reduce the rate of interest on the Term Loans below the Maximum Rate until the aggregate amount of interest accrued on the Term Loans equals the aggregate amount of interest which would have accrued on the Term Loans if the interest rate had not been limited by the Maximum Rate. All accrued but unpaid interest on the principal balance of the Term Loans shall be payable by Borrower on each Payment Date and on the Maturity Date for the Term Loan Facility, provided that interest accruing at the Default Interest Rate pursuant to Section 2.7(f) shall be payable on demand.

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(ii) The principal balance of the Term Loans shall be due and payable (i) in equal quarterly installments, each in the amount of $8,750,000, on the first day of each calendar quarter during the term hereof, commencing July 1, 2024, and (ii) in one final installment on the Maturity Date for the Term Loan Facility in the amount of the then Outstanding Amount of the Term Loans and all accrued but unpaid interest thereon.

(c) Computation Period. Interest on the Loans and all other amounts payable by Borrower hereunder on a per annum basis shall be computed on the basis of a 360-day year and the actual number of days elapsed (including the first day but excluding the last day) unless such calculation would result in a usurious rate or to the extent such Loan bears interest based upon the Base Rate, in which case interest shall be calculated on the basis of a 365-day year or 366-day year, as the case may be. In computing the number of days during which interest accrues, the day on which funds are initially advanced shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless repayment is credited prior to the close of business on the Business Day received. Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d) Unconditional Payment. Borrower is and shall be obligated to pay all principal, interest and any and all other amounts which become payable under any of the Loan Documents absolutely and unconditionally and without any abatement, postponement, diminution or deduction whatsoever and without any reduction for counterclaim or setoff whatsoever. If at any time any payment received by Administrative Agent hereunder shall be deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any Debtor Relief Law, then the obligation to make such payment shall survive any cancellation or satisfaction of the Obligations under the Loan Documents and shall not be discharged or satisfied with any prior payment thereof or cancellation of such Obligations, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and such payment shall be immediately due and payable upon demand.

(e) Partial or Incomplete Payments. Subject to Section 9.3, if at any time insufficient funds are received by and available to Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest, fees and other amounts then due hereunder, such funds shall be applied (i) first, to pay interest, fees and other amounts then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due to such parties, and (ii) second, to pay principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal or L/C Borrowings, as applicable, then due to such parties. Remittances in payment of any part of the Obligations under the Loan Documents other than in the required amount in immediately available funds at the place where such Obligations are payable shall not, regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by Administrative Agent in full in accordance herewith and shall be made and accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks. Acceptance by Administrative Agent of any payment in an amount less than the full amount then due shall be deemed an acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be a Default or Event of Default (as applicable).

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(f) Default Interest Rate. For so long as any Event of Default exists under Section 9.1(a), (e) or (f), or with respect to any other Event of Default, at the election of the Required Lenders for so long as such Event of Default exists, regardless of whether or not there has been an acceleration of the Loans, and at all times after the maturity of the Loans (whether by acceleration or otherwise), and in addition to all other rights and remedies of Administrative Agent or Lenders hereunder, (A) interest shall accrue on the Outstanding Amount of the Loans at the Default Interest Rate and (B) interest shall accrue on all other outstanding Obligations at the Default Interest Rate, and, in each case, such accrued interest shall be immediately due and payable. All such interest shall continue to accrue on the Obligations after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any Debtor Relief Law. Borrower acknowledges that it such accrued interest are reasonable estimates of the damages resulting from late payment or an Event of Default and do not constitute a penalty.

(g) Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent shall consult with the Borrower on any such Conforming Changes, provided that such consultation shall not be construed as a consent or approval right on the part of the Borrower. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Section 2.8 Voluntary Termination or Reduction of Revolving Credit Commitments; Prepayments.

(a) Voluntary Termination or Reduction of Revolving Credit Commitments. Borrower may, upon written notice to Administrative Agent, terminate the Revolving Credit Commitments, or from time to time permanently reduce the Revolving Credit Commitments; provided that (i) any such notice shall be received by Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an amount of at least $2,500,000 or any whole multiple of $500,000 in excess thereof, (iii) Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Credit Exposure of all Revolving Credit Lenders would exceed the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders, (iv) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit exceeds the amount of the aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess and (v) a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of the closing of other credit facilities or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date of termination or reduction) if such condition is not satisfied. Administrative Agent will promptly notify Revolving Credit Lenders of any such notice of termination or reduction of the Revolving Credit Commitments. Any reduction of the Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

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(b) Voluntary Prepayments. Subject to the conditions set forth below, Borrower shall have the right, at any time and from time to time upon at least three (3) Business Days’ prior written notice to Administrative Agent, to prepay the principal of the Term Loans or the Revolving Credit Loans in full or in part, without penalty or premium except as provided in Section 3.5. All prepayments of Term Loans under this Section 2.8(b) shall be applied to the remaining scheduled amortization payments of the Term Loans in inverse order of maturity. A notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of the closing of other credit facilities or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date of prepayment) if such condition is not satisfied.

(c) Mandatory Prepayment of Revolving Credit Facility. If at any time the Revolving Credit Exposure of the Revolving Credit Lenders exceeds the Revolving Credit Commitments of all Revolving Credit Lenders then in effect, then Borrower shall immediately prepay the entire amount of such excess to Administrative Agent, for the ratable account of the Revolving Credit Lenders, and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. Each prepayment required by this Section 2.8(c) shall be applied, first, to any Base Rate Borrowings then outstanding, and, second, to any Term SOFR Borrowings then outstanding, and if more than one (1) Term SOFR Borrowing is then outstanding, to such Term SOFR Borrowings in such order as Borrower may direct, or if Borrower fails to so direct, as Administrative Agent shall elect.

(d) Mandatory Prepayment of Loans.

(i) If any Loan Party or any of its Restricted Subsidiaries Disposes of any Property (other than any Disposition of any Property permitted by Section 7.8(a) through (h), (j) or (k)) which results in the realization by such Person of Net Cash Proceeds, Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds within three (3) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.8(d)(i), at the election of Borrower, and so long as no Event of Default shall have occurred and be continuing or shall result therefrom, such Loan Party or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets or other assets useful to its business so long as within 180 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by Borrower in writing to Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds not so reinvested within such 180-day period shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.8(d)(i), and (B) if an Event of Default has occurred and is continuing at any time that any Loan Party or any of its Restricted Subsidiaries receives or is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be applied within three (3) Business Days following the first occurrence of such Event of Default to the prepayment of the Term Loans as set forth in this Section 2.8(d)(i).

(ii) Concurrently with the issuance by any Loan Party (or, as part of a Qualified IPO, a direct or indirect holding company of the Borrower) of any of its stock or other Equity Interests (other than to another Loan Party) prior to or as part of a Qualified IPO, Borrower shall prepay the Loans in the amount equal to the lesser of (A) the amount necessary to reduce the principal amount of Loans (taken as a whole) outstanding under this Agreement to not greater than $300,000,000, or (B) the amount necessary to reduce

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the Leverage Ratio on a pro forma basis to not greater than 3.00 to 1.00, which prepayment shall be applied (a) first, to repayment of $75,000,000 of the principal balance of the Term Loans then outstanding, and (b) any remainder to be applied among the remaining principal balance of the Term Loans and the principal balance of the Revolving Credit Loans in such proportions as Borrower may specify in writing to Administrative Agent prior to or concurrently with such prepayment (or, if no such allocation is received by the Administrative Agent by the date of prepayment, then as set forth in clause (v) below). For avoidance of doubt, no prepayment shall be required under this clause (ii) with respect to Equity Interests issued after the consummation of a Qualified IPO.

(iii) Concurrently with the incurrence or issuance by any Loan Party of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to Section 7.1), Borrower shall prepay the Term Loans in an amount equal the Net Cash Proceeds thereof, which prepayment shall be applied as set forth in clause (v) below.

(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Restricted Subsidiaries, and not otherwise included in clause (i) of this Section 2.8(d), Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within one (1) Business Day of receipt thereof by such Loan Party or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of Borrower (as notified by Borrower to Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Restricted Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real Property (or invest in other assets useful to the business of the Loan Parties) in respect of which such cash proceeds were received; and provided further, however, that (A) any cash proceeds not so applied within such 180-day period shall be applied not later than three (3) Business Days following the expiration thereof to the prepayment of the Term Loans as set forth in this Section 2.8(d)(iv), and (B) if an Event of Default has occurred and is continuing at any time that any Loan Party or any of its Restricted Subsidiaries receives or is holding any Net Cash Proceeds which have not yet been applied to replace or repair the equipment, fixed assets or real Property in respect of which such cash proceeds were received, such cash proceeds shall be applied within three (3) Business Days following the first occurrence of such Event of Default to the prepayment of the Term Loans as set forth in this Section 2.8(d)(iv).

(v) Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through (iv) above, the Borrower shall deliver written notice thereof to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Except as otherwise provided under clause (ii) above, each prepayment of the Loans under this Section 2.8(d) shall be applied as follows: first, ratably between the Term Loans to the remaining scheduled amortization payments of the Term Loans in inverse order of maturity and second, to the extent of any excess, to repay the Revolving Credit Loans, without a corresponding reduction in the Revolving Credit Commitments.

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(vi) If upon the repayment in full of all Term Loans, the Revolving Credit Commitment of Texas Capital Bank is not equal to or greater than the highest Revolving Credit Commitment held by any other Revolving Credit Lender, then Texas Capital Bank may request any or all of the other Lenders to sell and assign some or all of their respective Revolving Credit Commitments to Texas Capital Bank at such Lenders’ option in such amount(s) as Texas Capital Bank may designate in order for Texas Capital Bank’s resulting Revolving Credit Commitment to be not less than that of any other Revolving Credit Lender. Absent contrary written agreement among the affected parties (which shall not require the consent of any other Person), any such sale and assignment shall be made at par pursuant to an Assignment and Assumption, and the affected parties shall work together in good faith to consummate such sale and assignment not later than ten (10) Business Days following Texas Capital Bank’s written notice to the applicable Revolving Credit Lender(s) under this clause (vi).

(e) Payment of Interest. If there is a prepayment of all or any portion of the principal of the Term Loans or the Revolving Credit Loans on or before the Maturity Date for such Loans, whether voluntary or mandatory or because of acceleration or otherwise, such prepayment shall also include any and all accrued but unpaid interest on the amount of principal being so prepaid through and including the date of prepayment, plus any other sums which have become due to Lenders under the other Loan Documents on or before the date of prepayment, but which have not been fully paid.

Section 2.9 Uncommitted Increase in Revolving Credit Commitments.

(a) Request for Increase. So long as no Default or Event of Default has occurred that is continuing, upon notice to Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time, request an increase in the aggregate Revolving Credit Commitments (a “Revolving Facility Increase”) by an amount (for all such requests) not exceeding the sum of (A) $50,000,000, plus (B) the amount, if any, of all prior principal repayments of Term Loans that are made after the First Amendment Effective Date up to a maximum aggregate under this clause (B) of $50,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $5,000,000, (ii) Borrower may make a maximum of three such requests and (iii) no Lender shall be required or otherwise obligated to provide any portion of such Revolving Facility Increase. To achieve the full amount of a requested Revolving Facility Increase, and subject to the approval of Administrative Agent and L/C Issuer, Borrower may (I) request that one or more Lenders increase their Revolving Credit Commitment, (II) invite all Lenders to increase their respective Revolving Credit Commitment, and/or (III) invite additional Eligible Assignees to become Revolving Credit Lenders pursuant to a joinder agreement in form and substance satisfactory to Administrative Agent and its counsel.

(b) Notification by Administrative Agent; Additional Revolving Credit Lenders. In the event the Borrower invites all Revolving Credit Lenders to increase their respective Revolving Credit Commitment, then at the time of sending such notice, Borrower (in consultation with Administrative Agent) shall specify the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders). Each Revolving Credit Lender shall notify Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. Administrative Agent shall notify Borrower and each Lender of the Revolving Credit Lenders’ responses to each request made hereunder.

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(c) Effective Date and Allocations. If the Revolving Credit Commitments are increased in accordance with this Section, Administrative Agent and Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. Administrative Agent shall promptly notify Borrower and the Lenders of the details of the final allocation of such increase, the reallocation described in the immediately preceding sentence and the Increase Effective Date.

(d) Conditions to Effectiveness of Increase. As conditions precedent to such increase, Borrower shall deliver to Administrative Agent:

(i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party, in each case in form and substance satisfactory to Administrative Agent, (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (B) in the case of Borrower, certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Article 5 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.9, the representations and warranties contained in Section 5.2 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, (2) no Default exists and (3) Borrower is and on a pro forma basis will be in compliance with all Financial Covenants (which shall be tested as though the increased availability were fully drawn on such date), and (C) certifying and attaching interim financial statements satisfactory to Administrative Agent and related calculations demonstrating the matters set forth in clause (B)(3) preceding; and

(ii) such other certificates and legal opinions as may be reasonably requested by the Administrative Agent or any Revolving Credit Lender providing a portion of such increase in connection with such Revolving Facility Increase.

(e) Pro Rata Treatment; Etc. On the Increase Effective Date, (i) any Lender increasing (or, in the case of any newly added Lender, extending) its Revolving Credit Commitment shall make available to Administrative Agent such amounts in immediately available funds as Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Credit Loans, and Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Credit Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Administrative Agent, in order to effect such reallocation and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase (or addition) in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.1(b)). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Term SOFR Loan, shall be subject to the provisions of Section 3.5 if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase or addition, Administrative Agent shall, and is hereby authorized and directed to, revise Schedule 2.1 to reflect such increase or addition and shall distribute such revised Schedule 2.1 to each of the Lenders and the Borrower, whereupon such revised Schedule 2.1 shall replace the old Schedule 2.1 and become part of this Agreement.

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(f) Conflicting Provisions. This Section shall supersede any provisions in Section 11.10 or 11.23 to the contrary.

ARTICLE 3.

TAXES, YIELD PROTECTION AND INDEMNITY

Section 3.1 Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or L/C Issuer (except any reserve requirement reflected in Term SOFR);

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation in any such Loan or Letter of Credit;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other Recipient, Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital or Liquidity Requirements. If any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any Lending Office of such Lender or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender’s or L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by such Lender or the Letters of Credit issued by L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time Borrower will pay to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company for any such reduction suffered.

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(c) Certificates for Reimbursement. A certificate of a Lender or L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or L/C Issuer or its holding company, as the case may be, as specified in Sections 3.1(a) or (b) and delivered to Borrower, shall be conclusive absent manifest error. Borrower shall pay such Lender or L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation.

Section 3.2 Illegality. If any Lender determines that any Law or regulation has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, then, on notice thereof by such Lender to Borrower through Administrative Agent, (a) any obligation of such Lender to make or continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Adjusted Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Adjusted Term SOFR component of the Base Rate, in each case until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) Borrower shall, if necessary to avoid such illegality, upon demand from such Lender (with a copy to Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent without reference to the Adjusted Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon Adjusted Term SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Adjusted Term SOFR component thereof until Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon Adjusted Term SOFR. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted.

Section 3.3 Changed Circumstances; Benchmark Replacement.

(a) Changed Circumstances. Subject to clause (b) below, if prior to the commencement of any Interest Period for any Benchmark Rate Borrowing,

(i) Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) in connection with any request for a Benchmark Rate Loan or a conversion to or continuation thereof or otherwise, that for any reason adequate and reasonable means do not exist for determining the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan or in connection with an existing or proposed Base Rate Borrowing (provided that no Benchmark Transition Event shall have occurred at such time); or

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(ii) Administrative Agent is advised by the Required Lenders that the applicable Benchmark for any requested Interest Period with respect to a proposed Benchmark Rate Loan will not adequately and fairly reflect the cost to such Lenders of funding or maintaining their Benchmark Rate Loans included in such Borrowing for such Interest Period,

then Administrative Agent will promptly so notify Borrower and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain Benchmark Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Benchmark rate component of the Base Rate, the utilization of the Benchmark rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Benchmark Rate Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified therein.

(b) Benchmark Replacement Setting.

(i) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(ii) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(iii) Notices; Standards for Decisions and Determinations. Administrative Agent will promptly notify Borrower and the Lenders of (A) the implementation of any Benchmark Replacement, (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (C) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (D) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative Agent or, if applicable, any

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Lender (or group of Lenders) pursuant to this Section 3.3(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.3(b).

(iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (i) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v) Benchmark Unavailability Period. Upon Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, Borrower may revoke any pending request for a Benchmark Rate Borrowing of, conversion to or continuation of Benchmark Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

Section 3.4 Taxes.

(a) Defined Terms. For purposes of this Section, the term “Lender” includes any L/C Issuer and the term “applicable Law” includes FATCA.

(b) Payment Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.4) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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(c) Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.4) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by Lenders. Each Lender shall severally indemnify Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.8 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Administrative Agent to such Lender from any other source against any amount due to Administrative Agent under this Section 3.4(e).

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 3.4, such Loan Party shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Administrative Agent.

(g) Status of Lenders.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and Administrative Agent, at the time or times reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by Borrower

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or Administrative Agent as will enable Borrower or Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two (2) sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.4(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in such Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to Borrower and Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income Tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN (or IRS Form W-8BEN-E, if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such Tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN (or IRS Form W-8BEN-E, if applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such Tax treaty;

(2) executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to any Loan Party described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN (or IRS Form W-8BEN-E, if applicable); or

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(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN (or IRS Form W-8BEN-E, if applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit Borrower or Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.4 (including by the payment of additional amounts pursuant to this Section 3.4), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.4 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 3.4(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.

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Notwithstanding anything to the contrary in this Section 3.4(h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 3.4(h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 3.4(h) shall not be construed to require any indemnified party to make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) Survival. Each party’s obligations under this Section 3.4 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, the expiration or cancellation of all Letters of Credit and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 3.5 Compensation for Losses. Upon demand of any Lender (with a copy to Administrative Agent) from time to time, Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by Borrower (for a reason other than the failure of such Lender to lend any Loan other than a Base Rate Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by Borrower (regardless of whether such notice may be revoked by Borrower under the terms of this Agreement and is revoked in accordance herewith); or

(c) any assignment of a Loan other than a Base Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by Borrower pursuant to Section 3.6(b);

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

Section 3.6 Mitigation of Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.1, or requires Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.4, then such Lender shall (at the request of Borrower) use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.1 or Section 3.4, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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(b) Replacement of Lenders. If any Lender requests compensation under Section 3.1, or if Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.4 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.6(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then Borrower may, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or Section 3.4) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 11.8;

(ii) such Lender shall have received payment of an amount equal to the Outstanding Amount of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.5) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);

(iii) in the case of any such assignment resulting from a claim for compensation under Section 3.1 or payments required to be made pursuant to Section 3.4, such assignment will result in a reduction in such compensation or payments thereafter;

(iv) such assignment does not conflict with applicable Law; and

(v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

Each party hereto agrees that (x) an assignment required pursuant to this Section 3.6 may be effected pursuant to an Assignment and Assumption executed by Borrower, Administrative Agent and the assignee and (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender or Administrative Agent, provided, further that any such documents shall be without recourse to or warranty by the parties thereto.

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Notwithstanding anything in this Section 3.6 to the contrary, (i) any Lender that acts as L/C Issuer may not be replaced hereunder at any time it has any Letters of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to L/C Issuer) have been made with respect to such outstanding Letters of Credit and (ii) the Lender that acts as Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 10.6.

Section 3.7 Survival. All of the obligations under this Article 3 shall survive termination of the Commitments, repayment of all other Obligations hereunder, and resignation of Administrative Agent.

ARTICLE 4.

CONDITIONS PRECEDENT

Section 4.1 Initial Extension of Credit. The obligation of the Lenders and L/C Issuer to make the initial Credit Extension hereunder is subject to the conditions precedent that (i) the portion (if any) of the initial Credit Extension made pursuant to the Revolving Credit Facility may not exceed $25,000,000, and (ii) Administrative Agent shall have received all of the following, each dated (unless otherwise indicated or otherwise specified by Administrative Agent) the Closing Date, in form and substance satisfactory to Administrative Agent:

(a) Credit Agreement. Counterparts of this Agreement executed by each party hereto;

(b) Resolutions. Resolutions of the board of directors (or other governing body) 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) certified by the secretary or an assistant secretary (or a Responsible Officer or other custodian of records) of such Person which authorize the execution, delivery, and performance by such Person of this Agreement and the other Loan Documents to which such Person is or is to be a party;

(c) Incumbency Certificate. A certificate of incumbency certified by a Responsible Officer of each Loan Party and of Holdings, certifying the names of the individuals or other Persons authorized to sign this Agreement 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;

(d) Certificate Regarding Consents, Licenses and Approvals. A certificate of a Responsible Officer of each Loan Party and Holdings either (i) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Person and the validity against such Person of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (ii) stating that no such consents, licenses or approvals are so required;

(e) Closing Certificate. A certificate signed by a Responsible Officer of Borrower certifying that the conditions specified in Sections 4.2(b), (c) and (d) have been satisfied;

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

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(g) Constituent Documents. The Constituent Documents and all amendments thereto for each Loan Party and Holdings, with the formation documents included in the Constituent Documents being certified as of a date acceptable to Administrative Agent by the appropriate government officials of the state of incorporation or organization of such Person, and all such Constituent Documents being accompanied by certificates that such copies are complete and correct, given by an authorized representative acceptable to Administrative Agent;

(h) 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;

(i) Notes. The Notes executed by Borrower in favor of each Lender requesting Notes;

(j) Security Documents. Subject to the provisions of Section 6.15, the Security Documents executed by (i) Borrower and the other Loan Parties, including a security agreement pertaining to personal property of the Loan Parties and duly executed and notarized Mortgages encumbering all real property (including any Oil and Gas Properties) owned or leased by any Loan Party as of the Closing Date, in sufficient original counterparts to facilitate simultaneous recordation in all relevant jurisdictions, but in each case excluding Excluded Assets, and (ii) with respect to the Pledge Agreement, Holdings;

(k) Pledged Equity Interests; Stock Powers; Pledged Notes. (i) The certificates (if any) representing any Equity Interests pledged pursuant to the Security Documents as of the Closing Date, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to Administrative Agent pursuant to the Security Documents endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof;

(l) Financing Statements, etc. Each document (including any UCC financing statements reflecting the Loan Parties or Holdings, as debtors, and Administrative Agent, as secured party) required by the Security Documents or under applicable Law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than Permitted Liens that have priority over the Liens in favor of the Administrative Agent under applicable Law), each of which shall, if applicable be in proper form for filing, registration or recordation;

(m) Lien Searches. The results of UCC, Tax lien and judgment lien 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 Liens being released or assigned to Administrative Agent on or prior to the Closing Date and Permitted Liens;

(n) Opinions of Counsel. A favorable opinion of White & Case, legal counsel to the Loan Parties and Holdings, addressed to Administrative Agent, the Lenders and L/C Issuer and dated the Closing Date, in form and substance satisfactory to Administrative Agent, with respect to such matters as Administrative Agent may reasonably request;

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(o) Attorneys’ Fees and Expenses. Evidence that the costs and expenses (including reasonable attorneys’ fees) referred to in Section 11.1, to the extent invoiced at least one (1) Business Day prior to the Closing Date, shall have been paid in full by Borrower or will be paid out of the proceeds of the Closing Date Loans;

(p) Legal Due Diligence. Administrative Agent and its counsel shall have completed all business, legal and regulatory due diligence (including review of Material Agreements), the results of which shall be satisfactory to Administrative Agent in its sole discretion;

(q) Material Agreements. A certificate of a Responsible Officer of the Borrower certifying that true and complete copies of all Material Agreements have been provided to the Administrative Agent;

(r) KYC Information; Beneficial Ownership Information. Each of the Loan Parties and Holdings shall have provided to Administrative Agent and the Lenders at least five (5) Business Days prior to the Closing Date (i) the 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 (ii) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower;

(s) Closing Fees. Evidence that (i) all fees required to be paid to Administrative Agent and Arranger on or before the Closing Date, and (ii) all fees required to be paid to the Lenders on or before the Closing Date, have been paid or will be paid out of the proceeds of the Closing Date Loans;

(t) Corporate Structure. The corporate structure, capital structure and other material debt instruments, material accounts and governing documents of Holdings, Borrower and its Subsidiaries shall be acceptable to the Administrative Agent in its reasonable discretion;

(u) Financial Statements. (A) the audited consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of December 31, 2022, and the related audited statements of income and retained earnings and cash flows for the fiscal year ended December 31, 2022, and (B) unaudited consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of March 31, 2023 and related unaudited interim statements of income and retained earnings (collectively, the “Historical Financial Statements”);

(v) Financial Projections. Pro forma consolidated financial statements for the Borrower and its Restricted Subsidiaries, and projections prepared by management of the Borrower for the first year following the Closing Date, such projections to include, on a monthly basis, an operating and capital budget, which shall be in form reasonably acceptable to Administrative Agent;

(w) Payoff of Existing Indebtedness; Release of Liens. Evidence that all commitments under the Existing Credit Agreement have been or concurrently with the Closing Date are being terminated, and all outstanding amounts thereunder paid in full and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released pursuant to lien releases or other termination documents or assigned to Administrative Agent pursuant to assignment documents, in either case, satisfactory to Administrative Agent;

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(x) Title Policy. With respect to surface real Property owned in fee by one or more Loan Parties and located in Loving County, Texas, Pecos County, Texas or Reeves County, Texas, a title commitment for a mortgagee title insurance policy in favor of Administrative Agent with respect thereto (or such portion thereof as Administrative Agent may agree), with coverage of not less than $50,000,000 and otherwise reasonably satisfactory in form and substance to Administrative Agent and to Capital Farm Credit, ACA, with such policy to be issued pursuant to the commitment promptly following closing; and

(y) Additional Documentation. Such additional approvals, opinions, or documents as Administrative Agent or its legal counsel may reasonably request.

For purposes of determining compliance with the conditions set forth in this Section 4.1, each Lender that has signed this Agreement 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 Closing Date specifying its objection thereto.

Section 4.2 All Extensions of Credit. The obligation of the Lenders (including L/C Issuer) to make any Credit Extension hereunder (including the initial Credit Extension) is subject to the following additional conditions precedent:

(a) Request for Credit Extension. Administrative Agent shall have received in accordance with this Agreement, as the case may be, a Revolving Credit Borrowing Request, Term Loan Borrowing Request, or Letter of Credit Application, as applicable, pursuant to Administrative Agent’s requirements and executed by a Responsible Officer of Borrower;

(b) No Default. No Default shall have occurred and be continuing, or would result from or after giving effect to such Credit Extension;

(c) Representations and Warranties. All of the representations and warranties of Borrower and each other Loan Party contained in Article 5 and in the other Loan Documents shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct in all respects on and as of the date of such Borrowing, and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date of such Borrowing, 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 shall be 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 except that for purposes of this Section 4.2, the representations and warranties contained in Section 5.2 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.1(a) and (b), respectively; and

(d) Availability. With respect to any request for a Credit Extension under the Revolving Credit Commitments, after giving effect to the Credit Extension so requested, the total Revolving Credit Exposure of the Revolving Credit Lenders shall not exceed the aggregate Revolving Credit Commitments of the Revolving Credit Lenders in effect as of the date of such Credit Extension.

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Each Credit Extension hereunder shall be deemed to be a representation and warranty by Borrower that the conditions specified in this Section 4.2 have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE 5.

REPRESENTATIONS AND WARRANTIES

To induce Administrative Agent, L/C Issuer and the Lenders to enter into this Agreement, and to make Credit Extensions hereunder, Borrower and each other Loan Party represents and warrants to Administrative Agent, L/C Issuer and the Lenders that:

Section 5.1 Entity Existence. Each Loan Party and each Restricted Subsidiary thereof (a) is duly incorporated or organized, as the case may be, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation or organization; (b) has all requisite power and authority to own its assets and carry on its business as now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary. Each Loan Party has the power and authority to execute, deliver, and perform its obligations under this Agreement and the other Loan Documents to which it is or may become a party.

Section 5.2 Financial Statements; Etc. Borrower has delivered the Historical Financial Statements to the Administrative Agent. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basis, the financial condition of Borrower and its Subsidiaries as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Neither Borrower nor any of its Subsidiaries has any material contingent liabilities, liabilities for Taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Effect and no circumstance which could reasonably be expected to have a Material Adverse Effect has occurred since the date of the financial statements referred to in this Section 5.2. All projections delivered by Borrower to Administrative Agent and the Lenders have been prepared in good faith, with care and diligence and using assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Administrative Agent and the Lenders (it being understood that such projections and other information regarding future events are not to be viewed as fact and that actual results or developments during the period or periods covered may differ from the delivered projections and other prospective information and such differences may be material and that such projected financial information is not a guarantee of financial performance). Other than the Debt listed on Schedule 7.1 and Debt otherwise permitted by Section 7.1 or, in the case of Unrestricted Subsidiaries, Section 6.17(g), Borrower and each Subsidiary have no Debt.

Section 5.3 Action; No Breach. The execution, delivery, and performance by each Loan Party of this Agreement and the other Loan Documents to which such Person is or may become a party and compliance with the terms and provisions hereof and thereof have been duly authorized by all requisite action on the part of such Person and do not and will not (a) violate or conflict with, or result in a breach of, or require any consent under (i) the Constituent Documents of such Person (if such Person is not a natural Person), (ii) any applicable Law, rule, or regulation or any order, writ, injunction, or decree of any Governmental Authority or arbitrator, or (iii) any Material Agreement to which such Person is a party or by which it or any of its Properties is bound or subject, or (b) constitute a default under any such Material Agreement, or result in the creation or imposition of any Lien upon any of the revenues or assets of such Person, except in respect of clauses (a)(ii), (iii) and (b) above, where any such default, conflict or such Governmental Authority actions, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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Section 5.4 Operation of Business. Each Loan Party and its Restricted Subsidiaries possesses all licenses, permits, consents, authorizations, franchises, patents, copyrights, trademarks, and trade names, or rights thereto, necessary to conduct its respective businesses substantially as now conducted and as presently proposed to be conducted, and neither any Loan Party nor any of its Restricted Subsidiaries is in violation of any valid rights of others with respect to any of the foregoing, other than to the extent any failure to do so or violation could not reasonably be expected to result in a Material Adverse Effect.

Section 5.5 Litigation and Judgments. Except as specifically disclosed in Schedule 5.5 as of the First Amendment Effective Date, there is no action, suit, investigation, or proceeding before or by any Governmental Authority or arbitrator pending, or to the knowledge of any Loan Party after a reasonable investigation, threatened against or affecting any Loan Party or any of its Restricted Subsidiaries or against any of their Properties that could, if adversely determined, reasonably be expected to (i) result in liabilities of or economic loss to any Loan Party or Restricted Subsidiary of a Loan Party in excess of $5,000,000 or (ii) have a Material Adverse Effect. There are no outstanding judgments against any Loan Party or any of its Restricted Subsidiaries that would constitute an Event of Default under Section 9.1(m) or that could reasonably be expected to result in a Material Adverse Effect. Since the date hereof, there has been no adverse change in the status of any matter set forth on Schedule 5.5 that, taking into account the availability of any appeals, could reasonably be expected to increase materially the likelihood of a Material Adverse Effect resulting therefrom.

Section 5.6 Rights in Properties; Liens.

(a) Each Loan Party and its Restricted Subsidiaries has (i) good, sufficient and legal title (in the case of fee interests in real Property), (ii) valid leasehold interests (in the case of leasehold interests in real or personal Property) and (iii) good title (in the case of all other personal Property), including the Properties reflected in the financial statements described in Section 5.2, in each case, subject to Permitted Liens, and none of the Properties of any Loan Party or any of its Restricted Subsidiaries is subject to any Lien, except Permitted Liens. No Loan Party maintains inventory or equipment (including without limitation grinders and vehicles) with aggregate value per location in excess of $5,000,000 at any third party leased location. All leases that individually or in the aggregate are material to the business or operations of the Borrower and its Restricted Subsidiaries are valid and subsisting and are in full force except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the First Amendment Effective Date, no Loan Party owns any real property (including any Oil and Gas Property) in any county or parish other than Andrews, Loving, Pecos, Reeves and Winkler Counties, Texas and Eddy and Lea Counties, New Mexico. The Mortgages executed and delivered on the Closing Date pursuant to Section 4.1(j) and the Mortgages executed and delivered on or about the First Amendment Effective Date collectively contain accurate and complete legal descriptions of all real property interests owned by any Loan Party.

(b) No material termination or suspension of any business or any operation of the Loan Parties due to an adverse change in the regulatory enforcement of the Loan Parties’ business which is conducted on its Properties has occurred, except matters in the aggregate which could not reasonably be expected to result in a Material Adverse Effect.

(c) All Rights of Way and Deeds necessary for the conduct of the business of the Loan Parties are valid and subsisting, in full force and effect, and there exists no breach, default or event or circumstance that, with the giving of notice or the passage of time or both, would give rise to a default under any such Rights of Way or Deeds that could reasonably be expected to materially interfere with the ordinary conduct of business of the Loan Parties taken as a whole or materially detract from the value or the use of the property of the Loan Parties. All rental and other payments due under any Rights of Way or Deeds by any Loan Party have been duly paid in accordance with the terms thereof, except to the extent

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such rental or other payments are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP or where the failure to pay could not reasonably be expect to materially interfere with the ordinary conduct of business of the Loan Parties taken as a whole or materially detract from the value or the use of the property of the Loan Parties.

(d) The rights and real and personal property presently owned, leased or licensed by the Loan Parties, including all Rights of Way and Deeds, include all rights and real and personal properties necessary to permit the Loan Parties to conduct their businesses in all material respects in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar property.

(e) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Loan Parties, is contemplated with respect to all or any of its Material Real Estate.

(f) The Collateral does not include, and no Security Instrument encumbers, any “building” (as defined in the applicable Flood Insurance Regulation) or “manufactured (mobile) home” (as defined in the applicable Flood Insurance Regulation) located on real property owned or leased by any Loan Party.

Section 5.7 Enforceability. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and the other Loan Documents to which any Loan Party is a party, when delivered, shall constitute legal, valid, and binding obligations of such Person, enforceable against such Person in accordance with their respective terms, except as limited by Debtor Relief Laws and general principles of equity.

Section 5.8 Approvals. No authorization, approval, or consent of, and no filing or registration with, any Governmental Authority or third party is or will be necessary for the execution, delivery, or performance by any Loan Party of this Agreement and the other Loan Documents to which such Person is or may become a party or the validity or enforceability thereof other than the recording and filing of the Security Documents and financing statements in connection therewith.

Section 5.9 Taxes. Each of the Loan Parties and each of their Restricted Subsidiaries has filed on a timely basis all material Tax Returns required to be filed, including all income, franchise, employment, Property, and sales Tax Returns. Each such Tax Return is true, correct and complete in all material respects. Each of the Loan Parties and each of their Restricted Subsidiaries has paid all of its respective material liabilities for Taxes, assessments, governmental charges, and other levies that are due and payable (whether or not shown on any Tax Return), other than Taxes, if any, the payment of which is being contested in good faith and by appropriate proceedings and reserves for the payment of which are being maintained in accordance with GAAP. No Loan Party knows of any pending investigation of any Loan Party or any of their Restricted Subsidiaries by any taxing authority or of any pending but unassessed material Tax liability of any Loan Party or any of its Restricted Subsidiaries. No material claim has ever been made or is expected to be made by any Governmental Authority in a jurisdiction where any Loan Party or its Restricted Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. No Loan Party nor any of their Restricted Subsidiaries has given or been requested to give material waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of a Loan Party or its Restricted Subsidiaries or for which any Loan Party or its Restricted Subsidiaries may be liable. Except as set forth on Schedule 5.9, no Loan Party nor any Restricted Subsidiary thereof is, or has been party to any Tax sharing agreement, Tax allocation agreement, Tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes, in each case other than as required by applicable Law.

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Section 5.10 Use of Proceeds; Margin Securities. The proceeds of the Revolving Credit Borrowings shall be used by Borrower to acquire real property in west Texas and New Mexico to be pledged as Collateral, for working capital in the ordinary course of business and for other general corporate purposes. The proceeds of the Term Loans will be used by Borrower to acquire real property in west Texas and New Mexico to be pledged as Collateral, to refinance the indebtedness under the Existing Credit Agreement, to make the one-time cash distribution contemplated by Section 7.4(g), for working capital in the ordinary course of business and for other general corporate purposes. Neither any Loan Party nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U, or X of the Board of Governors), and no part of the proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock. No part of the proceeds of any Loan will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person, or in any other manner that will result in any violation by any Person (including any Lender, any Arranger or Administrative Agent) of any Anti-Terrorism Laws, Anti-Corruption Laws or any Sanctions.

Section 5.11 ERISA. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of any Loan Party, nothing has occurred which would prevent, or cause the loss of, such qualification. No application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority with respect to any Plan or Multiemployer Plan. There has been no Prohibited Transaction or violation of the fiduciary responsibility rules with respect to any Plan or Multiemployer Plan. No ERISA Event has occurred or is reasonably expected to occur. No Plan has any Unfunded Pension Liability. No Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA. No Loan Party or ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA). No Loan Party or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan. No Loan Party or ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. No Loan Party or any of its Restricted Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

Section 5.12 Disclosure. No statement, information, report, representation, or warranty made by Borrower or any other Loan Party in this Agreement, in any other Loan Document or furnished to Administrative Agent or any Lender in connection with this Agreement or any of the transactions contemplated hereby contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not materially misleading. There is no fact known to any Loan Party which could reasonably be expected to have a Material Adverse Effect, or which could in the future reasonably be expected to have a Material Adverse Effect that has not been disclosed in writing to Administrative Agent and each Lender. As of the First Amendment Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

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Section 5.13 Subsidiaries. As of the First Amendment Effective Date, no Loan Party has any Subsidiaries other than those listed on Schedule 5.13 (and, if subsequent to the First Amendment Effective Date, such additional Subsidiaries as have been formed or acquired in compliance with Section 6.13) and Schedule 5.13 sets forth the jurisdiction of incorporation or organization of each Subsidiary, the percentage of the applicable Loan Party’s ownership interest in such Subsidiary, and an identification of each Subsidiary as a Restricted Subsidiary, an Unrestricted Subsidiary, a Joint Venture and/or an Immaterial Subsidiary. All of the outstanding capital stock or other Equity Interests of each Subsidiary described on Schedule 5.13 have been validly issued, are fully paid, and are nonassessable. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relating to any Equity Interests of any Loan Party or any Restricted Subsidiary or, to the extent any Loan Party would have any liability related thereto, of any Unrestricted Subsidiary (other than as set forth in each such Loan Party’s Constituent Documents as certified to Administrative Agent and the Lenders on the Closing Date (or as they may be amended thereafter in accordance with Section 7.15)).

Section 5.14 Agreements; No Default. Neither any Loan Party nor any of its Restricted Subsidiaries is a party to any indenture, loan, or credit agreement, or to any lease or other agreement or instrument, or subject to any charter or corporate or other organizational restriction, in each case which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither any Loan Party nor any of its Restricted Subsidiaries is in default in any material respect in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in (a) any Material Agreement or (b) any judgment, decree or order to which any Loan Party or any Restricted Subsidiary thereof is a party or by which any Loan Party or any Restricted Subsidiary thereof or any of their respective properties may be bound. No Default has occurred and is continuing.

Section 5.15 Compliance with Laws. No Loan Party nor any of their Restricted Subsidiaries is in violation in any material respect of any Law, rule, regulation, order, or decree of any Governmental Authority or arbitrator.

Section 5.16 [Reserved].

Section 5.17 Regulated Entities. No Loan Party nor any of their Restricted Subsidiaries is (a) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940 or (b) subject to regulation under any other federal or state statute, rule or regulation limiting its ability to incur Debt, pledge its assets or perform its obligations under the Loan Documents. No Loan Party is an Affected Financial Institution.

Section 5.18 Environmental Matters. Except where the failure to do so (or, as applicable, the occurrence or existence of such event, condition or circumstances) could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:

(a) Each Loan Party and its Restricted Subsidiaries, and all of their respective Properties, assets, and operations, are in compliance with all Environmental Laws. No Loan Party is aware of, nor has any Loan Party received notice of, any past, present, or future conditions, events, activities, practices, or incidents which may interfere with or prevent the compliance or continued compliance of each Loan Party and its Restricted Subsidiaries with all Environmental Laws;

(b) Each Loan Party and its Restricted Subsidiaries has obtained all permits, licenses, and authorizations that are required under applicable Environmental Laws, and all such permits are in good standing and each Loan Party and its Restricted Subsidiaries are in compliance with all of the terms and conditions of such permits;

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(c) No Hazardous Materials exist on, about, or within, or have been used, generated, stored, transported, disposed of on, or Released from, any of the Properties or assets of any Loan Party or any of its Restricted Subsidiaries in violation of, or in a manner or to a location that could give rise to liability of a Loan Party under, any applicable Environmental Laws. The use which each Loan Party and its Restricted Subsidiaries make and intend to make of their respective Properties and assets will not result in the use, generation, storage, transportation, accumulation, disposal, or Release of any Hazardous Material on, in, or from any of their Properties or assets in violation of, or in a manner that could give rise to liability under, any applicable Environmental Laws;

(d) Neither any Loan Party nor any of its Restricted Subsidiaries nor any of their respective currently or previously owned or leased Properties or operations is subject to any outstanding or threatened order from or agreement with any Governmental Authority or other Person or subject to any judicial or docketed administrative proceeding with respect to (i) any failure to comply with Environmental Laws, (ii) any Remedial Action, or (iii) any Environmental Liabilities arising from a Release or threatened Release;

(e) There are no conditions or circumstances associated with the currently or previously owned or leased Properties or operations of any Loan Party or any of its Restricted Subsidiaries that could reasonably be expected to give rise to any Environmental Liabilities;

(f) Neither any Loan Party nor any of its Restricted Subsidiaries is a treatment, storage, or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., regulations thereunder or any comparable provision of state Law. Each Loan Party and its Restricted Subsidiaries are in compliance with all applicable financial responsibility requirements of all Environmental Laws;

(g) Neither any Loan Party nor any of its Restricted Subsidiaries has filed or failed to file any notice required under applicable Environmental Law reporting a Release; and

(h) No Lien arising under any Environmental Law has attached to any Property or revenues of any Loan Party or any of its Restricted Subsidiaries.

Section 5.19 Intellectual Property. Each Loan Party and each of its Restricted Subsidiaries owns, or is licensed to use, all Intellectual Property necessary to conduct its business as currently conducted, and the use thereof does not infringe in any material respect upon the rights of any other Person.

Section 5.20 Anti-Corruption Laws; Sanctions; Etc.

(a) No Loan Party or Subsidiary of any Loan Party or, to the knowledge of any Loan Party, any director, officer, employee, agent, or any controlled or controlling Affiliate of a Loan Party or any of its Subsidiaries is an individual or entity (“person”) that is, or is owned 50 percent or more, individually or in the aggregate, directly or indirectly or controlled by any person that: (i) is a Sanctioned Person or is currently the subject or target of any Sanctions, or (ii) is located, organized or resident, or has assets, in a Sanctioned Country.

(b) The Loan Parties, their Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Loan Parties, agents, are in compliance with all applicable Sanctions and with the FCPA and any other applicable Anti-Corruption Law. Borrower and its Subsidiaries have instituted and maintain policies and procedures as the Loan Parties reasonably deem appropriate in light of their business and international activities (if any) designed to ensure continued compliance with applicable Sanctions, the FCPA and any other applicable Anti-Corruption Laws.

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Section 5.21 PATRIOT Act. The Loan Parties, each of their Subsidiaries, and each of their Affiliates are in compliance with (a) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B Chapter V, as amended), and all other enabling legislation or executive order relating thereto, (b) the PATRIOT Act, and (c) all other federal or state Laws relating to “know your customer” (collectively, the “Anti-Terrorism Laws”).

Section 5.22 Insurance. The Properties of each Loan Party and their Restricted Subsidiaries are insured in respect of general casualty and general liability insurance with financially sound and reputable insurance companies not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried in conformity with prudent industry practice by companies engaged in similar businesses and owning similar Properties in localities where such Loan Party or the applicable Restricted Subsidiary operates.

Section 5.23 Solvency. After giving effect to the Transactions and each Credit Extension made hereunder, the Loan Parties are Solvent on a consolidated basis and have not entered into any transaction with the intent to hinder, delay or defraud a creditor.

Section 5.24 Security Documents. Subject to Section 6.15, the provisions of the Security Documents are effective to create in favor of Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties party thereto in the Collateral. Except for filings completed prior to the Closing Date and as contemplated hereby and by the Security Documents, no filing or other action will be necessary to perfect such Liens in Collateral.

Section 5.25 Businesses. Borrower is presently engaged directly or through its Restricted Subsidiaries in the business of land and resource management.

Section 5.26 Labor Matters. Except where the occurrence of any such event could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes, work stoppages or other labor controversies pending, or to the knowledge of any Loan Party, threatened against any Loan Party or any of its Restricted Subsidiaries, (b) the hours worked by and payments made to employees of the Loan Parties and their Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters and (c) all payments due from any Loan Party or any Restricted Subsidiary, or for which any claim may be made against any Loan Party or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Loan Party or such Restricted Subsidiary.

Section 5.27 Material Agreements. Schedule 5.27 sets forth a complete and correct list of all Material Agreements of each Loan Party and each Restricted Subsidiary thereof in effect as of the First Amendment Effective Date. No Loan Party nor any Restricted Subsidiary thereof (nor, to its knowledge, any other party thereto) is in breach of or in default under any Material Agreement in any material respect.

Section 5.28 Affiliate Transactions. Except as set forth on Schedule 5.28, as of the First Amendment Effective Date, there are no existing agreements between any Loan Party and any of the officers, members, managers, directors, stockholders, parents, holders of other Equity Interests, employees or Affiliates of any Loan Party, other than Constituent Documents of the Loan Parties as certified to the Administrative Agent, employment agreements, indemnity and expense reimbursement arrangements, and other similar standard and customary internal matters.

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Section 5.29 Qualified ECP Guarantor. Each Loan Party is a Qualified ECP Guarantor, after giving effect to Section 11.29.

ARTICLE 6.

AFFIRMATIVE COVENANTS

Each Loan Party covenants and agrees that until the Obligations have been Paid in Full and no Lender has any Commitment hereunder:

Section 6.1 Reporting Requirements. Borrower will furnish, or cause to be furnished, to Administrative Agent (with copies for each Lender upon Administrative Agent’s request):

(a) Annual Financial Statements. As soon as available, and in any event within one hundred twenty (120) days after the last day of each fiscal year of Borrower, beginning with the fiscal year ending December 31, 2023, a copy of the annual audit report of Borrower and its Restricted Subsidiaries for such fiscal year then ended containing, on a consolidated basis, balance sheets and statements of income, retained earnings, and cash flow as of the end of such fiscal year and for the 12-month period then ended, in each case setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and audited and certified by Deloitte or other independent certified public accountants of recognized standing reasonably acceptable to Administrative Agent, to the effect that such report has been prepared in accordance with GAAP and without a “going concern” or like qualification, exception or explanation and without any qualification or exception as to the scope of such audit. The financial statements under this clause (a) and under clause (b) below shall either exclude the financial condition and results of Unrestricted Subsidiaries, or shall include such detail as is reasonably necessary to distinguish the financial condition and results of Borrower and its Restricted Subsidiaries, on the one hand, from that of all Unrestricted Subsidiaries, on the other hand;

(b) Quarterly Financial Statements. As soon as available, and in any event within forty-five (45) days after the last day of each of the first three fiscal quarters of each fiscal year of Borrower, beginning with the fiscal quarter ending June 30, 2023, a copy of an unaudited financial report of Borrower and its Restricted Subsidiaries as of the end of such fiscal quarter and for the portion of the fiscal year then ended, containing, on a consolidated basis, balance sheets and statements of income, retained earnings, and cash flow, in each case setting forth in comparative form the figures for the corresponding period of the preceding fiscal year, all in reasonable detail certified by a Responsible Officer of Borrower to have been prepared in accordance with GAAP and to fairly and accurately present in all material respects (subject to year-end audit adjustments) the financial condition and results of operations of Borrower and its Restricted Subsidiaries, on a consolidated and consolidating basis, as of the dates and for the periods indicated therein;

(c) Compliance Certificate. No later than five (5) Business Days following delivery of each of the financial statements referred to in Sections 6.1(a) and 6.1(b), a Compliance Certificate (i) stating that to the best of the knowledge of the Responsible Officer executing same, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action which is proposed to be taken with respect thereto, (ii) showing in reasonable detail the calculations demonstrating compliance with the covenants set forth in Article 8 (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements most recently delivered pursuant to Section 6.1(a) above and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) specifying any change in the identity

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of the Subsidiaries as of the end of such fiscal year or fiscal quarter from the Subsidiaries identified to the Lenders on the Closing Date or as of the most recent fiscal year or fiscal quarter, as the case may be (and specifying each such Subsidiary as a Restricted Subsidiary, Unrestricted Subsidiary, Loan Party or Immaterial Subsidiary), (v) solely in the case of the annual Compliance Certificate, (A) stating whether any material amendment or modification to any Material Agreement has been entered into since the date of the Closing Date or last-delivered annual Compliance Certificate (or whether any Material Agreement has terminated or expired or any new Material Agreement has been entered into as of such date) and providing any such material amendments or modifications or new Material Agreements (if any) to the Administrative Agent and (B) either certification that no Loan Party’s insurance coverage has changed in any material respect from that previously delivered to Administrative Agent, or a description of any such change together with certificates evidencing the updated policy or policies, (vi) attaching copies of any management letters or written reports submitted to Borrower or any of its Restricted Subsidiaries by independent certified public accountants with respect to the business, condition (financial or otherwise), operations, prospects, or Properties of Borrower or any of its Restricted Subsidiaries in such fiscal quarter, (vii) setting forth details of (A) all actions, suits, and proceedings before any Governmental Authority or arbitrator affecting any Loan Party or any of its Restricted Subsidiaries which, if determined adversely to such Loan Party or such Restricted Subsidiary, could reasonably be expected to (x) result in liabilities of such Loan Party or such Restricted Subsidiary in excess of $5,000,000 or (y) have a Material Adverse Effect, or (B) any adverse change in the status of any actions, suits, and proceedings before any Governmental Authority or arbitrator that, taking into account the availability of any appeals, could reasonably be expected to increase materially the likelihood of a Material Adverse Effect resulting therefrom, to the extent arising in such fiscal quarter, (viii) describing any new or terminated Affiliate Material Agreement entered into or terminated in such fiscal quarter and (ix) attaching copies of any amendment, restatement, supplement or other modification to any of the Constituent Documents of any Loan Party or any of its Restricted Subsidiaries in such fiscal quarter. For any financial statements delivered electronically by a Responsible Officer in satisfaction of the reporting requirements set forth in clause (a) or (b) preceding that are not accompanied by the required Compliance Certificate, that Responsible Officer shall nevertheless be deemed to have certified the factual matters described in this clause (c) with respect to such financial statements; however, such deemed certification shall not excuse or be construed as a waiver of Borrower’s obligation to deliver the required Compliance Certificate;

(d) Projections. As soon as practicable and in any event not later than 45 days following the end of each fiscal year, projections for the Borrower and its Restricted Subsidiaries for the following fiscal year that include, on a monthly basis, an operating and capital budget;

(e) [Reserved];

(f) [Reserved];

(g) Notice of Default. As soon as possible and in any event within five (5) days after the occurrence of any Default, a written notice setting forth the details of such Default and the action that the applicable Loan Party has taken and proposes to take with respect thereto;

(h) ERISA Reports. Promptly after the filing or receipt thereof, copies of all reports, including annual reports, and notices which any Loan Party or ERISA Affiliate files with or receives from the PBGC, the IRS, or the U.S. Department of Labor under ERISA; as soon as possible and in any event within five (5) days after any Loan Party or any ERISA Affiliate knows or has reason to know that any ERISA Event or Prohibited Transaction has occurred with respect to any Plan or Multiemployer Plan, a certificate of the chief financial officer of the applicable Loan

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Party setting forth the details as to such ERISA Event or Prohibited Transaction and the action that the applicable Loan Party proposes to take with respect thereto; annually, a copy of the notice described in Section 101(f) of ERISA that any Loan Party or ERISA Affiliate files or receives with respect to a Plan or Multiemployer Plan;

(i) Reports to Other Creditors. Promptly after the furnishing thereof, copies of any statement or report furnished to any other party pursuant to the terms of any indenture, loan, or credit or similar agreement and not otherwise required to be furnished to Administrative Agent pursuant to any other clause of this Section 6.1;

(j) Updates to Security Document Schedules. Concurrently with the delivery of the Compliance Certificate delivered in connection with the financial statements pursuant to Sections 6.1(a) and (b), updates to all Schedules to the Security Documents to the extent that information contained in such Schedules has become inaccurate or incomplete since delivery thereof and such Schedules are required to be updated from time to time pursuant to the terms of the applicable Security Document;

(k) Insurance. Within thirty (30) days following the First Amendment Effective Date (or such later date as Administrative Agent may agree in its discretion), and thereafter within thirty (30) days after each request reasonably made by Administrative Agent, certificates of insurance from the insurance companies insuring Borrower or the other Loan Parties, describing the insurance coverage required hereunder;

(l) Notice of Material Adverse Effect and Change in Beneficial Owners. As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of (i) any event or circumstance that could reasonably be expected to have a Material Adverse Effect and (ii) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification;

(m) [Reserved];

(n) Notice of Casualty Events. Prompt written notice, and in any event within three (3) Business Days, of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event, in each case with respect to Property of any Loan Party which could reasonably be expected to have a Material Adverse Effect;

(o) Environmental Matters. Prompt written notice, and in any event within three (3) Business Days, of any action, investigation or inquiry by any Governmental Authority threatened in writing or any demand or lawsuit threatened in writing by any Person against Borrower or its Restricted Subsidiaries or their Properties, in each case, in connection with any Environmental Laws if Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate) in excess of $2,000,000, not fully covered by insurance, subject to normal deductibles, or otherwise result in a Material Adverse Effect;

(p) Notice of Certain Changes. Promptly, but in any event within five (5) Business Days of the effectiveness thereof, notice of any material change in the nature business conducted by any Loan Party or any of its Restricted Subsidiaries;

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(q) Proxy Statements etc. As soon as available, one (1) copy of each financial statement, report, notice or proxy statement sent by Borrower or any of its Restricted Subsidiaries to its stockholders generally and one (1) copy of each regular, periodic or special report, registration statement, or prospectus filed by Borrower or any of its Restricted Subsidiaries with any securities exchange or the SEC;

(r) SEC Investigations. Promptly after receipt thereof by Borrower or any of its Subsidiaries, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of Borrower or any of its Subsidiaries;

(s) Mandatory Prepayment Events. Promptly, and in any event within fifteen (15) Business Days after the occurrence of such event, a report describing in reasonable detail the (A) occurrence of any disposition of Property or assets for which Borrower is required to make a mandatory prepayment pursuant to Section 2.8(d)(i) and, if applicable, whether the Borrower intends to exercise the reinvestment right set forth therein, (B) occurrence of the issuance by any Loan Party of any of its stock or other Equity Interests for which Borrower is required to make a mandatory prepayment pursuant to Section 2.8(d)(ii), (C) occurrence of the incurrence or issuance by any Loan Party of any Debt for which Borrower is required to make a mandatory prepayment pursuant to Section 2.8(d)(iii), (D) receipt of any Extraordinary Receipt for which Borrower is required to make a mandatory prepayment pursuant to Section 2.8(d)(iv) and, if applicable, whether the Borrower intends to exercise the reinvestment right set forth therein, in each case together with the amount of the corresponding mandatory prepayment required to be made pursuant to Section 2.8(d)(i), (ii), (iii) or (iv), as applicable;

(t) Certificate Regarding Free Cash Flow. Not less than two (2) Business Days (or such shorter time as Administrative Agent may agree in its sole discretion) prior to the making of any Restricted Payment made pursuant to Section 7.4(e), a Free Cash Flow Usage Certificate prepared in connection therewith; and

(u) General Information. Promptly, such other information concerning any Loan Party or any of its Subsidiaries as Administrative Agent, or any Lender through Administrative Agent, may from time to time request, including, without limitation, any certification or other evidence Administrative Agent requests in order for it to (i) comply with any applicable federal or state Laws or regulations (including, but not limited to, information about the ownership and management of Borrower or any other Loan Party), (ii) confirm compliance by Borrower or any other Loan Party with all Anti-Terrorism Laws, and (iii) confirm that neither Borrower nor any other Loan Party (nor any Person owning any interest of any nature whatsoever in Borrower or any other Loan Party) is a Sanctioned Person.

All representations and warranties set forth in the Loan Documents with respect to any financial information concerning any Loan Party shall apply to all financial information delivered to Administrative Agent by such Loan Party or any Person purporting to be a Responsible Officer of such Loan Party or other representative of such Loan Party regardless of the method of such transmission to Administrative Agent or whether or not signed by such Loan Party or such Responsible Officer or other representative, as applicable.

Section 6.2 Maintenance of Existence; Conduct of Business. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, preserve and maintain its existence and all of its leases, privileges, licenses, permits, franchises, qualifications, and rights that are necessary or desirable in the ordinary conduct of its business, except to the extent a failure to so preserve and maintain could not reasonably be expected to have a Material Adverse Effect. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, conduct its business in an orderly and efficient manner in accordance with good business practices.

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Section 6.3 Maintenance of Properties. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, maintain, keep, and preserve all of its Properties (tangible and intangible) necessary or useful in the proper conduct of its business in good working order and condition, except to the extent a failure to so preserve and maintain could not reasonably be expected to have a Material Adverse Effect.

Section 6.4 Taxes and Claims. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, pay or discharge at or before maturity or before becoming delinquent (a) all Taxes, levies, assessments, and governmental charges imposed on it or its income or profits or any of its Property, and (b) all lawful claims for labor, material, and supplies, which, if unpaid, might become a Lien upon any of its Property; provided, however, that neither any Loan Party nor any of its Restricted Subsidiaries shall be required to pay or discharge any Tax, levy, assessment, governmental charge or claim which is being contested in good faith by appropriate proceedings diligently pursued, and for which adequate reserves in accordance with GAAP have been established, or to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect or result in a Lien upon any Property of a Loan Party in violation of Section 7.2.

Section 6.5 Insurance. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, maintain insurance with financially sound and reputable insurance companies (i) for workers’ compensation and in respect of general casualty and third party liability, with financially sound and reputable insurance companies not Affiliates of any Loan Party and (ii) all other customarily insured risks, with financially sound and reputable insurance companies not Affiliates of any Loan Party (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Loan Parties and their Restricted Subsidiaries under this clause (ii) (but, in any event, excluding general casualty or general liability insurance)), and covering such risks as is customarily maintained in conformity with prudent industry practice by companies engaged in similar businesses and owning similar Properties in the same general areas in which the Loan Parties and their Restricted Subsidiaries operate. Each insurance policy covering Collateral shall name Administrative Agent as lender’s loss payable and each insurance policy covering liabilities shall name Administrative Agent as additional insured, and the Loan Parties will use their commercially reasonable efforts to cause such insurance policy to provide that such policy will not be cancelled without thirty (30) days’ prior written notice to Administrative Agent.

Section 6.6 Inspection Rights; Lender Meetings.

(a) At any reasonable time and from time to time, upon reasonable notice of not less than three Business Days (or such shorter period, if any, as the relevant Loan Party and the Administrative Agent may mutually agree), each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, permit representatives and independent contractors of Administrative Agent (a) to examine, inspect, review, evaluate and make physical verifications and appraisals of the inventory and other Collateral in any manner and through any medium that Administrative Agent considers advisable, (b) to visit and inspect its Properties, (c) to examine its corporate, financial and operating books and records, and make copies thereof or abstracts therefrom and (d) to discuss its affairs, business, operations, financial condition and accounts with its directors, officers, employees, and independent certified public accountants, all at the sole cost and expense of Borrower and at such reasonable times during normal business hours and as often as may be reasonably requested; provided that, other than with respect to such visits and inspections following the occurrence of an Event of Default that is continuing, Administrative Agent shall not exercise

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such rights more often than two (2) times during any calendar year; provided, further, that only when an Event of Default exists Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing under this Section at the sole cost and expense of Borrower and at any time during normal business hours and without advance notice.

(b) Borrower will, upon the request of the Administrative Agent or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders not more frequently than once during each fiscal year to be held at Borrower’s corporate offices (or at such other location as may be agreed to by Borrower and Administrative Agent or, if agreed to by Administrative Agent in its reasonable discretion, via a conference call or other teleconference) at such time as may be agreed to by Borrower and the Administrative Agent.

Section 6.7 Keeping Books and Records. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, maintain proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated financial statements of the Borrower and its Restricted Subsidiaries in conformity with GAAP.

Section 6.8 Compliance with Laws. Each Loan Party shall, and shall cause each of its Subsidiaries to, (a) comply in all respects with all Anti-Terrorism Laws, Anti-Corruption Laws and applicable Sanctions and (b) comply in all material respects with all other applicable Laws (including, without limitation, all Environmental Laws) and decrees of any Governmental Authority or arbitrator.

Section 6.9 Compliance with Agreements. Each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, comply in all material respects with (a) all Material Agreements and (b) all other agreements, contracts, and instruments binding on it or affecting its Properties or business.

Section 6.10 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 Agreement and the other Loan Documents and to create, preserve, and perfect the Liens of Administrative Agent in the Collateral.

Section 6.11 ERISA. Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all minimum funding requirements, and all other material requirements, of ERISA and the Code, if applicable, so as not to give rise to any liability in excess of $900,000 (individually or in the aggregate) thereunder.

Section 6.12 Account Control Agreements.

(a) Not later than sixty (60) days after the Closing Date (or such later date as agreed to by the Administrative Agent in its sole discretion) and at all times thereafter, each Loan Party shall, and shall cause each of its Restricted Subsidiaries to, (i) use the financial institution serving as Administrative Agent as its principal depository bank, including for the maintenance of business, cash management, operating and administrative Deposit Accounts, (ii) maintain all of its Deposit Accounts (other than Excluded Accounts) with financial institutions that are Lenders or serving as the Administrative Agent and (iii) cause all Commodity Accounts, Deposit Accounts and Securities Accounts held by the Loan Parties as of the Closing Date to be subject to an Account Control Agreement in favor of Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent, which provides that Administrative Agent shall have springing “control” (within the meaning of Section 8.106 or Section 9.104 of the UCC, as applicable) of such account.

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(b) Each Loan Party shall, with respect to each Deposit Account, Securities Account and Commodity Account and that such Loan Party at any time opens, maintains or acquires after the Closing Date, within thirty (30) days of the opening or acquisition of such Deposit Account, Securities Account or Commodity Account, enter into an Account Control Agreement that is effective for the Administrative Agent to obtain springing “control” (within the meaning of Chapter 8 or Chapter 9 of the UCC, as applicable) and otherwise in form and substance reasonably satisfactory to the Administrative Agent, and pursuant to which the depository bank that maintains such Deposit Account, securities intermediary that maintains such Securities Account, or commodities intermediary that maintains such Commodity Account, as applicable, agrees to comply at any relevant time with instructions from the Administrative Agent to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to such Deposit Account, Securities Account or Commodity Account, without further consent of such Loan Party.

(c) At any time after the occurrence and during the continuance of an Event of Default, at the request of the Required Lenders, the Borrower will, and will cause each Restricted Subsidiary to, cause all payments constituting proceeds of accounts or other Collateral to be directed into lockbox accounts under agreements in form and substance satisfactory to the Administrative Agent.

Section 6.13 Additional Guarantors; Collateral Matters.

(a) Borrower shall notify Administrative Agent promptly (but in any event within ten (10) Business Days following (or such longer period as the Administrative Agent may agree in writing)) the time that any Person becomes a Restricted Subsidiary of a Loan Party (whether by formation, acquisition, merger or otherwise but, in any event, excluding any Immaterial Subsidiary) or that any Immaterial Subsidiary ceases to be an Immaterial Subsidiary, and promptly thereafter (and in any event within fifteen (15) Business Days, or such longer period as the Administrative Agent may agree in writing) (a) execute and deliver or cause to be executed and delivered to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a perfected Lien on all Equity Interests held by any Loan Party in such Subsidiary, and (b) cause such Subsidiary to (i) become a Guarantor by executing and delivering to Administrative Agent a Guaranty or a Guarantor Joinder Agreement, (ii) execute and deliver all Security Documents requested by Administrative Agent pledging to Administrative Agent for the benefit of the Secured Parties all of its Property constituting Collateral (subject to such exceptions as Administrative Agent may permit in its sole discretion) and take all actions required by Administrative Agent to grant to Administrative Agent for the benefit of Secured Parties a perfected first priority security interest in such Property, subject to Permitted Liens, including the execution and delivery of Account Control Agreements to the extent required pursuant to Section 6.12 and the filing of UCC financing statements in such jurisdictions as may be requested by Administrative Agent, (iii) within sixty (60) days of such Person becoming a Restricted Subsidiary or ceasing to constitute an Immaterial Subsidiary (or such longer period as the Administrative Agent may agree in writing), if requested by Administrative Agent with respect to real Property owned in fee simple by such Subsidiary: (A) execute, acknowledge and deliver to Administrative Agent a Mortgage and (B) such Owned Real Estate Support Documents, if any, with respect to such real Property requested by the Administrative Agent; provided that no Mortgages shall encumber any Excluded Assets; and (iv) deliver to Administrative Agent such other documents and instruments as Administrative Agent may reasonably require, including appropriate favorable opinions of counsel to such Person in form, content and scope reasonably satisfactory to Administrative Agent.

(b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (a) in no event shall any Loan Party be required to grant a Lien on or take any perfection action with respect to any Excluded Assets, and the “Collateral” shall be deemed to exclude Excluded Assets for all purposes, (b) unless an Event of Default has occurred that is continuing, no Loan Party shall be required

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to take any perfection action (other than the delivery of “all asset” UCC financing statements) with respect to any Limited Perfection Collateral and (c) the representations, warranties and covenants made by any Loan Party in this Agreement or in any other Loan Document with respect to the creation, perfection or priority (as applicable) of the security interest and Lien granted under the Loan Documents shall be deemed to not apply to Excluded Assets, and shall be qualified with respect to perfection by this Section 6.13(b) with respect to Limited Perfection Collateral. For avoidance of doubt, the characterization of any asset as an Excluded Asset, and the limitations set forth herein and in the Security Documents with respect to Excluded Assets, are not intended to, nor shall they be construed as, negating any right or remedy that the Administrative Agent or any Secured Party may have with respect thereto that arises outside of the Loan Documents, whether such right or remedy arises under applicable Law, separate written agreement with any Loan Party relating to such asset (e.g., deposit account agreements) or otherwise.

Section 6.14 Sanctions; Anti-Corruption Laws. The Loan Parties will maintain in effect policies and procedures as the Loan Parties reasonably deem appropriate in light of their business and international activities (if any) designed to promote compliance by the Loan Parties, their Subsidiaries, and their respective directors, officers, employees, and agents with applicable Sanctions and with the FCPA and any other applicable Anti-Corruption Laws.

Section 6.15 Post-Closing Covenants.

(a) Account Control Agreements. Not later than sixty (60) days following the date of this Agreement, Borrower shall cause to be executed and delivered to Administrative Agent Account Control Agreements to the extent required by Section 6.12(a).

(b) Insurance Certificates. Not later than sixty (60) days following the date of this Agreement, Borrower shall cause to be delivered to the Administrative Agent, copies of insurance certificates describing all insurance policies required by Section 6.5, together with evidence of endorsements providing that Administrative Agent is lender’s loss payable with respect to each insurance policy covering Collateral and additional insured with respect to each insurance policy covering liabilities.

(c) Mortgage. Not later than sixty (60) days following the date of this Agreement, Borrower shall cause to be executed and delivered to the Administrative Agent, Mortgages in regard to fee simple real Property owned by the Loan Parties and located in Eddy County, New Mexico.

(d) Legal Opinions. Not later than sixty (60) days following the date of this Agreement, Borrower shall cause to be delivered to the Administrative Agent, a favorable opinion of Hinkle Shanor LLP, local counsel to the Borrower, addressed to Administrative Agent, the Lenders and L/C Issuer, in form and substance satisfactory to Administrative Agent, with respect to as to such matters as Administrative Agent may reasonably request.

Section 6.16 Real Property. In the event that any Loan Party acquires any Material Real Estate (other than any Excluded Assets), such Loan Party shall promptly thereafter (and in any event within sixty (60) days following such acquisition (or such longer period acceptable to Administrative Agent in its sole discretion)) execute, acknowledge and deliver to Administrative Agent a Mortgage and deliver such Owned Real Estate Support Documents as Administrative Agent may request with respect to such Material Real Estate.

Section 6.17 Unrestricted Subsidiaries.

(a) Unless designated in writing to the Administrative Agent by the Borrower in accordance with clause (b) below, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries after the date hereof (whether by formation, acquisition or merger) shall be classified as a Restricted Subsidiary. On the date hereof, all Subsidiaries of the Borrower are Restricted Subsidiaries.

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(b) The Borrower may designate by prior written notice thereof to the Administrative Agent, any Restricted Subsidiary (including a newly formed or newly acquired Subsidiary) as an Unrestricted Subsidiary provided that (i) both before, and immediately after, giving effect to such designation, (A) no Default or Event of Default exists or would result from such designation, (B) the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Article 8 and (C) the representations and warranties of the Borrower and its Restricted Subsidiaries contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of such date as if made on and as of the date of such designation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects (except that any representation that is qualified by materiality shall be true and correct in all respects) as of such date); (ii) such Subsidiary is not a “restricted subsidiary” for purposes of any indenture or other agreement governing Debt of the Borrower or a Restricted Subsidiary; (iii) such designation shall be deemed to be an investment in an amount equal to the fair market value of the Borrower’s direct and indirect ownership interest in such Subsidiary and such designation shall be permitted only to the extent such Investment is permitted under Section 7.5 on the date of such designation; (iv) after giving effect to such designation, such Subsidiary is in compliance with the requirements of this Section 6.17 and (v) the Administrative Agent shall have received a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the satisfaction of the conditions and matters set forth in clauses (i)-(iv) above. Except as provided in this Section 6.17, no Subsidiary may be designated (and no Restricted Subsidiary may be redesignated) as an Unrestricted Subsidiary.

(c) The Borrower may designate by prior written notice thereof to the Administrative Agent any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (i) both before, and immediately after, giving effect to such designation, (A) no Default or Event of Default exists or would result from such designation, (B) the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Article 8 and (C) the representations and warranties of the Borrower and its Restricted Subsidiaries contained in this Agreement and each of the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of such date as if made on and as of the date of such designation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects (except that any representation that is qualified by materiality shall be true and correct in all respects) as of such date); (ii) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any investment, Debt or Liens of such Subsidiary existing at such time, and the Borrower shall be in compliance with Article 7 after giving effect to such designation; (iii) immediately after giving effect to such designation, the Borrower and such Subsidiary shall be in compliance with the requirements of Section 6.13 and this Section 6.17 and (iv) the Administrative Agent shall have received a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the satisfaction of the conditions and matters set forth in clauses

(i)-(iii) above.

(d) The Borrower will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other hand, to be conducted in such a manner (including by keeping separate books of account and furnishing separate financial statements of the Unrestricted Subsidiaries to creditors and potential creditors thereof) so that each Unrestricted Subsidiary will be treated as a corporate entity separate and distinct from the Borrower and any Restricted Subsidiary.

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(e) Except to the extent otherwise permitted by this Agreement, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, incur, assume or suffer to exist any guarantee by the Borrower or such Restricted Subsidiary of, or be or become liable for any Debt of any Unrestricted Subsidiary.

(f) The Borrower will not permit any Unrestricted Subsidiary to hold any Equity Interests or any Debt of the Borrower or any Restricted Subsidiary.

(g) No Unrestricted Subsidiary shall have any Debt other than (i) Non-Recourse Debt that is not limited in amount but for which the only obligors in respect thereof are Unrestricted Subsidiaries that were formed and are consistently operated as bankruptcy-remote entities, and (ii) other Non-Recourse Debt not to exceed, in the aggregate for all Unrestricted Subsidiaries at any one time, $5,000,000.

(h) If, at any time, any Unrestricted Subsidiary would fail to meet the requirements for an Unrestricted Subsidiary set forth in Section 6.17(d), (e), (f) or (g), it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement (and, for the avoidance of doubt, any investment, Debt and Liens of such Subsidiary existing at such time shall be deemed to be incurred by such Subsidiary as of such time and, if such investments, Debt and Liens are not permitted to be incurred as of such time under Article 7, an Event of Default shall occur).

ARTICLE 7.

NEGATIVE COVENANTS

Each Loan Party covenants and agrees that until the Obligations have been Paid in Full and no Lender has any Commitment hereunder:

Section 7.1 Debt. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, incur, create, assume, or permit to exist any Debt, except:

(a) the Obligations (other than Hedge Obligations);

(b) existing Debt described on Schedule 7.1;

(c) (i) Debt of any Loan Party incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that such Debt is incurred prior to or within 270 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Debt that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof, (ii) Purchase Money Debt, (iii) Finance Lease Obligations and (iv) any Permitted Refinancing of any of the foregoing; provided that the aggregate principal amount of any Debt incurred pursuant to this clause (c) does not exceed the greater of $12,000,000 and 2.50% of Consolidated Net Tangible Assets at any time outstanding;

(d) trade or accounts payable incurred in the ordinary course of business and not more than 90 days past due, other than Debt for borrowed money;

(e) Hedge Obligations existing or arising under Hedging Agreements permitted by Section 7.17;

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(f) Debt associated with performance bonds, warranty bonds, bid bonds, appeal bonds, surety bonds, reclamation bonds, labor bonds and completion or performance guarantees and similar obligations, in each case required by Governmental Authorities or otherwise provided in the ordinary course of business, and not for borrowed money, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

(g) (i) unsecured intercompany Debt owed by any Loan Party to another Loan Party and (ii) on and after the consummation of a Qualified IPO, unsecured intercompany Debt owed by the Borrower to Holdings in an amount not to exceed the net cash proceeds received by (but not contributed to) the Borrower from Holdings; provided that, in the case of this clause (ii), (A) the repayment by the Borrower of any such intercompany Debt shall only be permitted to the extent provided in Section 7.4(f) or (g), and (B) such Debt shall not be subject to any agreement or other undertaking in favor of Holdings that would require any payment in contravention of clause (A) preceding;

(h) Debt subordinated to the Obligations, provided that such subordination terms shall be satisfactory to the Administrative Agent in its sole discretion;

(i) Guarantees by any Loan Party of Debt of any other Loan Party not otherwise prohibited pursuant to this Section 7.1;

(j) Guarantees by any Loan Party of Debt of any Subsidiary that is not a Restricted Subsidiary or any Joint Venture, to the extent the aggregate potential amount of obligation or liability under such Guarantees, when added to the amount of any other investments in Restricted Subsidiaries and Joint Ventures under Section 7.5(e) below, does not exceed the maximum amount of permitted investments under such Section 7.5(e);

(k) endorsements of negotiable instruments for collection in the ordinary course of business;

(l) Debt owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits to any Loan Party, pursuant to reimbursement or indemnification obligations to such Person; provided that upon the incurrence of Debt with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than 60 days following such incurrence;

(m) Debt owed to any Person providing property, casualty or liability insurance to any Loan Party pursuant to reimbursement or indemnification obligations to such Person in respect of the same, in the ordinary course of business or consistent with past practice or industry practice;

(n) Debt arising from agreements of any Loan Party providing for indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets permitted hereunder;

(o) Debt consisting of insurance premium financing arrangements for insurance policies required hereunder or otherwise maintained by any Loan Party in the ordinary course of business in an aggregate principal amount not to exceed the amount of such insurance premiums;

(p) Debt (other than Debt for borrowed money) (i) in respect of guarantees of obligations to the Loan Parties’ suppliers, customers and licensees in the ordinary course of business and (ii) consisting of obligations owing by any Loan Party under any customer or supplier incentive, supply, license or similar agreements entered into in the ordinary course of business;

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(q) cash management obligations and other Debt in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts; and

(r) other Debt not to exceed the greater of $12,000,000 and 2.50% of Consolidated Net Tangible Assets in the aggregate at any time outstanding; provided that such Debt is (i) unsecured or (ii) secured only by Liens permitted under Section 7.2(t).

Section 7.2 Limitation on Liens. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, incur, create, assume, or permit to exist any Lien upon any of its Property, assets, or revenues, whether now owned or hereafter acquired, except:

(a) Liens in favor of Administrative Agent for the benefit of the Secured Parties;

(b) existing Liens disclosed on Schedule 7.2;

(c) encumbrances consisting of easements, Rights of Way, zoning restrictions, or other similar encumbrances or restrictions on the use of real Property that do not (individually or in the aggregate) materially detract from the value of the assets encumbered thereby or materially impair the ability of any Loan Party or its Restricted Subsidiaries to use or operate such assets in their respective businesses, and none of which is violated in any material respect by existing or proposed structures or land use or operation;

(d) Liens of mechanics, materialmen, warehousemen, carriers, or other similar statutory Liens securing obligations incurred in the ordinary course of business that are not yet due or which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves in accordance with GAAP have been established and for which either (i) such contest operates to suspend the enforcement of any foreclosure or levy on any Property of any Loan Party or any of its Restricted Subsidiaries or (ii) no action to enforce any of such Liens has been commenced;

(e) Liens resulting from good faith deposits to secure payments of workmen’s compensation or other social security programs (other than Liens imposed by ERISA) or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, contracts (other than for payment of Debt), or leases made in the ordinary course of business;

(f) Liens securing judgments or orders for the payment of money not constituting an Event of Default or securing appeal or other surety bonds related to such judgments;

(g) leases, licenses, subleases, or sublicenses granted to others in the ordinary course of business which do not (A) interfere in any material respect with the business of the Loan Parties, taken as a whole or (B) secure any Debt for borrowed money;

(h) Liens in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions;

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(i) any interest or title of a lessor, sublessor, licensor, or sublicensor under leases, subleases, licenses, or sublicenses entered into by any Loan Party in the ordinary course of business, and any precautionary Uniform Commercial Code financing statements filed in respect of such interest or title in the affected asset(s);

(j) Liens solely on any cash earnest money deposits made by any Loan Party in connection with any letter of intent or purchase agreement;

(k) zoning, building, entitlement, and other land use regulations by Governmental Authorities with which the normal operation of the business materially complies, and any non-contractual zoning, order, decree, restriction, condition, permit, or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that do not materially interfere with the ordinary conduct of the business of Borrower and its Subsidiaries nor materially adverse impact the value or use of real Property pledged as Collateral, taken as a whole;

(l) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; provided that, such Liens are subject to any loss payee interests in favor of the Administrative Agent;

(m) Liens on specific Property to secure Purchase Money Debt used to acquire such Property and Liens securing Finance Lease Obligations with respect to specific leased Property, in each case to the extent permitted in Section 7.1(c);

(n) extensions, renewals, or replacements of any Lien referred to in clauses (b) through (k) of this Section, provided that the principal amount of the Debt secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby;

(o) Liens on the assets or Equity Interests of any Unrestricted Subsidiary or Joint Venture;

(p) Liens arising after the Closing Date (x) existing on any asset of any Person that becomes a Restricted Subsidiary of the Borrower after the Closing Date at the time such Person becomes a Restricted Subsidiary, (y) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any of its Restricted Subsidiaries in a transaction otherwise permitted by this Agreement, or (z) existing on any asset prior to the acquisition thereof by the Borrower or any of its Restricted Subsidiaries; provided that (i) any such Lien was not created in the contemplation of any of the foregoing and (ii) any such Lien secures only those obligations which it secures on the date that such Person becomes a Restricted Subsidiary or the date of such merger or the date of such acquisition;

(q) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Restricted Subsidiaries to secure the performance of the Borrower’s or such Restricted Subsidiary’s obligations under the terms of the lease for such premises;

(r) Liens for Taxes, assessments, or other governmental charges which are not delinquent or which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves in accordance with GAAP have been established and for which such contest operates to suspend the enforcement of any foreclosure or levy on any Property of any Loan Party or any of its Restricted Subsidiaries;

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(s) pledges, deposits or Liens to secure the performance of bids, trade contracts, governmental contracts, and leases (in each case other than Debt for borrowed money), statutory or regulatory obligations, surety, stay, customs and appeal bonds, performance bonds, and other obligations of a like nature incurred in the ordinary course of business; and

(t) other Liens on Property that is not Collateral securing Debt or other obligations not to exceed the greater of $12,000,000 and 2.50% of Consolidated Net Tangible Assets in the aggregate at any time outstanding;

provided, that no intention to subordinate the Liens granted to secure the Obligations is hereby implied or expressed or is to be inferred by the permitted existence of any of the foregoing Permitted Liens.

Section 7.3 Mergers, Etc. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, become a party to a merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets of any Person or any shares or other evidence of beneficial ownership of any Person, or wind-up, dissolve, divide or liquidate, except that:

(a) any Restricted Subsidiary may merge or consolidate with Borrower so long as Borrower is the surviving entity;

(b) any Restricted Subsidiary may merge or consolidate with another Restricted Subsidiary so long as if a Restricted Subsidiary that is a Guarantor is involved in such merger or consolidation, such Guarantor is the surviving entity;

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary that is both a Wholly-Owned Subsidiary and a Restricted Subsidiary; provided that if the transferor in such transaction is a Loan Party, then the transferee must be a Loan Party; and

(d) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition permitted pursuant to Section 7.5(e)); provided that in the case of any merger involving a Wholly-Owned Subsidiary, (i) a Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Loan Parties shall comply with Section 6.13 in connection therewith.

Section 7.4 Restricted Payments. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, (i) any Restricted Payment or (ii) any repayment of principal of or interest or fees attributable to Debt owed by Borrower to Holdings, except:

(a) Borrower may make Restricted Payments with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Equity Interests);

(b) Restricted Subsidiaries may declare and pay dividends and other Restricted Payments to Borrower and any other Restricted Subsidiary of Borrower that is a Loan Party;

(c) so long as no Default or Event of Default exists or would result therefrom, Borrower may make Permitted Tax Distributions;

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(d) so long as no Default or Event of Default exists or would result therefrom, DBR REIT may make cash distributions not otherwise permitted under this Section 7.4 in an aggregate amount not to exceed $100,000 per calendar year;

(e) if no Qualified IPO is consummated prior to the date that is one (1) year following the Closing Date, then commencing on such one-year anniversary and continuing until the closing of a Qualified IPO, Borrower may, in accordance with its Constituent Documents, make Restricted Payments in cash, so long as at the time of and immediately after giving effect to any such Restricted Payment, (i) no Default or Event of Default exists or would result therefrom, (ii) the Leverage Ratio for the most recently ended Test Period for which financial statements are available (in each case calculated on a pro forma basis after giving effect to (A) such Restricted Payment and any Borrowings made in connection therewith, and (B) Material Acquisitions consummated since the end of such Test Period, but in this clause (B), only to the extent Administrative Agent has received pro forma financial statements reasonably acceptable to it demonstrating the impact of any such Material Acquisitions) is less than 2.50 to 1.00, (iii) on a pro forma basis after giving effect to any such payment, Liquidity shall be at least $25,000,000, (iv) after giving pro forma effect to such payment, the Distributable Free Cash Flow Amount shall be greater than or equal to $0, and (v) the Borrower shall have delivered a Free Cash Flow Usage Certificate executed by a Responsible Officer to the Administrative Agent not less than two (2) Business Days (or such shorter time as the Administrative Agent may agree in its sole discretion) prior to the making of such Restricted Payment;

(f) from and after the closing of a Qualified IPO, Borrower may, in accordance with its Constituent Documents, make Restricted Payments in cash and cash repayments of Debt owed to Holdings pursuant to Section 7.1(g)(ii), so long as at the time of and immediately after giving effect to any such Restricted Payment or other payment, (i) no Default or Event of Default exists or would result therefrom, (ii) the Leverage Ratio for the most recently ended Test Period for which financial statements are available (in each case calculated on a pro forma basis after giving effect to (A) such Restricted Payment or other payment and any Borrowings made in connection therewith, and (B) Material Acquisitions consummated since the end of such Test Period, but in this clause (B), only to the extent Administrative Agent has received pro forma financial statements reasonably acceptable to it demonstrating the impact of any such Material Acquisitions) is less than 3.25 to 1.00, (iii) on a pro forma basis after giving effect to any such payment, Liquidity shall be at least $10,000,000;

(g) Restricted Payments and cash repayments of Debt owed to Holdings pursuant to Section 7.1(g)(ii), in each case that are made with the proceeds of a cash common equity contribution to the Borrower or the issuance by the Borrower of Equity Interests (other than Disqualified Equity Interests) after the prior satisfaction of any mandatory prepayments required to be made with such proceeds under Section 2.8(d)(ii), provided that (i) such newly issued Equity Interests are pledged pursuant to the Pledge Agreement, (ii) such Restricted Payments or other payments are made within 30 days of Borrower’s receipt of the proceeds from such contribution or issuance of Equity Interests and (iii) no proceeds of Equity Interests constituting Cure Amounts shall be permitted to be utilized for any such Restricted Payments or other payments; and

(h) on (or within one Business Day of) the Closing Date, Borrower may, in accordance with its Constituent Documents, make a one-time cash distribution to the holders of its Equity Interests in an amount not to exceed (i) $125,000,000 minus (ii) the total amount necessary to fully extinguish all Debt under the Existing Credit Agreement (net of the cash balance in the Funds Held Account (as defined in the Existing Credit Agreement)) and obtain full releases of Liens in respect thereof.

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By its making of any payment in reliance on clauses (c) through (h) preceding, the relevant Loan Party shall be deemed to have represented to Administrative Agent and the Lenders that all conditions set forth above with respect to such payment have been satisfied.

Section 7.5 Loans and Investments. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make, hold or maintain, any advance, loan, extension of credit, or capital contribution to or investment in, Guarantee any obligations of, or purchase any stock, bonds, notes, debentures, or other securities of, any Person, or consummate any Acquisition (each, an “Investment”), except:

(a) existing Investments described on Schedule 7.5 (including investments constituting the ownership in Restricted Subsidiaries existing on the Closing Date);

(b) Permitted Investments;

(c) Investments between or among the Loan Parties; provided that in the case of non-cash Investments, to the extent any related change in ownership would impact the continuous perfection of the Administrative Agent’s lien or security interest thereon, the relevant Loan Parties shall have provided prior written notice to the Administrative Agent and taken such actions as may be reasonably requested by the Administrative Agent to ensure there is no loss of lien or security interest coverage nor priority thereof as a result of such investments;

(d) accounts receivable and extensions of trade credit arising in the ordinary course of business and consistent with past practice not more than 90 days past due, and any Equity Interests received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e) Investments in Immaterial Subsidiaries, Unrestricted Subsidiaries and Joint Ventures; provided that (i) no Event of Default shall have occurred that is continuing or would immediately result therefrom and (ii) the aggregate amount of Investments pursuant to this clause (e) shall not exceed $5,000,000 in the aggregate at any time outstanding (net of any return to a Loan Party in respect of any such Investments to the extent actually received in cash and consisting of profits, dividends, distributions or return on principal and measured at the time made without giving effect to subsequent changes in value); provided, further, that any Investment in an Immaterial Subsidiary, Unrestricted Subsidiary or Joint Venture made during the term of this Agreement pursuant to this clause (e) (including in connection with the conversion of a Restricted Subsidiary to an Unrestricted Subsidiary pursuant to Section 6.17) shall be deemed to be outstanding at any time of determination under this clause (e) notwithstanding a sale, transfer or other disposition of all or a portion of the Equity Interests or property of such Immaterial Subsidiary, Unrestricted Subsidiary or Joint Venture except to the extent, and solely to the extent, (x) such sale, transfer or other disposition is made for fair market value and (y) the proceeds of such sale, transfer or other disposition are received by the Borrower or another Loan Party;

(f) advances to employees for the payment of expenses in the ordinary course of business;

(g) Investments consisting of Hedge Agreements permitted under Section 7.16;

(h) Investments constituting Permitted Acquisitions;

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(i) to the extent constituting Investments not otherwise permitted under this Section 7.5, (i) the purchase or acquisition by Loan Parties of direct ownership interests in Rights of Way, equipment and other assets or property (but for the avoidance of doubt, not Equity Interests) in the ordinary course of business, and (ii) mutual interest agreements or other similar arrangements, in each case, in the ordinary course of business of the Borrower or any Restricted Subsidiary;

(j) Investments arising out of the receipt by the Borrower or any of its Restricted Subsidiaries of noncash consideration for the sale of assets permitted under Section 7.8;

(k) Investments received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business;

(l) Investments (other than Acquisitions) in Restricted Subsidiaries that are, or substantially contemporaneously with the making of such Investment will become, Guarantors;

(m) Investments of a Restricted Subsidiary of the Borrower acquired after the Closing Date (to the extent such acquisition was permitted) or of a corporation merged or amalgamated or consolidated into the Borrower or merged or amalgamated into or consolidated with a Restricted Subsidiary of the Borrower after the Closing Date (to the extent such merger, amalgamation or consolidation was permitted) to the extent that such investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(n) Investments (other than loans made in cash) made in the ordinary course of business (i) constituting deposits, prepayments or other credits or credit support to third-party customers, vendors, suppliers or other providers of goods or services or (ii) in the form of advances or other credit support made to third-party customers, distributors, vendors, suppliers, licensors, licensees or other providers of goods or services, in each case connection with such third parties’ acquisition or provision of such goods or services from or to the Loan Parties;

(o) Guarantees permitted by Section 7.1;

(p) Investments that are made with Excluded Contribution Assets within thirty (30) days after the date such assets were designated as such; and

(q) other Investments which in the aggregate do not exceed the greater of $12,000,000 and 2.50% of Consolidated Net Tangible Assets at any time outstanding.

Notwithstanding the foregoing, no Investment (other than an Investment pursuant to clauses (e) or (o) above) may be made in an Unrestricted Subsidiary, an Immaterial Subsidiary or a Joint Venture.

Section 7.6 Limitation on Issuance of Equity. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, issue, sell, assign, or otherwise Dispose of (a) (i) any Equity Interests in the Borrower or DBRI, (ii) any securities exchangeable for or convertible into or carrying any rights to acquire any Equity Interests in the Borrower or DBRI, or (iii) any option, warrant, or other right to acquire any Equity Interests in the Borrower or DBRI, to the extent that any such action under this clause (a) would (A) cause or result in a Change in Control or (B) reduce the relative economic interest or voting power with respect to an entity from that pledged as Collateral to the Administrative Agent on the Closing Date (or if later, the first date on which the relevant Equity Interests are pledged to the Administrative Agent), or (b) any Disqualified Equity Interests; provided that, substantially contemporaneously with any permitted issuance or Disposition of Equity Interests by any Loan Party, the Borrower shall satisfy any mandatory prepayment obligation resulting therefrom in accordance with Section 2.8(d)(i) or (ii), as applicable.

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Section 7.7 Transactions With Affiliates. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction, including, without limitation, the purchase, sale, or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate of any Loan Party or such Restricted Subsidiary (including, for avoidance of doubt, any Unrestricted Subsidiary), except:

(a) transactions on terms and conditions that are (i) not less favorable to such Loan Party or such Restricted Subsidiary that could be obtained on an arm’s length basis from unrelated third parties or (ii) fair to the Loan Parties as determined by Borrower in good faith; provided that, in the case of this clause (ii) in connection with an Acquisition or Disposition (or series of related Acquisitions or Dispositions) for consideration in excess of $50,000,000, Borrower shall, unless waived by Administrative Agent, deliver to Administrative Agent a letter addressed to Borrower from an accounting, appraisal or investment banking firm, in each case of nationally-recognized standing that is in the good faith determination of Borrower qualified to render such letter, which letter states that such transaction is (x) fair, from a financial point of view, to Borrower or such Loan Party or (y) on terms, taken as a whole, that are no less favorable to Borrower or such Loan Party, as applicable, than would be obtained in a comparable arm’s length transaction with a person that is not an Affiliate;

(b) transactions solely among Loan Parties;

(c) investments consisting of capital contributions to Immaterial Subsidiaries, Unrestricted Subsidiaries and Joint Ventures to the extent permitted by Section 7.5;

(d) transactions in accordance with the terms of the agreements described on Schedule 5.28, as they may be amended in accordance with Section 7.15;

(e) the issuance or incurrence of intercompany Debt permitted under Section 7.1(g);

(f) Restricted Payments permitted by Section 7.4;

(g) transactions reasonably attributable or related to the ownership or operations of the Loan Parties, including its general corporate operating and overhead costs and expenses incurred in the ordinary course of business and administrative or operational services;

(h) investments permitted under Sections 7.5(e), (l) and (o); and

(i) standard and customary indemnities provided to or on behalf of, future, current or former directors, officers, employees, consultants, managers or members of the Borrower or, solely to the extent relating to the business or operations of the Borrower or any of its Subsidiaries or their respective assets, of any direct or indirect parent entity of the Borrower.

Section 7.8 Disposition of Assets. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly make any Disposition, except:

(a) Dispositions of inventory in the ordinary course of business;

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(b) Dispositions, for fair value, of worn-out or obsolete equipment or other assets not necessary or otherwise useful to the conduct of the Loan Parties’ business;

(c) Dispositions from any Loan Party or any of its Restricted Subsidiaries to Borrower or any other Loan Party;

(d) Dispositions of Permitted Investments, cash and Cash Equivalents in connection with any transaction not prohibited under this Agreement;

(e) the write-off, discount, sale or other Disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction;

(f) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of the Loan Parties and their Restricted Subsidiaries;

(g) the abandonment or Disposition of intellectual property rights that are no longer used or useful in the business of the Loan Parties and their Restricted Subsidiaries;

(h) to the extent constituting Dispositions, Permitted Liens permitted under Section 7.2, Restricted Payments permitted under Section 7.4 or investments permitted under Section 7.5;

(i) the disposition, termination or unwinding of any Hedge Agreement;

(j) (i) termination of leases in the ordinary course of business and (ii) the expiration of any option agreement in respect of real or personal property;

(k) Dispositions of (i) DBR Solar and/or Pecos Renewables solely to the extent that Investments made into such entities following the Closing Date do not exceed $2,500,000 in the aggregate, and (ii) Unrestricted Subsidiaries, Immaterial Subsidiaries or Joint Ventures; and

(l) Dispositions not otherwise permitted under this Section 7.8; provided that:

(i) no Default shall have occurred and be continuing or would result therefrom, both before and after giving effect thereto;

(ii) 100% of the consideration received in respect to any such Disposition shall be cash; provided that any Debt of a Loan Party that is assumed, incurred or guaranteed by the purchaser in connection with assets to be Disposed and as to which the relevant Loan Party shall be wholly released from or indemnified with respect to any remaining obligation shall be considered cash;

(iii) the consideration received shall be equal to or greater than the fair market value thereof (as reasonably determined by a Responsible Officer of Borrower and if requested by Administrative Agent, Borrower shall deliver a certificate of a Responsible Officer of Borrower certifying to that effect); and

(iv) the aggregate fair market value (as reasonably determined by Borrower in good faith) of all Property Disposed of pursuant to this clause (j) in any twelve-month period shall not exceed the greater of $12,000,000 and 10% of EBITDA for the most recently ended Test Period;

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provided that in the case of any Disposition permitted under clause (i) or (l) of this Section 7.8, Borrower shall make the mandatory prepayment of Term Loans to the extent required pursuant to Section 2.8(d).

Section 7.9 Sale and Leaseback. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any arrangement with any Person pursuant to which it leases from such Person real or personal Property that has been or is to be sold or transferred, directly or indirectly, by it to such Person.

Section 7.10 Nature of Business. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, engage in any business other than land and resource management or businesses reasonably related thereto. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, make any material change in its credit collection policies if such change would materially impair the collectability of any Account, nor will it rescind, cancel or modify any Account except in the ordinary course of business.

Section 7.11 Environmental Protection. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly (a) use (or permit any tenant to use) any of their respective Properties or assets for the handling, processing, storage, transportation, or disposal of any Hazardous Material in violation of, or in a manner or to a location that could give rise to liability under, any applicable Environmental Laws, (b) generate any Hazardous Material in violation of any applicable Environmental Laws, (c) conduct any activity that is likely to cause a Release or threatened Release of any Hazardous Material in violation of any applicable Environmental Laws, or (d) otherwise conduct any activity or use any of their respective Properties or assets in any manner that is likely to violate any Environmental Law or create any Environmental Liabilities for which any Loan Party or any of its Restricted Subsidiaries would be responsible, in each case, to the extent any of the foregoing could reasonably be expected to have a Material Adverse Effect.

Section 7.12 Accounting. No Loan Party shall, nor shall it permit any of its Subsidiaries to, change its fiscal year or make any change (a) in accounting treatment or reporting practices, except as required by GAAP and disclosed to Administrative Agent and Lenders, or (b) in Tax reporting treatment, except as required by Law and disclosed to Administrative Agent and Lenders.

Section 7.13 Burdensome Agreements. Each Loan Party shall not, and shall not permit any of its Restricted Subsidiaries or any other Loan Party to, enter into or permit to exist any arrangement or agreement, other than pursuant to this Agreement or any other Loan Document, which (a) directly or indirectly prohibits Borrower, any of its Restricted Subsidiaries or any other Loan Party from creating or incurring a Lien in favor of the Administrative Agent or the Secured Parties in respect of the Obligations on any of its Property, revenues, or assets, whether now owned or hereafter acquired, (b) directly or indirectly prohibits any of its Restricted Subsidiaries or any other Loan Party to make any payments, directly or indirectly, to any other Loan Party by way of dividends, distributions, advances, repayments of loans, repayments of expenses, accruals, or otherwise or (c) in any way would be contravened by such Person’s performance of its obligations hereunder or under the other Loan Documents; provided that the foregoing shall not apply to (i) restrictions or conditions imposed by non-variable provision of applicable Law or by this Agreement or any other Loan Document, (ii) restrictions or conditions imposed by any agreement relating to secured Debt permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing or financed by such Debt, and such assets are not Collateral, (iii) customary provisions in leases or other written agreements entered into the ordinary course of business or in connection with investments permitted under Section 7.5(e) or (m) restricting the assignment, subletting or other Disposition thereof (so long as the provisions are consistent with past practice, not agreed

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to by a Loan Party for the purposes of excluding such written agreement from the Liens or security interests granted under any Security Document, and do not prevent the pledge of any payment rights of the relevant Loan Party to the Administrative Agent), and (iv) restrictions or conditions that arise in connection with cash deposits permitted under Sections 7.1 and 7.2 and limited to such cash deposit.

Section 7.14 Subsidiaries. Neither Borrower nor any other Loan Party shall, directly or indirectly, form or acquire any Subsidiary unless (a) such Subsidiary is a Wholly-Owned Domestic Subsidiary and (b) Borrower or such other Loan Party complies with the requirements of Section 6.13 with respect to such Subsidiary and its Equity Interests.

Section 7.15 Amendments of Certain Documents. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, amend, restate, supplement or otherwise modify any of the terms or provisions of, or waive any of its rights under, (a) their respective Constituent Documents, or (b) any Material Agreement, in each case, in a manner materially adverse to the interest of the Lenders, without the prior written consent of Administrative Agent.

Section 7.16 Hedge Agreements. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any Hedge Agreement, except (a) Hedge Agreements entered into in the ordinary course of business to hedge or mitigate risks (including any commodity price risk) to which such Loan Party or any Restricted Subsidiary thereof has actual exposure in the conduct of its business and not for speculative purposes, and (b) other Hedge Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any Debt of such Loan Party or any of its Restricted Subsidiaries limited to the principal amount of such Debt.

Section 7.17 Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws. No Loan Party will, directly or indirectly, use the proceeds of the Loans or Letters of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of the FCPA or any other applicable Anti-Corruption Law, or (b) (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans or Letters of Credit, whether as Administrative Agent, Arranger, Lender, underwriter, advisor, investor, or otherwise).

Section 7.18 Prepayment of Debt. During the continuation of an Event of Default, no Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make any optional or voluntary payment, prepayment, repurchase or redemption of any Debt for borrowed money, except the Obligations under the Loan Documents, provided that any optional or voluntary payment, prepayment, repurchase or redemption of any subordinated Debt permitted to be incurred pursuant to Section 7.1(h) shall be permitted to made if and to the extent expressly provided in the related subordination agreement between the Administrative Agent and the subordinated creditor(s).

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ARTICLE 8.

FINANCIAL COVENANTS

Borrower covenants and agrees that until the Obligations have been Paid in Full and no Lender has any Commitment hereunder:

Section 8.1 Leverage Ratio. Borrower shall not permit the Leverage Ratio as of the last day of any fiscal quarter of Borrower commencing with the quarter ending June 30, 2023 to be greater than (i) 3.50 to 1.00, for any Test Period ending prior to the consummation of a Qualified IPO, or (ii) 4.00 to 1.00, for any Test Period ending on or after the date a Qualified IPO is consummated; provided, that if Borrower consummates one or more Qualified Acquisitions, then the applicable maximum permitted ratio for the fiscal quarter in which such Qualified Acquisition closes and the immediately following two fiscal quarters shall, at Borrower’s election (which shall be specified in the Compliance Certificate for the relevant fiscal quarter), be increased by 0.50 (but except as provided in the last sentence of this Section 8.1, in no event in excess of 0.50 in total, regardless of the total number of Qualified Acquisitions consummated during any relevant period) (any such increase for a two-quarter period being a “Leverage Step-Up”), subject to the limitations that (a) the Borrower shall not be permitted to utilize the Leverage Step-Up mechanism in two consecutive quarters (such second quarter, the “Back to Back Quarter”) unless the Borrower shall be in pro forma compliance with the base level Leverage Ratio (i.e., calculated without any Leverage Step-Up) prior to the commencement date of such Back to Back Quarter (and after giving effect to the consummation of the Qualified Acquisition), and (b) no more than three (3) Leverage Step-Ups shall be permitted in total over the term of this Agreement (it being understood that the Leverage Step-Ups effected in connection with the Qualified Acquisitions being consummated on or about the First Amendment Effective Date as provided in the last sentence of this Section 8.1 shall be disregarded for purposes of calculating the limitations set forth in this clause (b)). Notwithstanding the foregoing, (A) with respect to the fiscal quarter in which the Qualified Acquisitions being consummated on or about the First Amendment Effective Date are consummated, Borrower shall be entitled to elect a Leverage Step-Up of 0.75 (i.e., total maximum ratio of 4.25 to 1.00 or, on and after a Qualified IPO, 4.75 to 1.00) and (B) with respect to the two fiscal quarters immediately following such fiscal quarter (provided Borrower has affirmatively elected to exercise its Leverage Step-Up therefor), Borrower shall be entitled to a Leverage Step-Up of 0.50 (i.e., total maximum ratio of 4.00 to 1.00 or, on and after a Qualified IPO, 4.50 to 1.00).

Section 8.2 Interest Coverage Ratio. As of the last day of any fiscal quarter of Borrower ending on or after the date a Qualified IPO is consummated, Borrower shall not permit the ratio of (a) EBITDA for the Test Period ending on such last day, to (b) Cash Interest Expense for the same Test Period, in each case for Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP, to be less than 2.75 to 1.00. For avoidance of doubt, no Interest Coverage Ratio test shall apply prior to the consummation of a Qualified IPO.

Section 8.3 Debt Service Coverage Ratio. As of the last day of any fiscal quarter of Borrower commencing with the quarter ending June 30, 2023, but prior to the date (if any) on which a Qualified IPO is consummated, Borrower shall not permit the ratio of (a) EBITDA for the Test Period ending on such last day, to (b) Debt Service for the same Test Period, in each case for Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP, to be less than 1.25 to 1.00. For avoidance of doubt, no Debt Service Coverage Ratio test shall apply following the consummation of a Qualified IPO.

ARTICLE 9.

DEFAULT

Section 9.1 Events of Default. Each of the following shall be deemed an “Event of Default”:

(a) Borrower shall fail to pay the Obligations under the Loan Documents or any part thereof shall not be paid when due or declared due and, other than with respect to payments of principal, such failure shall continue unremedied for three (3) days after such payment became due;

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(b) Any Loan Party shall breach any provision of Sections 6.1(g), 6.2 (solely with respect to the Loan Parties’ legal existence), 6.6(a), 6.13, 6.15 or Article 7 or Article 8 of this Agreement or Holdings shall breach any provision of any Loan Document pertaining to Section 7.1(g) or Section 7.4(f) or (g) of this Agreement;

(c) Any representation or warranty made or deemed made by or on behalf of any Loan Party in any Loan Document or in any certificate, report, notice, or financial statement furnished at any time in connection with this Agreement or any other Loan Document shall be false, misleading, or erroneous in any material respect (without duplication of any materiality qualifier contained therein) when made or deemed to have been made;

(d) Any Loan Party or any Restricted Subsidiary of any Loan Party shall fail to perform, observe, or comply with any covenant, agreement, or term contained in this Agreement or any other Loan Document (other than as covered by Sections 9.1(a) and (b)), and such failure continues for more than thirty (30) days following the earlier of (x) notice of such failure from Administrative Agent to Borrower and (y) the date a Responsible Officer of Borrower first knows of such failure;

(e) Any Loan Party or any Restricted Subsidiary of any Loan Party shall commence a voluntary proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or a substantial part of its Property or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it or shall make a general assignment for the benefit of creditors or shall generally fail to pay its debts as they become due or shall take any corporate action to authorize any of the foregoing;

(f) An involuntary proceeding shall be commenced against any Loan Party or any Restricted Subsidiary of any Loan Party seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or a substantial part of its Property, and such involuntary proceeding shall remain undismissed and unstayed for a period of sixty (60) days;

(g) Any Loan Party or any Restricted Subsidiary of any Loan Party shall fail to pay when due any principal of or interest on any Material Debt (other than the Obligations under the Loan Documents), or the maturity of any such Material Debt shall have been accelerated, or any such Material Debt shall have been required to be prepaid, repurchased, defeased or redeemed prior to the stated maturity thereof or any cash collateral in respect thereof to be demanded, or any event shall have occurred that permits (or, with the giving of notice or lapse of time or both, after any applicable cure periods, would permit) any holder or holders of such Material Debt or any Person acting on behalf of such holder or holders to accelerate the maturity thereof or require any such prepayment, repurchase, defeasance or redemption or any cash collateral in respect thereof to be demanded;

(h) There shall occur an Early Termination Date (as defined in a Hedge Agreement) under any Hedge Agreement to which any Loan Party or Restricted Subsidiary of a Loan Party is a party resulting from (1) any event of default under such Hedge Agreement to which any Loan Party or any Restricted Subsidiary of any Loan Party is the Defaulting Party (as defined in such Hedge Agreement), or (2) any Termination Event (as so defined) under such Hedge Agreement as to which any Loan Party or any Restricted Subsidiary of any Loan Party is an Affected Party (as so defined) and, in either event, the Hedge Termination Value, if any, owed by any Loan Party or any Restricted Subsidiary of any Loan Party as a result thereof exceeds $2,500,000;

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(i) This Agreement or any other Loan Document shall cease to be in full force and effect or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by any Loan Party or any Restricted Subsidiary of any Loan Party or any of their respective equity holders, or Borrower or any other Loan Party shall deny that it has any further liability or obligation under any of the Loan Documents, or any Lien created by the Loan Documents shall for any reason cease to be a valid, first priority perfected Lien (subject to Permitted Liens that have priority over the Liens in favor of the Administrative Agent under applicable Law or that are expressly permitted to have priority over such Liens pursuant to the terms of the Loan Documents) upon any of the Collateral purported to be covered thereby;

(j) Any of the following events shall occur or exist with respect to any Loan Party or any ERISA Affiliate: (i) any ERISA Event occurs with respect to a Plan or Multiemployer Plan, or (ii) any Prohibited Transaction involving any Plan or Multiemployer Plan; and in each case above, such event or condition, together with all other events or conditions, if any, have subjected or could in the reasonable opinion of Administrative Agent subject any Loan Party or any ERISA Affiliate to any Tax, penalty, or other liability to a Plan, a Multiemployer Plan, the PBGC, the IRS, the U. S. Department of Labor, or otherwise (or any combination thereof) which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect;

(k) A Change in Control shall occur;

(l) Any Loan Party or any Restricted Subsidiary of any Loan Party, or any material portion of their Properties, revenues, or assets, shall become subject to an order of forfeiture, seizure, or divestiture (whether under RICO or otherwise) and the same shall not have been discharged within thirty (30) days from the date of entry thereof;

(m) Any Loan Party or any Restricted Subsidiary of any Loan Party shall fail to discharge within a period of sixty (60) days after the commencement thereof any attachment, sequestration, or similar proceeding or proceedings involving an aggregate amount in excess of $5,000,000 against any of its assets or Properties; or

(n) A final judgment or judgments for the payment of money in excess of $5,000,000 in the aggregate shall be rendered by a court or courts against any Loan Party or any Restricted Subsidiary of any Loan Party and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within thirty (30) days from the date of entry thereof and such Loan Party or such Restricted Subsidiary of such Loan Party shall not, within such period of thirty (30) days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.

Section 9.2 Remedies Upon Default. If any Event of Default shall occur and is continuing, then Administrative Agent may, with the consent of the Required Lenders, or shall, at the direction of the Required Lenders, without notice do any or all of the following: (a) terminate the Commitments of the Lenders (except for funding obligations of outstanding Letters of Credit), (b) terminate the obligations of L/C Issuer to make L/C Credit Extensions, (c) require that Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto), and/or (d) declare the Obligations (other than the Obligations arising out of Bank Product Agreements) or any part thereof to be immediately due and payable, and the same shall thereupon become immediately due and payable, without

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notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower and each other Loan Party; provided, however, that upon the occurrence of an Event of Default under Section 9.1(e) or (f), the Commitments of the Lenders shall automatically terminate (except for funding obligations of outstanding Letters of Credit), the obligations of L/C Issuer to make L/C Credit Extensions shall automatically terminate, the obligation of Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, and the Obligations (other than the Obligations arising out of Bank Product Agreements) shall become immediately due and payable, in each case without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower and each other Loan Party. In addition to the foregoing, if any Event of Default shall occur and is continuing, Administrative Agent may, with the consent of the Required Lenders, or shall, at the direction of the Required Lenders, exercise all rights and remedies available to it, Lenders and L/C Issuer in law or in equity, under the Loan Documents, or otherwise.

Section 9.3 Application of Funds. After, or in connection with, the exercise of remedies provided for in Section 9.2 (or if an Event of Default exists and the written notice thereof, if any, to Borrower from Administrative Agent expressly provides that this Section 9.3 shall thereafter apply to any amounts received on account of the Obligations or after the Loans have automatically become immediately due and payable), any amounts received on account of the Obligations shall be applied by Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent) payable to Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, and Letter of Credit Fees) payable to Lenders and L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and L/C Issuer) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among Lenders and L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings and constituting unpaid Bank Product Obligations, ratably among Lenders and Bank Product Providers in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to Administrative Agent for the account of L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by Borrower pursuant to Sections 2.2 and 2.6;

Sixth, to payment of that remaining portion of the Obligations, ratably among the Lenders and Bank Product Providers in proportion to the respective amounts described in this clause Sixth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Borrower or as otherwise required by Law.

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Notwithstanding anything to the contrary herein or in any other Loan Document, no amount received from any Loan Party shall be applied to any Excluded Swap Obligation of such Loan Party, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve allocation to Obligations otherwise set forth in this Section.

Further notwithstanding, Bank Product Obligations shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with supporting documentation as Administrative Agent may request from the applicable Bank Product Provider, provided that no such notice shall be required for any Bank Product Agreement for which Administrative Agent or any Affiliate of Administrative Agent is the applicable Bank Product Provider. Each Bank Product Provider that is not a party to this Agreement that has given notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of Article 10 hereof for itself and its Affiliates as if a “Lender” party hereto.

Section 9.4 Right to Cure. Notwithstanding anything to the contrary contained in Sections 9.1 or 9.2, in the event that Borrower fails to comply with the requirements of the Financial Covenants as of the last day of any fiscal quarter of Borrower, at any time after the beginning of such fiscal quarter until the expiration of the 10th Business Day following the date on which the financial statements with respect to such fiscal quarter are required to be delivered pursuant to Section 6.1(b) (“Cure Period”), Borrower or any other Person that is a direct or indirect parent of Borrower shall have the right to issue common Equity Interests for cash or otherwise receive cash contributions to the capital of Borrower as cash common Equity Interests (collectively, the “Cure Right”), and upon the receipt by Borrower of the Net Cash Proceeds of such issuance that are not otherwise applied (the “Cure Amount”), pursuant to the exercise by Borrower of such Cure Right such Financial Covenants shall be recalculated giving effect to the following pro forma adjustment:

(a) EBITDA (after giving effect to any annualization thereof) shall be increased with respect to such applicable fiscal quarter and any Test Period that contains such fiscal quarter, solely for the purpose of measuring the Financial Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;

(b) if, after giving effect to the foregoing pro forma adjustment, Borrower shall then be in compliance with the requirements of the Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenants that had occurred shall be deemed cured for the purposes of this Agreement;

(c) notwithstanding anything herein to the contrary, (i) in each four (4) consecutive fiscal quarter period of Borrower there shall be at least two (2) fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right may not be exercised in consecutive fiscal quarters, (iii) during the term of this Agreement, the Cure Right shall not be exercised more than four (4) times, (iv) the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenants, and any amounts in excess thereof shall not be deemed to be a Cure Amount (except that not more than one (1) time during the term of this Agreement, the Cure Amount may be made in an amount up to 120% of the amount required for purposes of complying with the Financial Covenants), (v) there shall be no pro forma reduction in Debt with the proceeds of any Cure Amount and (vi) if increasing EBITDA, the Cure Amount shall be included in the calculation only after calculating EBITDA on an annualized basis without giving effect to such increase (i.e., the Cure Amount shall not be annualized). Notwithstanding any other provision in this Agreement to the contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded for purposes of determining the satisfaction of any Default or Event of Default condition, any financial ratio-based conditions or tests, pricing or any available basket under Article 7 of this Agreement; and

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(d) to the extent that the proceeds of the Cure Amount are used to repay Debt, such Debt shall not be deemed to have been repaid for purposes of calculating any Financial Covenant for the Test Period ending on (and including) the last day of the fiscal reporting period for which Borrower is requesting to cure a Financial Covenant Event of Default.

Unless (A) the Borrower or any other Loan Party has stated in writing that it does not intend to exercise the Cure Right or (B) the Event of Default is precluded from being cured pursuant to this Section 9.4 because of clause (c) above, neither the Administrative Agent nor any Lender shall exercise any remedy under the Loan Documents (including application of the Default Interest Rate) on the basis of an Event of Default caused solely by the failure of the Loan Parties to comply with Article 8 until the end of the Cure Period. During any Cure Period (unless and until the Event of Default is cured pursuant to this Section 9.4), the Borrower shall not request, and the Lenders shall not be required to make and the L/C Issuer shall not be required to issue, renew or extend, as applicable, (i) any Loans or any Letters of Credit or (ii) any conversions from Base Rate Loans into Term SOFR Loans or continuations of Term SOFR Loans (which shall automatically convert into Base Rate Loans at the end of the applicable Interest Period).

Section 9.5 Performance by Administrative Agent. If any Loan Party shall fail to perform any covenant or agreement contained in any of the Loan Documents, then Administrative Agent may (but shall have no obligation to) perform or attempt to perform such covenant or agreement on behalf of such Loan Party. In such event, Borrower shall, at the request of Administrative Agent, promptly pay to Administrative Agent any amount expended by Administrative Agent in connection with such performance or attempted performance, together with interest thereon at the Default Interest Rate from and including the date of such expenditure to but excluding the date such expenditure is paid in full. Notwithstanding the foregoing, it is expressly agreed that Administrative Agent shall not have any liability or responsibility for the performance of any covenant, agreement, or other obligation of Borrower or any other Loan Party under this Agreement or any other Loan Document.

ARTICLE 10.

AGENCY

Section 10.1 Appointment and Authority.

(a) Each Lender (in its capacity as a Lender and in its capacity as a Bank Product Provider or a potential Bank Product Provider), including each person that becomes a Lender hereunder after the Closing Date, and L/C Issuer hereby irrevocably appoints Texas Capital Bank to act on its behalf as Administrative Agent hereunder and under the other Loan Documents and irrevocably authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article 10 are solely for the benefit of Administrative Agent, Lenders, and L/C Issuer, and neither Borrower nor any other Loan Party shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

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(b) Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including, for itself and its Affiliates, in their capacities as potential Bank Product Providers) and L/C Issuer hereby irrevocably appoints and authorizes Administrative Agent to act as the agent of such Lender and L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of Administrative Agent, shall be entitled to the benefits of all provisions of this Article 10 and Article 11 (including Section 11.1(b), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

(c) Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the guarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions of this Article 10.

Section 10.2 Rights as a Lender. The Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, Borrower or any other Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not Administrative Agent hereunder and without any duty to account therefor to Lenders or to provide notice to or obtain the consent of the Lenders with respect thereto.

Section 10.3 Exculpatory Provisions.

(a) Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, Administrative Agent:

(i) shall not be subject to any agency, trust, fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of Lenders as shall be expressly provided for herein or in the other Loan Documents) or is required to exercise as directed in writing by any other party to any intercreditor agreement, as applicable; provided that Administrative Agent shall not be required to take any action that, in its opinion or upon the advice of its counsel, may expose Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law;

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(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any other Loan Party or any of their respective Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity;

(iv) shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document unless it shall first be indemnified to its satisfaction by Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action; and

(v) does not warrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “Term SOFR”, “Adjusted Term SOFR” or with respect to any Benchmark Replacement or other rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate.

(b) Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.2 and 10.9), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. SUCH LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER THE LIABILITY ARISES FROM THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF ADMINISTRATIVE AGENT. Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to Administrative Agent in writing by Borrower or any other Loan Party, a Lender, or L/C Issuer.

(c) Neither Administrative Agent nor any Related Party thereof shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Administrative Agent.

Section 10.4 Reliance by Administrative Agent. Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person, including any certificate delivered by a Loan Party pursuant to Section 10.9(a). Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Credit Extension, that by its terms must be fulfilled to the satisfaction of a Lender or L/C Issuer, Administrative Agent may presume that such condition is satisfactory to such Lender or L/C Issuer unless Administrative Agent shall have

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received notice to the contrary from such Lender prior to the making of such Credit Extension. Administrative Agent may consult with legal counsel (who may be counsel for Borrower or any other Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 10.5 Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by Administrative Agent. Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article 10 shall apply to any such sub agent and to the Related Parties of Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as Administrative Agent. Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub agents.

Section 10.6 Resignation of Administrative Agent.

(a) Administrative Agent may at any time give notice of its resignation to Lenders, L/C Issuer and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of Lenders and L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. After the Resignation Effective Date, the provisions of this Article 10 relating to or indemnifying or releasing Administrative Agent shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

(b) With effect from the Resignation Effective Date (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by Administrative Agent on behalf of Secured Parties under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity, fee or expense payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender or L/C Issuer, as applicable, directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After

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the retiring Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article 10, Section 11.1, and Section 11.2 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

(c) Any resignation by Texas Capital Bank as Administrative Agent pursuant to this Section 10.6 shall also constitute its resignation as L/C Issuer unless the notice thereof otherwise provides. If Texas Capital Bank resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require Revolving Credit Lenders to make Revolving Credit Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.2(c). Upon the appointment by Borrower of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Texas Capital Bank to effectively assume the obligations of Texas Capital Bank with respect to such Letters of Credit.

Section 10.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and L/C Issuer expressly acknowledges that neither Administrative Agent nor L/C Issuer, the Arranger, any other Lender nor any Related Party thereto has made any representation or warranty to such Person and that no act by Administrative Agent, L/C Issuer, the Arranger or any other Lender hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of Borrower or any other Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by Administrative Agent, L/C Issuer, the Arranger or any Lender to any other Lender as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender and L/C Issuer acknowledges that it has, independently and without reliance upon Administrative Agent, L/C Issuer, the Arranger or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender and L/C Issuer also acknowledges that it will, independently and without reliance upon Administrative Agent, L/C Issuer, the Arranger or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to L/C Issuer or the Lenders by Administrative Agent hereunder, Administrative Agent shall not have any duty or responsibility to provide L/C Issuer or any Lender with any credit or other information concerning the business, operations, Property, condition (financial or otherwise), or creditworthiness of Borrower or any other Loan Party or the value of the Collateral or other Properties of Borrower or any other Loan Party or any other Person which may come into the possession of Administrative Agent or any of its Related Parties. Each Lender and L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility

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and certain other facilities set forth herein and (ii) it is engaged in making, acquiring or holding commercial loans, issuing or participating in letters of credit or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender or L/C Issuer for the purpose of making, acquiring or holding commercial loans, issuing or participating in letters of credit and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and L/C Issuer agrees not to assert a claim in contravention of the foregoing. Each Lender and L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire or hold commercial loans, issue or participate in letters of credit and to provide other facilities set forth herein, as may be applicable to such Lender or L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans, issue or participate in letters of credit or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans, issue or participate in letters of credit or providing such other facilities.

Section 10.8 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on Borrower or any other Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations under the Loan Documents that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders, L/C Issuer, and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders, L/C Issuer, and Administrative Agent and their respective agents and counsel and all other amounts due Lenders, L/C Issuer, and Administrative Agent under Section 11.1 or Section 11.2) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other Property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and L/C Issuer to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to Lenders and L/C Issuer, as applicable, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Section 11.1 or Section 11.2.

Section 10.9 Collateral and Guaranty Matters.

(a) The Secured Parties irrevocably authorize Administrative Agent, at its option and in its discretion:

(i) to release any Lien on any Property granted to or held by Administrative Agent under any Loan Document (A) upon Payment in Full, (B) that is Disposed of or to be Disposed of as part of or in connection with any Disposition permitted under the Loan Documents, or (C) if approved, authorized or ratified in writing by the Required Lenders or all Lenders, as applicable, under Section 11.10;

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(ii) to subordinate any Lien on any Property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such Property that is permitted by Section 7.2 or if approved, authorized or ratified in writing by the Administrative Agent and the Required Lenders in connection with a debtor-in-possession financing provided to Borrower or any Loan Party;

(iii) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents; and

(iv) to take any other action with respect to the Collateral that is permitted or required under any intercreditor agreement.

Upon request by Administrative Agent at any time, the Required Lenders will confirm in writing Administrative Agent’s authority to release or subordinate its interest in particular types or items of Property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.9. Upon the occurrence of any of the events specified in Section 10.9(a)(i)(A), (B) or (C) or Section 10.9(a)(iii), at Borrower’s sole cost and expense, Administrative Agent shall execute and deliver to Borrower such documentation as Borrower may reasonably request in writing to release the applicable Collateral from the Liens created by the Loan Documents and/or release the applicable Guarantor from its obligations under its Guaranty, as the case may be. In connection with any such request by Borrower, Administrative Agent may request, and if requested by Administrative Agent, Borrower shall deliver a written certificate of a Responsible Officer of Borrower certifying that the applicable transaction is permitted under the Loan Documents (and Administrative Agent may rely conclusively on any such certificate without further inquiry and shall have no liability to any Secured Party for any inaccuracy or misrepresentation contained therein).

(b) Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall Administrative Agent be responsible or liable to Lenders for any failure to monitor or maintain any portion of the Collateral.

Section 10.10 Bank Product Agreements. No Bank Product Provider who obtains the benefits of Section 9.3, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Security Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article 10 to the contrary, Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Bank Product Obligations unless Administrative Agent has received written notice of such Bank Product Obligations, together with such supporting documentation as Administrative Agent may request, from the applicable Bank Product Provider. Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Bank Product Obligations arising under Bank Product Agreements upon termination of all Commitments and payment in full of all Obligations under the Loan Documents (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and L/C Issuer shall have been made).

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Section 10.11 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, Administrative Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of subsections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent, the Arranger or any other arranger of this Agreement or any amendment thereto, or any of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

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(c) The Administrative Agent and the Arranger hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Section 10.12 Credit Bidding. The Secured Parties hereby irrevocably authorize Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof, shall be governed, directly or indirectly, by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 11.10 of this Agreement), (iii) Administrative Agent shall be authorized to assign the relevant Obligations of the Secured Parties to be credit bid to any such acquisition vehicle on a pro rata basis, as a result of which each of the Secured Parties shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such Obligations and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

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Section 10.13 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arranger or the syndication agents, documentation agents, co-agents, bookrunners or title agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as Administrative Agent, a Lender or a L/C Issuer hereunder.

Section 10.14 Flood Laws. Each Lender and each participant is responsible for assuring its own compliance with any applicable Flood Insurance Regulations and Administrative Agent shall have no responsibility therefor.

Section 10.15 Erroneous Payments.

(a) If the Administrative Agent notifies a Lender, L/C Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or Secured Party (any such Lender, L/C Issuer, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, L/C Issuer, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within ten (10) Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, L/C Issuer or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender, L/C Issuer or Secured Party, or any Person who has received funds on behalf of a Lender, L/C Issuer or Secured Party, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, L/C Issuer or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case.

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(i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender, L/C Issuer or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 10.15(b).

(c) Each Lender, L/C Issuer or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender, L/C Issuer or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, L/C Issuer or Secured Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or L/C Issuer that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or L/C Issuer at any time, (i) such Lender or L/C Issuer shall be deemed to have assigned its Loans (but not its Commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment, and such Lender or L/C Issuer shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or L/C Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning L/C Issuer shall cease to be a Lender or L/C Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning L/C Issuer and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or L/C Issuer shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or L/C Issuer (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or L/C Issuer and such Commitments shall remain available in accordance with the terms of this

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Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender, L/C Issuer or Secured Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations, agreements and waivers under this Section 10.15 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

ARTICLE 11.

MISCELLANEOUS

Section 11.1 Expenses.

(a) Borrower and each of the other Loan Parties hereby, jointly and severally, agrees to pay on demand: (i) all reasonable and documented (in summary form) costs and expenses of Administrative Agent, the Arranger, L/C Issuer, and their Related Parties in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents and any and all amendments, modifications, renewals, extensions, supplements, waivers, consents and ratifications thereof and thereto, including, without limitation, the reasonable and documented (in summary form) fees and expenses of one primary outside legal counsel (except in the case of matters affecting any mortgagee title insurance policy taken hereunder and associated title review needs, one additional counsel), one local counsel in each applicable jurisdiction not covered by the primary outside legal counsel, as necessary, and solely in the case of an actual or perceived conflict of interest, and one additional counsel to each group of similarly affected parties, taken as a whole, advisors, consultants, and auditors for Administrative Agent, L/C Issuer, and their Related Parties; (ii) all costs and expenses of Administrative Agent, L/C Issuer, and each Lender in connection with any Default and the enforcement of this Agreement or any other Loan Document, including, without limitation, court costs and the fees and expenses of one primary outside legal counsel, one local counsel in each applicable jurisdiction not covered by the primary outside legal counsel, as necessary, and solely in the case of an actual or perceived conflict of interest, and one additional counsel to each group of similarly affected parties, taken as a whole, advisors, consultants, experts and auditors for Administrative Agent, L/C Issuer, and each Lender;

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(iii) all reasonable and documented (in summary form) costs and expenses incurred by L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder; (iv) all transfer, stamp, documentary, or other similar Taxes, assessments, or charges levied by any Governmental Authority in respect of this Agreement or any of the other Loan Documents; (v) all costs, expenses, assessments, and other charges incurred in connection with any filing, registration, recording, or perfection of any Lien contemplated by this Agreement or any other Loan Document; and (vi) all other costs and expenses incurred by Administrative Agent, L/C Issuer, and any Lender in connection with the enforcement or protection of its rights under this Agreement or any other Loan Document, any workout or restructuring (including the negotiations thereof), any litigation, dispute, suit, proceeding or action, the enforcement of its rights and remedies, and the protection of its interests in bankruptcy, insolvency or other legal proceedings, including, without limitation, all costs, expenses, and other charges incurred in connection with evaluating, observing, collecting, examining, auditing, appraising, selling, liquidating, or otherwise disposing of the Collateral or other assets of the Loan Parties. The Loan Parties shall be responsible for all expenses described in this clause (a) whether or not any Credit Extension is ever made. Any amount to be paid under this Section 11.1 shall be a demand obligation owing by the Loan Parties and if not paid within ten (10) days of demand shall bear interest, to the extent not prohibited by and not in violation of applicable Law, from the date of expenditure until paid at a rate per annum equal to the Default Interest Rate. The obligations of the Loan Parties under this Section 11.1 shall survive payment of the Notes and other obligations hereunder and the assignment of any right hereunder.

(b) To the extent that Borrower for any reason fails to indefeasibly pay any amount required under Section 11.1(a) or Section 11.2 to be paid by it to Administrative Agent, L/C Issuer (or any sub-agent thereof) or any Related Party of Administrative Agent or L/C Issuer (or any sub-agent thereof), each Lender severally agrees to pay to Administrative Agent or L/C Issuer (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s pro rata share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative Agent or L/C Issuer (or any such sub-agent) or against any Related Party of Administrative Agent or L/C Issuer (or any sub-agent thereof) acting for Administrative Agent or L/C Issuer (or any such sub-agent) in connection with such capacity. EACH LENDER ACKNOWLEDGES THAT SUCH PAYMENTS MAY BE IN RESPECT OF LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARISING OUT OF OR RESULTING FROM THE SOLE, CONTRIBUTORY, COMPARATIVE, CONCURRENT OR ORDINARY NEGLIGENCE OF THE PERSON (OR THE REPRESENTATIVES OF THE PERSON) TO WHOM SUCH PAYMENTS ARE TO BE MADE.

Section 11.2 INDEMNIFICATION. BORROWER AND THE OTHER LOAN PARTIES SHALL, JOINTLY AND SEVERALLY, INDEMNIFY ADMINISTRATIVE AGENT, L/C ISSUER, THE ARRANGER, EACH LENDER AND EACH RELATED PARTY OF EACH OF THE FOREGOING (EACH, AN “INDEMNITEE”) FROM, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, REASONABLE AND DOCUMENTED (IN SUMMARY FORM) DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING THE REASONABLE AND DOCUMENTED (IN SUMMARY FORM) FEES, CHARGES AND DISBURSEMENTS OF ONE PRIMARY OUTSIDE COUNSEL, ONE LOCAL COUNSEL IN EACH APPLICABLE JURISDICTION NOT COVERED BY THE PRIMARY OUTSIDE COUNSEL, AS NECESSARY, AND SOLELY IN THE CASE OF AN ACTUAL OR PERCEIVED

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CONFLICT OF INTEREST, AND ONE ADDITIONAL COUNSEL TO EACH GROUP OF SIMILARLY AFFECTED PARTIES, TAKEN AS A WHOLE) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO (A) THE NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS, (B) ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, (C) ANY BREACH BY ANY LOAN PARTY OF ANY REPRESENTATION, WARRANTY, COVENANT, OR OTHER AGREEMENT CONTAINED IN ANY OF THE LOAN DOCUMENTS, (D) THE PRESENCE, RELEASE, THREATENED RELEASE, DISPOSAL, REMOVAL, OR CLEANUP OF ANY HAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN, OR AFFECTING ANY OF THE PROPERTIES OR ASSETS OF ANY LOAN PARTY OR ANY OF THEIR SUBSIDIARIES, (E) ANY LOAN OR LETTER OF CREDIT OR USE OR PROPOSED USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY L/C ISSUER TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT) OR (F) ANY INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED OR PROSPECTIVE INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, RELATING TO ANY OF THE FOREGOING, WHETHER BROUGHT BY A THIRD PARTY OR BY BORROWER OR ANY OTHER LOAN PARTY. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER LOAN DOCUMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH INDEMNITEE SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, REASONABLE AND DOCUMENTED DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING THE REASONABLE AND DOCUMENTED (IN SUMMARY FORM) FEES, CHARGES AND DISBURSEMENTS OF ONE PRIMARY OUTSIDE COUNSEL, ONE LOCAL COUNSEL IN EACH APPLICABLE JURISDICTION NOT COVERED BY THE PRIMARY OUTSIDE COUNSEL, AS NECESSARY, AND SOLELY IN THE CASE OF AN ACTUAL OR PERCEIVED CONFLICT OF INTEREST, AND ONE ADDITIONAL COUNSEL TO EACH GROUP OF SIMILARLY AFFECTED PARTIES, TAKEN AS A WHOLE) ARISING OUT OF OR RESULTING FROM THE SOLE, CONTRIBUTORY, COMPARATIVE, CONCURRENT OR ORDINARY NEGLIGENCE OF SUCH INDEMNITEE (OR THE REPRESENTATIVES OF SUCH PERSON); provided that such indemnity shall not, as to any Indemnitee, be available to the extent such losses, liabilities, claims, damages, penalties, judgments, disbursements, costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim not involving an act or omission of any Loan Party and that is brought by an Indemnitee against another Indemnitee (other than against the Arranger, the L/C Issuer or Administrative Agent in their capacities as such). Any amount to be paid under this Section 11.2 shall be a demand obligation owing by Borrower and the other Loan Parties and if not paid within ten (10) days of demand shall bear interest, to the extent not prohibited by and not in violation of applicable Law, from the date of expenditure until paid at a rate per annum equal to the Default Interest Rate. The obligations of Borrower and the other Loan Parties under this Section 11.2 shall survive payment of the Notes and other obligations hereunder and the assignment of any right hereunder. This Section 11.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, or damages arising from any non-Tax claim.

Section 11.3 Limitation of Liability. None of Administrative Agent, the Arranger, L/C Issuer, or any Lender, or any of their Related Parties, shall have any liability with respect to, and each Loan Party hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages (whether in contract, tort or otherwise) suffered or incurred by any Loan Party in connection with, arising out of, or in any way related to, this Agreement or any of the other

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Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan Documents. Each Loan Party hereby waives, releases, and agrees not to sue Administrative Agent, the Arranger, L/C Issuer, or any Lender, or any of their Related Parties, for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan Documents.

Section 11.4 No Duty. All attorneys, accountants, appraisers, and other professional Persons and consultants retained by the Arranger, Administrative Agent, any Lender, or L/C Issuer shall have the right to act exclusively in the interest of the Arranger, Administrative Agent, such Lender, or L/C Issuer and shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature whatsoever to any Loan Party or any Loan Party’s equity holders, Affiliates, officers, employees, attorneys, agents, or any other Person.

Section 11.5 Lenders Not Fiduciary. The relationship between Borrower and each other Loan Party on the one hand, and Administrative Agent, Arranger, each Lender, and L/C Issuer, on the other hand, is solely that of debtor and creditor, and none of Administrative Agent, Arranger, any Lender, or L/C Issuer has any fiduciary or other special relationship with Borrower or any other Loan Party, and no term or condition of any of the Loan Documents shall be construed so as to deem the relationship between Borrower and each other Loan Party on the one hand, and Administrative Agent, Arranger, each Lender, and L/C Issuer, on the other hand, to be other than that of debtor and creditor. The Borrower and each other Loan Party acknowledges and agrees that (a) (i) no fiduciary, advisory or agency relationship between the Loan Parties and their Subsidiaries and any Arranger, the Administrative Agent, the L/C Issuer or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Arranger, the Administrative Agent, the L/C Issuer or any Lender has advised or is advising any Loan Party or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Arranger, the Administrative Agent, the L/C Issuer and the Lenders are arm’s-length commercial transactions between the Loan Parties and their Affiliates, on the one hand, and the Arranger, the Administrative Agent, the L/C Issuer and the Lenders, on the other hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b) (i) the Arranger, the Administrative Agent, the L/C Issuer and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Arranger, the Administrative Agent, the L/C Issuer or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Arranger, the Administrative Agent, the L/C Issuer and the Lenders and their respective branches and Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Arranger, the Administrative Agent, the L/C Issuer or the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by Law, the Borrower and each other Loan Party hereby waives and releases any claims that it may have against any of the Arranger, Administrative Agent, the L/C Issuer, and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 11.6 Equitable Relief. Each Loan Party recognizes that in the event Borrower or any other Loan Party fails to pay, perform, observe, or discharge any or all of the Obligations, any remedy at law may prove to be inadequate relief to Administrative Agent, Lenders, or L/C Issuer. Each Loan Party therefore agrees that Administrative Agent, any Lender, or L/C Issuer, if Administrative Agent, such Lender, or L/C Issuer so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

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Section 11.7 No Waiver; Cumulative Remedies. No failure on the part of Administrative Agent, any Lender, or L/C Issuer to exercise and no delay in exercising, and no course of dealing with respect to, any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies provided for in this Agreement and the other Loan Documents are cumulative and not exclusive of any rights and remedies provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Administrative Agent in accordance with Section 9.2 for the benefit of all the Secured Parties and each Lender hereby agrees, on behalf of itself and each of its Affiliates that is a Secured Party, that, except with the written consent of Administrative Agent, it will not take any enforcement action or exercise any right that it might otherwise have under applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral; provided, however, that the foregoing shall not prohibit (a) Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 11.25 (subject to the terms of Section 11.23), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to Administrative Agent pursuant to Section 9.2 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 11.23, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Section 11.8 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower nor any other Loan Party may assign or otherwise transfer any of its rights, duties, or obligations under this Agreement or the other Loan Documents without the prior written consent of Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 2.8(d)(vi) or Section 11.8(b), (ii) by way of participation in accordance with the provisions of Section 11.8(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.8(d) and, to the extent expressly contemplated hereby, the Related Parties of each of Administrative Agent and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts. (A) In the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment(s) and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in Section 11.8(b)(i)(B) in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and (B) in any case not described in Section 11.8(b)(i)(A), the aggregate amount of the Commitment(s) (which for this purpose includes Loans outstanding hereunder) or, if the applicable Commitment is not then in effect, the Outstanding Amount of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment Revolving Credit Commitments and/or Revolving Credit Loans, or $5,000,000, in the case of any assignment in respect of Term Loans, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld, conditioned or delayed).

(ii) Proportionate Amounts; Pro Rata Assignments. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment(s) assigned; except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by Section 11.8(b)(i)(B) and, in addition: (A) the consent of Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for assignments in respect of (1) any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or (2) any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; and provided further that Borrower shall not be obligated to pay for such processing and recording fee except in the case of any assignment made pursuant to Section 3.6(b). The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

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(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Sponsor, any Loan Party or any of their respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Affiliates, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).

(vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to such assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Borrower and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to: (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by Administrative Agent pursuant to Section 11.8(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 3.1, Section 3.2, Section 11.1 and Section 11.2 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.8(d). Upon the consummation of any assignment pursuant to this Section 11.8(b), if requested by the transferor or transferee Lender, the transferor Lender, Administrative Agent and Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender (if applicable) and new Notes or, as appropriate, replacement Notes, are issued to the assignee.

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(c) Register. Administrative Agent, acting solely for this purpose as a non-fiduciary agent of Borrower, shall maintain at one of its offices in Dallas, Texas a copy of each Assignment and Assumption delivered to it and a Register. The entries in the Register shall be conclusive absent manifest error, and Borrower, Administrative Agent and Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, Borrower or any other Loan Party, sell participations to a Participant in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment(s) and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) Borrower, each other Loan Party, Administrative Agent, and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.1(b) without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 11.10 which requires the consent of all Lenders and affects such Participant. Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.4 and 3.5 (subject to the requirements and limitations therein, including the requirements under Section 3.4(g) (it being understood that the documentation required under Section 3.4(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 3.6 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.1 or 3.4, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 3.6 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.25 as though it were a Lender; provided that such Participant agrees to pay to Administrative Agent any amount set-off for application to the Obligations under the Loan Documents as required pursuant to Section 11.25; provided further that such Participant agrees to be subject to Section 11.23 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a Participant Register; provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury

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Regulations and Section 1.163-5(b) of the United States Proposed Treasury Regulations (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f) Dissemination of Information. Borrower and each other Loan Party authorizes Administrative Agent and each Lender to disclose to any actual or prospective purchaser, assignee or other recipient of a Lender’s Commitment, any and all information in Administrative Agent’s or such Lender’s possession concerning Borrower, the other Loan Parties and their respective Affiliates.

Section 11.9 Survival. All representations and warranties made in this Agreement, any other Loan Document or in any document, statement, or certificate furnished in connection with this Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents, and no investigation by Administrative Agent or any Lender or any closing shall affect the representations and warranties or the right of Administrative Agent or any Lender to rely upon them. Without prejudice to the survival of any other obligation of any Loan Party hereunder, the obligations of the Loan Parties under Sections 11.1 and 11.2 shall survive repayment of the Obligations and termination of the Commitments.

Section 11.10 Amendment. Subject to Section 2.7(g) and Section 3.3(b), the provisions of this Agreement and the other Loan Documents to which Borrower or any other Loan Party is a party (other than the Issuer Documents) may be amended or waived only by an instrument in writing signed by the Required Lenders (or by Administrative Agent with the consent of the Required Lenders) and each Loan Party party thereto and acknowledged by Administrative Agent; provided, however, that no such amendment or waiver shall:

(a) waive any condition set forth in Section 4.1, without the written consent of each Lender;

(b) extend or increase any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.2) without the written consent of such Lender;

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayment) of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby;

(d) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to adjust the Default Interest Rate or to waive any obligation of Borrower to pay interest at such rate;

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(e) change any provision of this Section 11.10 or the definition of “Required Lenders” or “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender (or each Revolving Credit Lender, in the case of a change in the definition of Required Revolving Credit Lenders);

(f) change Section 9.3 or Section 11.23 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(g) release any Guaranty or release all or substantially all of the Collateral (in each case, except as provided herein or in any other Loan Document) without the written consent of each Lender; or

(h) (i) subordinate any of the Obligations to any other Debt for borrowed money or (ii) subordinate the Lien securing any of the Obligations on all or substantially all of the Collateral to any other Lien securing any other Debt (except as provided in Section 10.9), in each case, without the consent of each Lender affected thereby;

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by L/C Issuer in addition to the Lenders required above, affect the rights or duties of L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to Lenders required above, affect the rights or duties of Administrative Agent under this Agreement or any other Loan Document; (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (iv) Borrower and Administrative Agent may amend this Agreement or any other Loan Document without the consent of Lenders (unless the Required Lenders object in writing within five (5) Business Days of notice by Administrative Agent of such amendment) in order to (A) correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document or (B) comply with local Law or advice of local counsel in any jurisdiction the Laws of which govern any Security Document or that are relevant to the creation, perfection, protection and/or priority of any Lien in favor of Administrative Agent, (C) effect the granting, perfection, protection, expansion or enhancement of any security interest or Lien in any Collateral or additional Property to become Collateral for the benefit of the Secured Parties, (D) make administrative or operational changes not adverse to any Lender or (E) add a Guarantor or Collateral or otherwise enhance the rights and benefits of the Lenders; (v) Borrower and Administrative Agent may, without the input or consent of the Lenders, effect amendments to this Agreement and the other Loan Documents as may be necessary in the opinion of Administrative Agent to effect the provisions of Section 2.9 (including as applicable, (1) to permit the Revolving Facility Increases to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include a Revolving Facility Increase in any determination of (i) Required Lenders or (ii) any similar required lender terms applicable thereto) and (vi) no provision in this Section 11.10 shall be construed in a manner inconsistent with the right of Texas Capital Bank to require a one-time assignment of all or any portion of the Revolving Credit Commitments and Revolving Credit Loans in accordance with Section 2.8(d)(vi).

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment(s) of any Defaulting Lender may not be increased or extended without the consent of such Lender; and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

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Section 11.11 Notices.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 11.11(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by electronic mail as set forth on Schedule 11.11. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices sent by electronic mail shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in Section 11.11(b) shall be effective as provided in Section 11.11(b).

(b) Electronic Communications. Notices and other communications to Lenders and hereunder may be delivered or furnished by electronic communication (including e-mail and internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article 2 if such Lender has notified Administrative Agent that it is incapable of receiving notices under Article 2 by electronic communication. Administrative Agent or any Loan Party may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such facsimile, email or other electronic communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c) Change of Address, etc. Any party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice to the other parties hereto, Schedule 11.11 shall be deemed to be amended by each such change, and Administrative Agent is authorized, in its discretion, from time to time to reflect each such change in an amended Schedule 11.11 provided by Administrative Agent to each party hereto.

(d) Platform.

(i) Borrower, each other Loan Party, each Lender, and L/C Issuer agrees that Administrative Agent may, but shall not be obligated to, make the Communications available to the Lenders or L/C Issuer by posting the Communications on the Platform.

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(ii) The Platform is provided “as is” and “as available.” The Agent Parties do not warrant the accuracy or completeness of the Communications or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. Although the Platform is secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time, each of the Lenders, L/C Issuer, and the Borrower acknowledges and agrees that (x) the distribution of material through an electronic medium is not necessarily secure and (y) the Agent Parties not responsible for approving or vetting the representatives, designees or contacts of any Lender or L/C Issuer that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution, and each Lender, L/C Issuer, and Borrower understands and accepts such risks. In no event shall the Agent Parties have any liability to any Loan Party, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or Administrative Agent’s transmission of Communications through the Platform.

(iii) Each Loan Party (by its, his or her execution of a Loan Document) hereby authorizes Administrative Agent, each Lender, and their respective counsel and agents and Related Parties (each, an “Authorized Party”) to communicate and transfer documents and other information (including confidential information) concerning this transaction or Borrower or any other Loan Party and the business affairs of Borrower and such other Loan Parties via the internet or other electronic communication method. IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY SUCH COMMUNICATIONS OR TRANSMISSIONS, EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE DIRECTLY RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AUTHORIZED PARTY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES).

Section 11.12 Governing Law; Venue; Service of Process.

(a) Governing Law. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the Laws of the State of Texas (without reference to applicable rules of conflicts of Laws), except to the extent the Laws of any jurisdiction where Collateral is located require application of such Laws with respect to such Collateral.

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(b) Jurisdiction. Each Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against Administrative Agent, any Lender, L/C Issuer, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of Texas sitting in Tarrant County, and of the United States District Court of the Northern District of Texas, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such Texas State court or, to the fullest extent permitted by applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Agreement or in any other Loan Document shall affect any right that Administrative Agent, any Lender, or L/C Issuer may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Borrower or any of the other Loan Parties or their Properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party hereto irrevocably consents to service of process by the mailing thereof in the manner provided for the mailing of notices in Section 11.11. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable Law.

Section 11.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Except as provided in Section 4.1, this Agreement shall become effective when it shall have been executed by Administrative Agent and when Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means

(e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 11.14 Severability. Any provision of this Agreement or any other Loan Document held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Agreement and the effect thereof shall be confined to the provision held to be invalid or illegal. Furthermore, in lieu of such invalid or unenforceable provision there shall be added as a part of this Agreement or the other Loan Documents a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

Section 11.15 Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

Section 11.16 Construction. Each Loan Party, Administrative Agent and each Lender acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement and the other Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall be construed as if jointly drafted by Borrower, Administrative Agent, each Lender and each other Person party thereto.

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Section 11.17 Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default if such action is taken or such condition exists.

Section 11.18 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.18.

Section 11.19 Additional Interest Provision. It is expressly stipulated and agreed to be the intent of Borrower, Administrative Agent and each Lender at all times to comply strictly with the applicable Law governing the maximum rate or amount of interest payable on the indebtedness evidenced by any Note, any other Loan Document, and the Related Indebtedness (or applicable United States federal Law to the extent that it permits any Lender to contract for, charge, take, reserve or receive a greater amount of interest than under applicable Law). If the applicable Law is ever judicially interpreted so as to render usurious any amount (a) contracted for, charged, taken, reserved or received pursuant to any Note, any of the other Loan Documents or any other communication or writing by or between Borrower or any other Loan Party and any Lender related to the transaction or transactions that are the subject matter of the Loan Documents, (b) contracted for, charged, taken, reserved or received by reason of Administrative Agent’s or any Lender’s exercise of the option to accelerate the maturity of any Note and/or the Related Indebtedness, or (c) Borrower or any other Loan Party will have paid or Administrative Agent or any Lender will have received by reason of any voluntary prepayment by Borrower or any other Loan Party of any Note and/or the Related Indebtedness, then it is Borrower’s, each other Loan Party’s, Administrative Agent’s and Lenders’ express intent that all amounts charged in excess of the Maximum Rate shall be automatically canceled, ab initio, and all amounts in excess of the Maximum Rate theretofore collected by Administrative Agent or any Lender shall be credited on the principal balance of any Note and/or the Related Indebtedness (or, if any Note and all Related Indebtedness have been or would thereby be paid in full, refunded to Borrower or such other Loan Party, as applicable), and the provisions of any Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable Law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if any Note or Related Indebtedness has been paid in full before the end of the stated term thereof, then Borrower, each other Loan Party, Administrative Agent and each Lender agree that Administrative Agent or any Lender, as applicable, shall, with reasonable promptness after Administrative Agent or such Lender discovers or is advised by Borrower or any other Loan Party that interest was received in an amount in excess of the Maximum Rate, either refund such excess interest to Borrower or such other Loan Party, as applicable, and/or credit such excess interest against such Note and/or any Related Indebtedness then owing by Borrower and the other Loan Parties to Administrative Agent or such Lender. Borrower and each other Loan Party hereby agrees that as a condition precedent to any claim seeking usury penalties against Administrative Agent or such Lender, Borrower will provide written notice to Administrative Agent or any Lender, advising Administrative Agent or such Lender in reasonable detail of the nature and amount of the violation, and Administrative Agent or such

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Lender shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or such other Loan Parties, as applicable, or crediting such excess interest against the Note to which the alleged violation relates and/or the Related Indebtedness then owing by Borrower and the other Loan Parties to Administrative Agent or such Lender. All sums contracted for, charged, taken, reserved or received by Administrative Agent or any Lender for the use, forbearance or detention of any debt evidenced by any Note and/or the Related Indebtedness shall, to the extent permitted by applicable Law, be amortized or spread, using the actuarial method, throughout the stated term of such Note and/or the Related Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of any Note and/or the Related Indebtedness does not exceed the Maximum Rate from time to time in effect and applicable to such Note and/or the Related Indebtedness for so long as debt is outstanding. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to the Notes and/or any of the Related Indebtedness. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Administrative Agent or any Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.

Section 11.20 Ceiling Election. To the extent that any Lender is relying on Chapter 303 of the Texas Finance Code to determine the Maximum Rate payable on any Note and/or any other portion of the Obligations under the Loan Documents, such Lender will utilize the weekly ceiling from time to time in effect as provided in such Chapter 303. To the extent United States federal Law permits any Lender to contract for, charge, take, receive or reserve a greater amount of interest than under Texas Law, such Lender will rely on United States federal Law instead of such Chapter 303 for the purpose of determining the Maximum Rate. Additionally, to the extent permitted by applicable Law now or hereafter in effect, any Lender may, at its option and from time to time, utilize any other method of establishing the Maximum Rate under such Chapter 303 or under other applicable Law by giving notice, if required, to Borrower as provided by applicable Law now or hereafter in effect.

Section 11.21 USA PATRIOT Act Notice. Administrative Agent and each Lender hereby notifies Borrower and each other Loan Party that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies Borrower and each other Loan Party, which information includes the name and address of Borrower and each other Loan Party and other information that will allow Administrative Agent and such Lender to identify Borrower and each other Loan Party in accordance with the PATRIOT Act. In addition, Borrower and each other Loan Party agrees to (a) ensure that no Person who owns a controlling interest in or otherwise controls Borrower or any other Loan Party or any Subsidiary of Borrower or any other Loan Party is or shall be a Sanctioned Person, (b) not to use or permit the use of proceeds of the Obligations to violate any Anti-Corruption Laws, Anti-Terrorism Laws or any applicable Sanctions, and (c) comply, or cause its Subsidiaries to comply, with the applicable Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions.

Section 11.22 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders” and “Required Revolving Credit Lenders” and in Section 11.10.

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(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by Administrative Agent from a Defaulting Lender shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, with respect to a Defaulting Lender that is a Revolving Credit Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to L/C Issuer hereunder; third, with respect to a Defaulting Lender that is a Revolving Credit Lender, to Cash Collateralize L/C Issuer’s Fronting Exposure, if any, with respect to such Defaulting Lender in accordance with Section 2.6; fourth, with respect to a Defaulting Lender that is a Revolving Credit Lender, as Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Credit Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; fifth, with respect to a Defaulting Lender that is a Revolving Credit Lender, if so determined by Administrative Agent and Borrower, to be held in a Deposit Account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Credit Loans under this Agreement and (y) with respect to a Defaulting Lender that is a Revolving Credit Lender, Cash Collateralize L/C Issuer’s future Fronting Exposure, if any, with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.6; sixth, to the payment of any amounts owing to Lenders or L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that, if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 11.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 11.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any fee payable under Section 2.3(c) for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

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(B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.6.

(C) With respect to any fee payable under Section 2.3(c) or to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, Borrower shall (x) pay to each Revolving Credit Lender that is a Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations shall be reallocated among the Revolving Credit Lenders that are Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 11.28, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.6.

(b) Defaulting Lender Cure. If Borrower, Administrative Agent, and L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by Lenders in accordance with their Applicable Percentages (without giving effect to Section 11.22(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Section 11.23 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it or other obligations hereunder, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall:

(a) notify Administrative Agent of such fact; and

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(b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section 11.23 shall not be construed to apply to: (A) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) payments made in accordance with Sections 3.1, 3.4 and 3.5); (B) the application of Cash Collateral provided for in Section 2.6; or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Affiliate thereof (as to which the provisions of this Section 11.23 shall apply).

Borrower and each other Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower or such other Loan Party, as applicable, rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower or such other Loan Party in the amount of such participation.

Section 11.24 Payments Set Aside. To the extent that any payment by or on behalf of Borrower or any other Loan Party is made to Administrative Agent, L/C Issuer or any Lender, or Administrative Agent, L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Administrative Agent, L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and L/C Issuer severally agrees to pay to Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the greater of the Federal Funds Rate from time to time in effect and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. The obligations of Lenders and L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

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Section 11.25 Setoff. If an Event of Default has occurred and is continuing, Administrative Agent and each Lender shall have the right to set off against the Obligations under the Loan Documents, at any time and without notice to any Loan Party, any and all deposits (general or special, time or demand, provisional or final) or other sums at any time credited by or owing from Administrative Agent or such Lender to such Loan Party whether or not the Obligations under the Loan Documents are then due; provided that in the event that any Defaulting Lender shall exercise any such right of setoff: (a) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 11.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent and Lenders; and (b) such Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations under the Loan Documents owing to such Defaulting Lender as to which it exercised such right of setoff. Each amount set off shall be paid to Administrative Agent for application to the Obligations under the Loan Documents in the order set forth in Section 9.3. As further security for the Obligations, each Loan Party hereby grants to Administrative Agent and each Lender a security interest in all money, instruments, and other Property of such Loan Party, as applicable, now or hereafter held by Administrative Agent or such Lender, including, without limitation, Property held in safekeeping. In addition to Administrative Agent’s and each Lender’s right of setoff and as further security for the Obligations, each Loan Party hereby grants to Administrative Agent and each Lender a security interest in all deposits (general or special, time or demand, provisional or final) and other accounts of such Loan Party now or hereafter on deposit with or held by Administrative Agent or such Lender (in each case, other than accounts of a type described in clause (i), (iii) or (iv) of the definition of Excluded Accounts) and all other sums at any time credited by or owing from Administrative Agent or such Lender to such Loan Party in such accounts (other than accounts of a type described in clause (i), (iii) or (iv) of the definition of Excluded Accounts). The rights and remedies of Administrative Agent and each Lender hereunder are in addition to other rights and remedies (including, without limitation, other rights of setoff) which Administrative Agent or such Lender may have.

Section 11.26 Confidentiality. Each of Administrative Agent, L/C Issuer, and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential or shall otherwise be subject to confidentiality provisions generally), (b) to any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or any Governmental Authority, quasi-Governmental Authority or legislative committee or in accordance with the Administrative Agent’s, such L/C Issuer’s or any Lender’s regulatory compliance policy if the Administrative Agent, such L/C Issuer or such Lender, as applicable, deems such disclosure to be necessary for the mitigation of claims by those authorities against the Administrative Agent, L/C Issuer or such Lender, as applicable, or any of its Related Parties (in which case, the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use commercially reasonable efforts to, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify the Borrower, in advance, to the extent practicable and otherwise permitted by applicable Law), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to its being under a duty of confidentiality no less restrictive than this Section 11.26, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its Related Parties) to any Hedging Agreement relating to Borrower or any other Loan Party and its obligations, (iii) any actual or prospective purchaser of a Lender or its holding company (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential or shall otherwise be subject to confidentiality provisions generally) or (iv) any Lender’s financing sources; provided that prior to any disclosure such financing source is informed

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of the confidential nature of the Information and instructed to keep such Information confidential or shall otherwise be subject to confidentiality provisions generally, (g) on a confidential basis to (i) any rating agency or any similar organization in connection with the rating of Borrower or any other Loan Party or the Facilities or (ii) the CUSIP Service Bureau or any similar organization in connection with the issuance and monitoring of CUSIP numbers with respect to the Facilities, (h) with the consent of Borrower or such other applicable Loan Parties, or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.26, (ii) becomes available to Administrative Agent, L/C Issuer, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower that is not known to be subject to a confidentiality obligation to the Borrower or (iii) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or violating the terms of this Section 11.26; or to the extent required by a potential or actual insurer or reinsurer in connection with providing insurance, reinsurance or credit risk mitigation coverage under which payments are to be made or may be made by reference to this Agreement. In addition, Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. For purposes of this Section 11.26, “Information” means all information received from Borrower or any other Loan Party or any Subsidiary thereof relating to Borrower or any other Loan Party or any Subsidiary thereof or any of their respective businesses which is clearly identified as confidential, other than any such information that is available to Administrative Agent, L/C Issuer, or any Lender on a nonconfidential basis prior to disclosure by Borrower or any other Loan Party or any Subsidiary or Affiliate thereof; provided that, in the case of information received from Borrower or any other Loan Party or any Subsidiary or Affiliate thereof after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.26 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each Loan Party party hereto agrees and confirms that, as between such Loan Party and Texas Capital Bank, the obligations of Texas Capital Bank under this Section 11.26 supersede and replace in their respective entireties all confidentiality, non-disclosure and similar obligations of Texas Capital Bank, if any, set forth in any previous agreement between such Loan Party and Texas Capital Bank notwithstanding anything to the contrary contained therein.

Each Loan Party hereby authorizes Administrative Agent, at its sole expense, but without any prior approval by any Loan Party, to include any Loan Party’s name, logo and the aggregate amount of the Facilities in tombstones. Any other use of any Loan Party’s name and logo, including, but not limited to, advertising, marketing, case studies and training materials and any other publicity materials, shall be permitted only with the express written consent of the Borrower (such consent not to be unreasonably withheld). The foregoing authorization shall remain in effect unless the Borrower notifies Texas Capital Bank in writing that such authorization is revoked. Notwithstanding the foregoing, each Loan Party understands and acknowledges that Texas Capital Bank may provide to market data collectors, such as league table, or other service providers to the lending industry, information regarding the closing date, size, type, purpose of, and parties to, the Facilities.

Section 11.27 Electronic Execution of Assignments and Certain Other Documents. The words “execute”, “execution”, “signed”, “signature”, and words of like import in or related to this Agreement, any other Loan Document or any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, the electronic matching of assignment terms and contract formations on electronic platforms approved by Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually

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executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. Notwithstanding anything contained herein to the contrary, Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (a) to the extent Administrative Agent has agreed to accept such Electronic Signature from any party hereto, Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (b) upon the request of Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof.

Section 11.28 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section 11.29 Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

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Section 11.30 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the Laws of the State of Texas and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in Property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regimes if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in Property) were governed by the Laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regimes if the Supported QFC and the Loan Documents were governed by the Laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

Section 11.31 NOTICE OF FINAL AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

ARTICLE 12.

GUARANTY

Section 12.1 Guaranty. In consideration of the Loans, advances and other credit heretofore or hereafter granted by the Secured Parties to Borrower pursuant to this Agreement and the other Loan Documents and in further consideration of any Bank Product Agreements, Guarantors hereby, jointly and severally, unconditionally, absolutely and irrevocably, guarantee to the Secured Parties, the due and punctual payment when and as due, including at stated maturity, by acceleration or otherwise, and at all times thereafter, and the due fulfillment and performance of the Obligations. Each Guarantor is jointly and severally liable for the full payment and performance of the Obligations as a primary obligor.

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Section 12.2 Payment. If any of the Obligations is not punctually paid when such indebtedness becomes due and payable, either by its terms or as a result of the exercise of any power to accelerate, Guarantors shall, immediately on demand and without presentment, protest, notice of protest, notice of nonpayment, notice of intent to accelerate, notice of acceleration or any other notice whatsoever (all of which are expressly waived in accordance with Section 12.3 hereof), pay the amount due and payable thereon to Administrative Agent, at its Principal Office. It is not necessary for Administrative Agent, in order to enforce such payment by Guarantors, first to institute suit or exhaust its remedies against Borrower or others liable on the Obligations, or to enforce its rights against any security given to secure such Obligations. Administrative Agent is not required to mitigate damages or take any other action to reduce, collect or enforce the Obligations. No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind which any Guarantor has or may have against Borrower or any Secured Party shall be available hereunder to Guarantors. No payment by any Guarantor shall discharge the liability of Guarantors hereunder until the Obligations have been fully satisfied and the Release Date shall have occurred. If Administrative Agent must rescind or restore any payment, or any part thereof, received by Administrative Agent on any part of the Obligations, any prior release or discharge from the terms of this Guaranty given Guarantors by Administrative Agent or any reduction of any Guarantor’s liability hereunder shall be without effect, and this Guaranty shall remain in full force and effect.

Section 12.3 Agreements and Waivers. Each Guarantor:

(a) agrees to all terms and agreements heretofore or hereafter made by Borrower with Administrative Agent and/or any other Secured Party;

(b) agrees that Administrative Agent may without impairing its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower or any other Person, including, without limitation, any other party who is or whose Property is liable with respect to the Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Obligations or any instrument or agreement evidencing the same; (v) apply payments by Borrower, any Surety, or any other Person, to any of the Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release any Guarantor or any other Surety from liability hereunder;

(c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Obligations or any document or agreement executed in connection with the Obligations, for any reason, or the fact that any debt included in the Obligations exceeds the amount permitted by Law; (iii) the failure of Administrative Agent or any other party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, Property or security; (iv) the fact

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that any collateral, security or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other Lien; (v) the fact that Borrower has any defense to the payment of all or any part of the Obligations; (vi) any payment by Borrower or any Surety to Administrative Agent and/or any other Secured Party is a preference under applicable Debtor Relief Laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to Borrower, any such Surety, or someone else; (vii) any defenses which Borrower could assert on the Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to this Agreement, the Loan Documents, the Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Obligations pursuant to the terms hereof;

(d) agrees that such Guarantor is obligated to pay the Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the full and final payment and satisfaction of the Obligations;

(e) to the extent allowed by applicable Law, waives all rights and remedies now or hereafter accorded by applicable Law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower or which Borrower may have against Administrative Agent and/or the Lenders;

(f) waives all notices whatsoever with respect to this Guaranty or with respect to the Obligations, including, but without limitation, notice of (i) Administrative Agent’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Obligations or any terms or amounts thereof or any change therein in the rate of interest thereon; (iii) any default by Borrower or any Surety; or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment or other security for any of the Obligations;

(g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument evidencing any of the Obligations, and any demands and notices required by Law, except as such waiver may be expressly prohibited by Law, and diligence in bringing suits against any Surety;

(h) waives each right to which it may be entitled by virtue of the Laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the Uniform Commercial Code, and Chapter 43 of the Texas Civil Practice and Remedies Code, as any or all of the same may be amended or construed from time to time, or the common law of the State of Texas at all relevant times; and

(i) represents and warrants to the Administrative Agent and the Lenders that such Guarantor (a) has received, or will receive, direct or indirect benefit from the making of the Guaranty and the Obligations, (b) is familiar with, and has independently reviewed the books and records regarding, the financial condition of Borrower and is familiar with the value of any and all

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Collateral intended to be created as security for the payment of the Obligations, but such Guarantor is not relying on such financial condition, such Collateral, or the agreement of any other party as an inducement to enter into this Agreement and provide the Guaranty. Each Guarantor confirms that neither Administrative Agent, any Lender, any other Guarantor, nor any other party has made any representation, warranty or statement to such Guarantor in order to induce such Guarantor to execute this Agreement and provide the Guaranty, and (c) is a Qualified ECP Guarantor.

Section 12.4 Liability. The liability of each Guarantor under this Guaranty is irrevocable, absolute and unconditional, without regard to the liability of any other Person, and shall not in any manner be affected by reason of any action taken or not taken by Administrative Agent and/or any other Secured Party, which action or inaction is herein consented and agreed to, nor by the partial or complete unenforceability or invalidity of any other guaranty or surety agreement, pledge, assignment or other security for any of the Obligations. No delay in making demand on Sureties or any of them for satisfaction of the liability hereunder shall prejudice Administrative Agent’s right to enforce such satisfaction. All of Administrative Agent’s rights and remedies shall be cumulative and any failure of Administrative Agent to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time, and from time to time, thereafter. This is a continuing guaranty of payment, not a guaranty of collection, and this Guaranty shall be binding upon Guarantors regardless of how long before or after the date hereof any of the Obligations were or are incurred.

Section 12.5 Subordination. If Borrower or any other Loan Party is now or hereafter becomes indebted to one or more Guarantors (such indebtedness and all interest thereon is referred to as the “Affiliated Debt”), such Affiliated Debt shall be subordinate in all respects to the full payment and performance of the Obligations, and no Guarantor shall be entitled to enforce or receive payment with respect to any Affiliated Debt until the Release Date. Each Guarantor agrees that any Liens, mortgages, deeds of trust, security interests, judgment liens, charges or other encumbrances upon any Loan Party’s assets securing the payment of the Affiliated Debt shall be and remain subordinate and inferior to any Liens, mortgages, deeds of trust, security interests, judgment liens, charges or other encumbrances upon any Loan Party’s assets securing the payment of the Obligations, and without the prior written consent of Administrative Agent, no Guarantor shall exercise or enforce any creditor’s rights of any nature against any Loan Party to collect the Affiliated Debt (other than demand payment therefor). In the event of the receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving Borrower or any applicable Loan Party as a debtor, Administrative Agent has the right and authority, either in its own name or as attorney-in-fact for any applicable Guarantor, to file such proof of debt, claim, petition or other documents and to take such other steps as are necessary to prove its rights hereunder and receive directly from the receiver, trustee or other court custodian, payments, distributions or other dividends which would otherwise be payable upon the Affiliated Debt. Each Guarantor hereby assigns such payments, distributions and dividends to Administrative Agent, and irrevocably appoints Administrative Agent as its true and lawful attorney-in-fact with authority to make and file in the name of such Guarantor any proof of debt, amendment of proof of debt, claim, petition or other document in such proceedings and to receive payment of any sums becoming distributable on account of the Affiliated Debt, and to execute such other documents and to give acquittances therefor and to do and perform all such other acts and things for and on behalf of such Guarantor as may be necessary in the opinion of Administrative Agent in order to have the Affiliated Debt allowed in any such proceeding and to receive payments, distributions or dividends of or on account of the Affiliated Debt.

Section 12.6 Subrogation. No Guarantor waives or releases any rights of subrogation, reimbursement or contribution which such Guarantor may have, after full and final payment of the Obligations, against others liable on the Obligations. Each Guarantor’s rights of subrogation and reimbursement are subordinate in all respects to the rights and claims of Administrative Agent and the other Secured Parties, and no Guarantor may exercise any rights it may acquire by way of subrogation under this

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Guaranty, by payment made hereunder or otherwise, until the Release Date. If any amount is paid to any Guarantor on account of such subrogation rights prior to the Release Date, such amount shall be held in trust for the benefit of Administrative Agent and/or the other Secured Parties to be credited and applied on the Obligations, whether matured or unmatured.

Section 12.7 Other Indebtedness or Obligations of Guarantors. If any Guarantor is or becomes liable for any indebtedness owed by any Loan Party to the Lenders by endorsement or otherwise than under this Guaranty, such liability shall not be affected by this Guaranty, and the rights of Administrative Agent and the Lenders hereunder shall be cumulative of all other rights that Administrative Agent and the Lenders may have against such Guarantor. The exercise by Administrative Agent of any right or remedy hereunder or under any other instrument or at law or in equity shall not preclude the concurrent or subsequent exercise of any other instrument or remedy at law or in equity and shall not preclude the concurrent or subsequent exercise of any other right or remedy. Further, without limiting the generality of the foregoing, this Guaranty is given by Guarantors as an additional guaranty to all guaranties heretofore or hereafter executed and delivered to Administrative Agent and/or the Lenders by Guarantors in favor of Administrative Agent and/or the Lenders relating to the indebtedness of Borrower and the other Loan Parties to the Secured Parties, and nothing herein shall be deemed to replace or be in lieu of any other of such previous or subsequent guarantees.

Section 12.8 Costs and Expenses. Guarantors jointly and severally agree to pay to Administrative Agent and the Lenders, upon demand, all losses and costs and expenses, including attorneys’ fees, that may be incurred by Administrative Agent and the Lenders in attempting to cause the Obligations to be satisfied or in attempting to cause satisfaction of Guarantors’ liability under this Guaranty.

Section 12.9 Exercising Rights, Etc. No notice to or demand upon any Guarantor in any case shall, of itself, entitle such Guarantor or any other Guarantor to any other or further notice or demand in similar or other circumstances. No delay or omission by Administrative Agent in exercising any power or right hereunder shall impair such right or power or be construed as a waiver thereof or any acquiescence therein, nor shall any single or partial exercise of any such power preclude other or further exercise thereof, or the exercise of any other right or power hereunder.

Section 12.10 Benefit; Binding Effect. This Guaranty shall inure to the benefit of Administrative Agent and each other Secured Party and their respective successors and assigns, and to any interest in any of the Obligations. All of the obligations of Guarantors arising hereunder shall be jointly and severally binding on each of the Persons signing this Guaranty, and their respective successors and assigns (provided, however, that no Guarantor may, without the prior written consent of Administrative Agent in each instance, assign or delegate any of its rights, powers, duties or obligations hereunder, and any attempted assignment or delegation made without Administrative Agent’s prior written consent shall be void ab initio and of no force or effect).

Section 12.11 Multiple Guarantors. It is specifically agreed that Administrative Agent may enforce the provisions hereof with respect to one or more Guarantors without seeking to enforce the same as to all or any Guarantors. If one or more additional guaranty agreements (“Other Guaranties”) are executed by one or more additional guarantors (“Other Guarantors”), which guarantee, in whole or in part, any of the Obligations, it is specifically agreed that Administrative Agent may enforce the provisions of this Guaranty or of Other Guaranties with respect to one or more of Guarantors or any one or more of Other Guarantors under the Other Guaranties without seeking to enforce the provisions of this Guaranty or the Other Guaranties as to all or any of Guarantors or Other Guarantors. Each Guarantor hereby waives any requirement of joinder of all or any other Guarantor or all or any of the Other Guarantors in any suit or proceeding to enforce the provisions of this Guaranty or of the Other Guaranties. The liability hereunder of all Guarantors hereunder shall be joint and several.

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Section 12.12 Additional Guarantors. From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional Guarantors (each, an “Additional Guarantor”), by executing a Guarantor Joinder Agreement. Upon delivery of any such Guarantor Joinder Agreement to Administrative Agent, notice of which is hereby waived by Guarantors, each Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if Additional Guarantor were an original signatory hereto. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, nor by any election of Administrative Agent not to cause any Subsidiary or Affiliate of Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Section 12.13 Reinstatement. Notwithstanding anything contained in this Agreement or the other Loan Documents, the obligations of each Guarantor under this Article 12 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify each Secured Party on demand for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) incurred by such Person in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.

Section 12.14 Maximum Liability. Anything in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to other Loan Parties or Affiliates of other Loan Parties to the extent that such indebtedness would be discharged in an amount equal to the amount paid or Property conveyed by such Guarantor under the Loan Documents) and after giving effect as assets, subject to Section 12.6, to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Guarantor pursuant to (a) applicable Law or (b) any agreement providing for an equitable allocation among such Guarantor and other Loan Parties of obligations arising under the Loan Documents and Bank Product Agreements.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

CREDIT AGREEMENT – Page 154

EX-10.9

Exhibit 10.9

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

PRODUCED WATER FACILITIES AND ACCESS AGREEMENT

among

TEXAS PACIFIC RESOURCES LLC,

DBR LAND LLC,

DELAWARE BASIN RANCHES INC.

and

WATERBRIDGE STATELINE LLC

Dated March 8, 2022

Table of Contents

		Page
1.	Definitions and Interpretation		1
2.	Produced Water Rights and Operations		5
3.	Memorandum		6
4.	Royalties and Payment		7
5.	Third Party Water Midstream Development on AMI Lands		9
6.	Produced Water Opportunities Within the AMI Lands; TPR Purchase of Produced Water in New Mexico; Produced Water Opportunities Outside the AMI Lands.		9
7.	Withdrawal of Protests		11
8.	Assignment		12
9.	Reciprocity		13
10.	Insurance		14
11.	State and Federal Laws, Rules and Regulations		14
12.	Force Majeure		14
13.	Term and Termination		15
14.	Defaults and Remedies		16
15.	Payment of Taxes		16
16.	Costs and Expenses		16
17.	Confidentiality		16
18.	Relationship of the Parties		17
19.	Covenants Binding		17
20.	Further Assurances		17
21.	Severability		17
22.	Governing Law; Dispute Resolution; Waiver of Jury Trial		17
23.	Entire Agreement; Headings; Precedence		18
24.	Limitation of Grant		18
25.	Independent Counsel		18
26.	Multiple Counterparts		18
27.	No Third Party Beneficiaries		18
28.	Acknowledgement and Ratification		18
29.	Certain Representations and Covenants		19
30.	Specific Performance		19

Exhibits:
Exhibit A	Addresses for Notice
Exhibit B	Form of Memorandum of Agreement
Schedules:
Schedule 1	DBR Lands; TPR Lands; AMI Lands
Schedule 2	Insurance

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PRODUCED WATER FACILITIES AND ACCESS AGREEMENT

This Produced Water Facilities and Access Agreement (this “Agreement”) is entered into as of March 8, 2022 (the “Effective Date”), by and among Texas Pacific Resources LLC, a Delaware limited liability company (“TPR”), DBR Land LLC, a Delaware limited liability company (“DBR”), WaterBridge Stateline LLC, a Delaware limited liability company (“WBSL”) and, Delaware Basin Ranches Inc., a Texas corporation (“Landowner”). TPR, DBR, WBSL and Landowner may be referred to collectively as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, Landowner is the owner of and DBR, pursuant to the Master Lease (defined herein), leases the lands in Reeves County and Loving County, Texas described on Schedule 1 attached hereto as DBR Checkerboard Lands and Contiguous DBR Lands (the “DBR Lands”), and TPR owns the lands in Reeves County and Loving County, Texas described on Schedule 1 attached hereto as TPR Lands (the “TPR Lands”);

WHEREAS, TPR, Landowner and DBR desire to designate the TPR Lands and the DBR Lands as the “AMI Lands,” and TPR further desires to grant WBSL certain rights to develop, construct and operate Produced Water Facilities on the TPR Lands, each in accordance with the terms and conditions of this Agreement and the Transaction Documents; and

WHEREAS, TPR, Landowner, DBR and WBSL further desire, as between the Parties, to grant WBSL the exclusive rights to market and sell Produced Water within the AMI Lands, and WBSL desires to grant TPR certain rights to purchase Produced Water from WBSL outside of the AMI Lands, each in accordance with the terms and conditions of this Agreement and the Transaction Documents.

AGREEMENT

NOW THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows:

1. Definitions and Interpretation.

(a) Unless otherwise required by the context in which any defined term appears, the following terms shall have the meanings specified in this Section 1(a).

[***]

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, (i) controls or owns the first Person, (ii) is controlled and owned by the first Person or (iii) is under common control or ownership with the first Person, where “own” (including the terms “owned by” and “under common ownership with”) means ownership of 50% or more of the equity interest(s) of the Person, and “control” (including the terms “controlled by” and “under common control with”) means the power to direct

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or cause the direction of the management or policies of the Person through direct or indirect ownership of more than 50% of the voting securities or interest. Notwithstanding the foregoing, each Party acknowledges that Five Point Energy LLC and its affiliates manage a variety of private investment funds (the “FPE Funds”) and that the FPE Funds currently own, and may in the future acquire, interests in energy and/or Produced Water-related companies (the “FPE Portfolio Companies”), including WBSL, and each Party agrees that none of the terms of this Agreement other than Section 17 shall apply to any FPE Fund or to any of the FPE Portfolio Companies (other than (a) WaterBridge NDB LLC and its subsidiaries, and (b) if DBR and/or Landowner are not controlled by WaterBridge NDB LLC and are controlled by one or more FPE Funds, then the FPE Portfolio Company or FPE Portfolio Companies that control DBR, Landowner, or both and their subsidiaries), and that none of the FPE Funds or the FPE Portfolio Companies or any of their affiliates (other than (a) WaterBridge NDB LLC and its subsidiaries, and (b)if DBR and/or Landowner are not controlled by WaterBridge NDB LLC and are controlled by one or more FPE Funds, then the FPE Portfolio Company that controls DBR and Landowner or either of them and their subsidiaries) shall be “Affiliates” of the WBSL Parties for the purposes of this Agreement other than for purposes of Section 17.

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

“Alternate Royalty” has the meaning set forth in Section 4(b).

“Alternate Royalty Year” has the meaning given in the definition of “Annual Volume”.

“AMI Lands” has the meaning set forth in the Recitals.

“Annual Volume” for each 12 month period described in this definition (each such 12 month period an “Alternate Royalty Year”) means:

• [***] Barrels (corresponding to [***] in Alternate Royalty payments) during the 12 month period beginning on the Royalty Date;

• [***] Barrels (corresponding to [***] in Alternate Royalty payments) during the 12 month period beginning on first anniversary of the Royalty Date;

• [***] Barrels (corresponding to [***] in Alternate Royalty payments) during the 12 month period beginning on the second anniversary of the Royalty Date;

• [***] Barrels (corresponding to [***] in Alternate Royalty payments) during the period beginning on the third anniversary of the Royalty Date; and

• [***] Barrels (corresponding to [***] in Alternate Royalty payments) during the period beginning on the fourth anniversary of the Royalty Date.

“Applicable CDBRL Barrel” has the meaning set forth in Section 4(a).

“Applicable Laws” means all applicable laws, treaties, regulations, standards, decrees, rules, decisions, judgments, orders, injunctions, interpretations, authorizations, directives, or other requirements of any Governmental Authority, including any Governmental Approval.

“Barrel” means 42 U.S. gallons.

“Capacity Achievement Date” has the meaning set forth in Section 4(b).

“Capacity Threshold” means the lesser of (i) the actual Applicable CDBRL Barrels per day of disposal volumes reached by WBSL as of the Capacity Achievement Date or (ii) [***].

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“Checkerboard Lands” means the DBR Checkerboard Lands and TPR Lands identified on Schedule 1.

“Confidential Information” has the meaning set forth in Section 17.

“Contiguous DBR Lands” means the Contiguous DBR Lands identified on Schedule 1.

“DBR” has the meaning set forth in the Preamble.

“DBR Lands” has the meaning set forth in the Recitals.

“Default” has the meaning set forth in Section 14(a).

“Due Date” has the meaning set forth in Section 4(g).

“Effective Date” has the meaning set forth in the Preamble.

“Election Date” has the meaning set forth in Section 9.

“Force Majeure” has the meaning set forth in Section 12.

“Governmental Approval” means any permit, license, permission, grant or other similar authorization issued by, or required to be issued by, any Governmental Authority, and necessary for a Party to perform its obligations under this Agreement.

“Governmental Authority” means any federal, tribal, state or local governmental entity, or any of the several states or subdivisions thereof, and any of their respective, agencies, branches, courts, tribunals, commissions, institutions, military forces or other bodies or authorities, whether legislative, judicial, executive, or arbitral, having jurisdiction or authority, actual or apparent, over the Parties or subject matter in question.

“Hydrocarbons” means any mixture of gaseous or liquid hydrocarbons, or of hydrocarbons and other gases, whether in a gaseous state, or consisting primarily of methane, oil, condensate, natural gasoline, and all liquid hydrocarbons, or any blend of such.

“Initial Term” has the meaning set forth in Section 13(a).

“Landowner” has the meaning set forth in the preamble.

“Master Lease” means that certain Master Lease dated effective October 15, 2021 between Landowner, as landlord, and DBR, as tenant, as the same may be amended from time to time.

“New Infrastructure” means any Produced Water Facilities developed by WBSL within the AMI Lands from and after the date of acquisition of the DBR Lands by Landowner, but does not include infrastructure acquired by WBSL from a non-affiliate.

“Notice of Default” has the meaning set forth in Section 14(a).

“Overdue Rate” means the rate per annum equal to the lesser of (i) 6% plus the prime rate specified under the caption “Money Rates” in the Wall Street Journal (New York edition) on the date that the applicable payment was required to have been made and (ii) the maximum rate permitted by Applicable Laws.

“Parties” or “Party” have the meanings set forth in the Preamble.

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“Person” means any individual, corporation, voluntary association, partnership, limited partnership, limited liability company, association, trust, incorporated organization, unincorporated organization, or any other entity or organization, or Governmental Authority.

“Planned Facility” has the meaning set forth in Section 2(b).

“Produced Water” means any produced water, flowback water, brine water, saltwater, associated incidental Hydrocarbons, trace amounts of oil industry chemicals or various trace solids, and any other water borne liquid substances each generated in connection with drilling for and producing Hydrocarbons. For the avoidance of doubt, Produced Water does not include Produced Water blended with fresh or brackish water.

“Produced Water Facilities” means facilities, infrastructure and equipment used for storage, transportation, recycling, treating, reuse, sale, and/or disposal (including by injection, evaporation or treatment) of Produced Water, including pipelines, commercial SWD Wells and related infrastructure.

“Reciprocal Rights” has the meaning set forth in Section 8(b).

“Renewal Term” has the meaning set forth in Section 13(a).

“Royalty” and “Royalties” have the meanings set forth in Section 4(a).

“Royalty Date” means the first day of the [***] after the Effective Date.

“Skim Oil” means all oil, condensate and other Hydrocarbons which are recovered from Produced Water using Produced Water Facilities.

“SWD Well” means a disposal well on the AMI Lands used for the purpose of injecting Produced Water into the ground.

“Term” means the Initial Term and each Renewal Term, cumulatively.

“Third Party” means any Person other than a TPR Party or a WBSL Party.

“TPR” has the meaning set forth in the Preamble.

“TPR Lands” has the meaning set forth in the Recitals.

“TPR Parties” means TPR and its Affiliates.

“Transaction Documents” means the agreements, instruments, certificates and other documents executed and delivered by any Party to another Party pursuant to this Agreement.

“Transfer” means to sell, assign, convey, lease or otherwise transfer the interest of a Party in and to this Agreement and/or all or any portion of the AMI Lands.

“WBSL” has the meaning set forth in the Preamble.

“WBSL Development Plan” has the meaning set forth in Section 2(c).

“WBSL Parties” means WBSL, DBR, Landowner and their respective Affiliates.

[***]

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(b) All references to any agreement or document shall be construed as of the particular time that such agreement or document may then have been executed, amended, varied, supplemented or modified. Capitalized terms shall have the meanings set forth in Section 1(a) unless the context otherwise requires. References in the singular shall include the plural. References to a particular article, section, subsection, paragraph, subparagraph, schedule, exhibit or appendix, if any, shall be a reference to such article, section, subsection, paragraph, subparagraph, schedule, exhibit or appendix in and to this Agreement. The words “include” and “including” shall include the phrase “without limitation.” Any reference to a Person shall include that Person’s permitted successors and assigns or any Person succeeding to that Person’s functions. Headings are for convenience of reference only and shall not affect the interpretation or construction of this Agreement. Any schedules or exhibits are fully incorporated and made part of this Agreement. The words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular Section or Article in which such words appear unless otherwise indicated. Any schedules or exhibits shall be read in conjunction with the provisions of the body of this Agreement, and such schedules or exhibits and the body of this Agreement shall be interpreted to give effect to the intent of the Parties as evidenced by their terms when taken as a whole, provided that in the event of an irreconcilable conflict between the terms of a schedule or exhibit and the provisions of the body of this Agreement, the provisions of the body of this Agreement shall control.

2. Produced Water Rights and Operations.

(a) Subject to the terms and conditions set forth herein, TPR hereby grants WBSL the non-exclusive right to develop, construct, and operate Produced Water Facilities (excluding evaporation facilities) on the TPR Lands for handling of Produced Water and the non-exclusive right of ingress and egress within the TPR Lands for the purposes of performing and exercising its rights under this Agreement. The Parties hereby agree that all Produced Water Facilities developed and constructed by WBSL on the TPR Lands pursuant to this Agreement and owned and/or operated by WBSL hereunder shall be subject to this Agreement, and all royalty payments and fees related to such Produced Water Facilities shall be paid in accordance with this Agreement and the applicable Transaction Document.

(b) If, from time to time during the Term, WBSL desires to develop Produced Water Facilities (excluding evaporation facilities) on the TPR Lands (each, a “Planned Facility”), then WBSL shall provide a written notice to TPR which notice shall describe the Planned Facility and provide information regarding the proposed route and/or location of the Planned Facility (including reasonably detailed preliminary plans and specifications for the Planned Facility, to the extent feasible without a survey or plat) and vertical depths of any SWD Well. [***]

(i) TPR will either approve or deny in writing the Planned Facility for survey within ten business days of receipt of WBSL’s notice of a Planned Facility in compliance with Section 2(b)(v). If TPR does not deny the Planned Facility in writing within ten business days, TPR will be deemed to have approved the Planned Facility for survey.

(ii) If TPR denies the Planned Facility for survey, then TPR will provide in the written notice of such denial (A) specific reasons supporting such denial in compliance with Section 2(b)(v), (B) a reasonable alternative route and/or location for the Proposed Facilities within the AMI Lands. TPR and WBSL will further reasonably cooperate with each other in good faith to identify a route/location that is reasonably acceptable to both Parties.

5

(iii) WBSL shall provide TPR with a surveyed plat accurately describing the approved proposed route and/or location of the Planned Facility, as well as corresponding share files (and/or other forms of spatial data that TPR and WBSL are then currently using in their geographical information systems), for TPR’s review and written approval prior to beginning any necessary activities related to the construction thereof.

(iv) TPR will either finally approve or deny the Planned Facility in compliance with Section 2(b)(v) within ten business days of receipt of reasonably complete information provided by WBSL under Section 2(b)(iii). If TPR does not deny the Planned Facility in writing within ten business days after receipt of such information, TPR will be deemed to have approved the Planned Facility. TPR shall promptly evidence its approval (including deemed approval) by providing WBSL with an executed surface lease or easement agreement needed to grant WBSL the rights to develop, construct and operate the Planned Facility (conditioned on receiving from WBSL the applicable fees in accordance with Section 2(c)), utilizing an agreement in substantially the same form as TPR’s applicable form lease or easement, revised as necessary to (A) reflect the applicable economic terms of this Agreement and ensure no duplication of Royalty payments, (B) provide the term for the SWD Well lease will run so long as the SWD Well is used continuously with no lapse of 180 consecutive days or more unless earlier terminated as provided therein, (C) otherwise be consistent with the terms of this Agreement and (D) such other changes as TPR and WBSL may agree.

(v) Notwithstanding anything to the contrary herein, TPR must act in good faith in determining whether to approve or deny or refuse to approve WBSL’s Planned Facility or the associated route or location.

(c) WBSL shall be solely responsible for the costs and expenses of developing, owning and operating its Produced Water Facilities on the TPR Lands, but shall have no obligation to construct any Produced Water Facilities. Each quarter, WBSL will provide TPR a map of existing WBSL facilities within the AMI Lands and projected development within the AMI Lands over the next 12 months (each, a “WBSL Development Plan”). Prior to any construction thereof, WBSL shall pay fees for pipeline right of way, surface damages and any other surface use related fees for Produced Water Facilities located on TPR Lands at the prevailing market rates.

(d) [***].

(e) In the event WBSL constructs any Produced Water Facilities on the TPR Lands in violation of the terms and conditions hereof, TPR shall be entitled to (a) seek immediate injunctive relief in addition to, and not in lieu of, any other rights or remedies TPR may have under this Agreement or otherwise, at law or in equity; (b) in its sole discretion, either require WBSL to remove or relocate the Produced Water Facilities and restore all areas of the land disturbed as a result thereof to TPR’s reasonable satisfaction; or (c) following thirty (30) days’ advanced notice, remove such Produced Water Facilities and restore all areas of the land disturbed as a result thereof and all reasonable costs incurred or suffered by TPR in connection with the performance of any such action shall be payable to TPR by WBSL upon demand.

3. Memorandum. Contemporaneously with the execution of this Agreement, the Parties shall execute a short form memorandum of agreement substantially in the form of Exhibit E. At any time after the Royalty Date, WBSL may file such memorandum in the real property records of Loving County to provide notice of the AMI Lands and the rights granted herein. If any AMI Lands are added to or permanently released from the terms of this Agreement, the Parties agree to amend the memorandum or file a release, as applicable, in the real property records reflecting the addition or release.

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4. Royalties and Payment.

(a) Subject to the further provisions regarding royalties and payments below, WBSL will pay the following royalties to TPR, without duplication (each a “Royalty” and together the “Royalties”):

(i) [***] per Barrel of Produced Water disposed of or transported, in either case, utilizing New Infrastructure on or within the Contiguous DBR Lands, and not ever crossing any part of the Checkerboard Lands (each such applicable Barrel of Produced Water, an “Applicable CDBRL Barrel”);

(ii) [***] per Barrel of Produced Water disposed of or transported, in either case, utilizing New Infrastructure on or within the Checkerboard Lands; and

(iii) [***] of gross proceeds received by WBSL from Skim Oil recovered by WBSL utilizing New Infrastructure within the AMI Lands.

(b) The obligation of WBSL to pay (x) the Royalties set forth in Section 4(a)(iii) with respect to Skim Oil attributable to the Applicable CDBRL Barrels and (y) the Royalties set forth in Section 4(a)(i) shall be suspended as of the Effective Date and shall remain suspended until the [***] anniversary of the Royalty Date, or until the date that WBSL has reached [***], whichever occurs first (such earlier date, the “Capacity Achievement Date”).

(i) Until the Capacity Achievement Date, in lieu of the suspended Royalties described in the introductory paragraph of this Section 4(b), WBSL shall pay to TPR [***] (the “Alternate Royalty”).

(ii) [***].

(iii) The Annual Volume will be prorated as applicable for the Alternate Royalty Year in which the Capacity Achievement Date occurs and, promptly following the Capacity Achievement Date, WBSL will pay the Alternate Royalty on any remaining deficiency for the Annual Volume for any prior Alternate Royalty Year and any deficiency in the prorated Annual Volume for the current Alternate Royalty Year, if applicable.

(iv) For the avoidance of doubt, the Alternate Royalty shall not apply to any Barrels of Produced Water disposed of or transported, in either case, utilizing New Infrastructure on or within the Checkerboard Lands, and WBSL shall be obligated to pay the Royalties set forth in Section 4(a)(ii) and Section 4(a)(iii) above for such Barrels.

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(c) Notwithstanding anything herein to the contrary, on and after the Capacity Achievement Date WBSL shall pay:

(i) the Royalty set forth in Section 4(a)(i) in respect of [***] of the Applicable CDBRL Barrels up to the Capacity Threshold [***];

(ii) the Royalty set forth in Section 4(a)(i) on all Applicable CDBRL Barrels in excess of the Capacity Threshold; and

(iii) the Royalty set forth in Section 4(a)(iii) on Skim Oil attributable to all Applicable CDBRL Barrels in excess of the Capacity Threshold [***].

(d) Every [***] anniversary of January 1, 2022, the Royalties [***] shall automatically be adjusted by the percentage increase in in the Consumer Price Index, as published by the Bureau of Labor Statistics of the United States Department of Labor for All Urban Consumers, specifically, the “All Items” Unadjusted Expenditure Category, for December 31, 2021 and for December 31 of the year immediately preceding the applicable increase, but in no event shall the percentage increase be less than [***] of the Royalties amounts from the previous five year term, or more than [***] of the Royalties amounts from the previous [***] year term.

(e) No later than the 25th day of each month WBSL shall deliver to TPR a statement setting forth, for the preceding month, the Produced Water volumes and Skim Oil sales for which WBSL owes a payment pursuant to Sections 4(a)-(c), together with a calculation of the respective amounts owed.

(f) No later than the 25th day of each month, each of DBR and TPR shall deliver to the other Party a statement setting forth, for the preceding month, any payments owed by such delivering Party pursuant to Section 5(b).

(g) Payment in full of any amounts due from any Party as reflected on the applicable statement shall be made by wire transfer on or before the last business day of the subsequent month (the “Due Date”). If a Party fails to pay the amount of any statement within 60 days after the date of such statement, interest on such amounts will accrue from the Due Date through and including the date such Party actually makes payment, at the Overdue Rate.

(h) At any time on no less than 30 days’ notice (but no more frequently than twice in any 12-month period so long as a Default by the other Party is not occurring), any Party may, at the sole cost and expense of such Party, conduct an audit of any other Party’s records, including the examination of accounts, invoices and other documents related to the AMI Lands and/or operations pursuant to this Agreement, and including records of Produced Water disposed of, and/or transported, as the case may be. Such examination shall use electronic records or, solely to the extent original documents are required, take place in the office location where such books and records are kept in the normal course of business; provided that no examination may unreasonably interfere in the ongoing job responsibilities of the personnel of any Party.

(i) WBSL shall provide, operate and maintain properly calibrated flow meters at each (i) SWD Well owned or operated by WBSL on the AMI Lands, (ii) point at which one of WBSL’s Produced Water pipelines brings Produced Water onto the AMI Lands, (iii) point at which one of WBSL’s Produced Water pipelines brings Produced Water onto the Checkerboard Lands from the Contiguous DBR Lands, (iv) receipt point on the AMI Lands at which Produced Water originally produced on the AMI Lands enters WBSL’s Produced Water Facilities, and (v) any other necessary locations on the Produced Water Facilities, all to the extent necessary to calculate the amounts owed by any WBSL Party pursuant to Section 4 and in compliance with all Applicable Laws, rules and regulations.

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(j) [***]

5. Third Party Water Midstream Development on AMI Lands.

(a) [***]

(b) Each of DBR and TPR shall promptly inform the other Party of any agreements in respect of 3P Royalties, and DBR shall pay to TPR, and TPR shall pay to DBR, on a monthly basis and within 30 days of receipt, an amount equal to [***] of all 3P Royalties received by such Party. If a joint agreement is entered into by DBR, TPR and the applicable Third Party, the agreement will direct the payments to be made in accordance with this paragraph.

(c) In no event shall Section 5(a) (i) prevent or restrict Third Parties from utilizing land rights acquired prior to the Effective Date or constructing facilities utilizing such land rights acquired prior to the Effective Date, in both cases solely to the extent permitted in agreements existing on the Effective Date (as such agreements existed on the Effective Date) or (ii) require any Party’s consent under Section 5(a) for the matters described in Section 5(c)(i)).

6. Produced Water Opportunities Within the AMI Lands; TPR Purchase of Produced Water in New Mexico; Produced Water Opportunities Outside the AMI Lands.

(a) [***] WBSL will use commercially reasonable efforts to market, sell and redeliver Produced Water for use in oil and gas drilling and completion operations within the AMI Lands. If a TPR Party becomes aware of such an opportunity, TPR will promptly inform WBSL and WBSL will have the right to pursue the opportunity. WBSL shall pay TPR for all Produced Water (including recycled, treated, and raw Produced Water) sold, treated or redelivered by WBSL under this Section 6(a) as follows (the “Fees”):

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i. [***] of the gross proceeds WBSL receives for such sale, treatment, or redelivery, net of WBSL’s actual and documented direct out of pocket operating expenses directly incurred in delivering such volumes of Produced Water from WBSL’s pipeline risers or skim oil recovery facilities to customer take points, plus the operating expenses for redelivery, recycling and treatment set forth in the table below. [***].

Service	Operating Expense
Redelivery of Raw Water	[***]
Light Oxidation Treatment to meet following spec: •  ORP > 150 •  PH 6-8 •  Iron < 15 •  Turbidity < 300 •  H2S < 1	[***]
Full Oxidation Treatment to meet following spec: •  ORP > 400 •  PH 6-7.5 •  Iron < 5 •  Turbidity < 100 •  H2S Non-Detect	[***]
Other recycling/treatment and/or water quality specs not listed above	[***]

ii. If WBSL sells Produced Water to an affiliated party or uses Produced Water in its own operations, the gross proceeds used to determine the Fees for such Produced Water pursuant to Section 6(a)(i) will be the average Produced Water sale price WBSL received from unaffiliated third parties for sales of Produced Water under this Section 6(a) within the preceding six full months; provided that if any such affiliated party resells such Produced Water (without blending or otherwise changing the character of such Produced Water), directly or indirectly, to an unaffiliated third party under this Section 6(a), WBSL shall provide TPR with all relevant information regarding such sale, and TPR shall have the option to have the Fees determined in accordance with Section 6(a)(i), using such third party price as the “gross proceeds”.

iii. If WBSL markets, sells or redelivers Produced Water (including recycled, treated and raw Produced Water) for use in oil and gas drilling and completion operations outside the AMI Lands, or provides the treatment and delivery services required in connection therewith, and (A) such Produced Water utilizes any New Infrastructure on TPR Lands (including pipelines used to transfer

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Produced Water) or (B) such Produced Water is otherwise transported from the Contiguous DBR Lands for use in oil and gas drilling and completion operations in Texas, including by utilizing WBSL’s Produced Water infrastructure located in New Mexico, then WBSL shall pay TPR for such volumes of Produced Water in accordance with this Section 6(a); except that the reference in Section 6(a)(i) to [***] shall instead be [***] with respect to all such Produced Water volumes.

(b) [***]

(c) To the extent WBSL or its Affiliates owns or controls Produced Water in New Mexico, TPR or its designated Affiliate may purchase such Produced Water from WBSL’s facilities in New Mexico on a non-exclusive, interruptible basis to the extent reasonably requested by TPR or its designated Affiliate and delivered to TPR or its designated Affiliate at the existing pipeline operating pressure (i.e. no boost pumps required). TPR or its designated Affiliate will pay WBSL [***] for all volumes taken pursuant to this Section 6(c) and shall have possession and control of, and be responsible for all liabilities associated with, any such Produced Water once such Produced Water leaves WBSL’s facility. TPR and WBSL representatives will discuss such opportunities in their discussions addressing other matters under this Agreement.

(d) [***]

7. Withdrawal of Protests.

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

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[***]

[***]

[***]

[***]

8. Assignment.

(a) WBSL may not Transfer its interest in this Agreement, in whole or in part, without the express prior written consent of TPR, which may be withheld by TPR at its sole discretion for any reason or no reason. Notwithstanding the foregoing, WBSL may assign all, but not less than all, of its interest in this Agreement without TPR’s consent to an Affiliate of WBSL, provided that WBSL gives prior written notice to TPR. In the event of a permitted Transfer hereunder, such party shall agree in writing to be bound by the terms of this Agreement and WBSL shall furnish to TPR a copy of such agreement within thirty (30) days of such assignment. For the avoidance of doubt, no assignment by WBSL of this Agreement or any rights hereunder shall relieve WBSL of any subsequent liability and WBSL shall remain primarily liable for any and all obligations under this Agreement unless the express written release of such liability shall be obtained from TPR. WBSL may not engage in a series of transactions that both (i) result in this Agreement or an interest herein being owned by a non-Affiliate and (ii) are designed to avoid the consent requirements set forth in this Section 8(a).

(b) TPR may not Transfer its rights under Section 9 (including its rights to make the election under Section 9 and the rights it obtains or would obtain under this Agreement as a result of making such election) (collectively, the “Reciprocal Rights”), in whole or in part, without the express prior written consent of DBR, which may be withheld by DBR at its sole discretion for any reason or no reason. Notwithstanding the foregoing, TPR may assign all, but not less than all, of the Reciprocal Rights without DBR’s consent to an Affiliate of TPR, provided that TPR gives prior written notice to DBR. In the event of a permitted Transfer hereunder, such party shall agree in writing to be bound by the terms of this

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Agreement and TPR shall furnish to DBR a copy of such agreement within thirty (30) days of such assignment For the avoidance of doubt, no assignment by TPR of this Agreement or any rights hereunder shall relieve TPR of any subsequent liability and TPR shall remain primarily liable for any and all obligations under this Agreement unless the express written release of such liability shall be obtained from DBR. TPR may not engage in a series of transactions that both (i) result in the Reciprocal Rights or an interest therein being owned by a non-Affiliate and (ii) are designed to avoid the consent requirements set forth in this Section 8(b).

(c) Any Transfer of all or any portion of the AMI Lands by a Party shall be made expressly subject to this Agreement. In the event that TPR Transfers less than all of the TPR Lands to any Third Party, such Third Party shall not have any rights to receive any amounts payable to TPR pursuant to Section 4 unless specifically assigned to such Third Party.

(d) Any Transfer in violation of this Section 8 shall be void ab initio. The Parties shall cause any Person obtaining an ownership interest in AMI Lands to join this Agreement. No Transfer by one Party shall be binding upon any other Party until the transferring Party has furnished each other Party with a copy of the instrument evidencing the Transfer.

(e) For the avoidance of doubt, none of the following shall be restricted by this Section 8 (and no consent shall be required for), (i) a change of control of, or sale, assignment or other transfer of equity of, any Party or any of its Affiliates (except to the extent in conflict with the last sentence of Section 8(a) or the last sentence of Section 8(b)), or (ii) a sale, assignment or transfer by DBR, Landowner or TPR of any or all of the AMI Lands or rights thereto (subject to compliance with Sections 8(c) and 8(d)).

9. Reciprocity. The Parties acknowledge and agree that TPR, at any time during the Term of this Agreement after the [***] shall have the option to exercise the same rights and enjoy the same benefits with respect to the DBR Lands as have been granted and otherwise made available to WBSL hereunder, financial and otherwise, with respect to the TPR Lands upon not less than thirty (30) days’ prior written notice to WBSL, DBR, and Landowner (the date on which such election becomes effective, the “Election Date”); [***] Each reference to “TPR” in this Section 9 will be read as “TPR or its designated Affiliate.” If TPR properly exercises such option, the following will apply:

(a) From and after the Election Date, subject to Sections 9(b) and 9(e), as between TPR, Landowner and DBR, (i) TPR shall have the same rights and obligations under this Agreement with respect to the DBR Lands as WBSL has under this Agreement vis a vis TPR with respect to the TPR Lands; [***].

(b) Notwithstanding anything to the contrary in this Agreement, the rights and obligations of TPR and DBR under Section 9(a) shall be subject to the following:

(i) [***]

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(ii) TPR facilities on DBR Lands may not unreasonably interfere with any then existing WBSL facilities or any facilities set forth in the most recent WBSL Development Plan.

(iii) The Royalties payable by TPR shall be those set forth in Sections 4(a)(ii) and 4(a)(iii), as the same may be adjusted from time to time pursuant to Section 4(d), and such Royalties shall be owed with respect to all volumes of Produced Water that enter or are transported through TPR’s Produced Water Facilities. For the avoidance of doubt, neither Section 4(b) nor Section 4(c) shall apply to TPR’s obligations to pay Royalties.

(c) Subject to Section 9(b) and 9(e), the rights and obligations set forth in Section 9(a) shall be upon the same terms and conditions as otherwise provided in this Agreement, without any requirement to amend this Agreement or execute any additional documentation, provided that the Parties hereto shall execute such commercially reasonable documentation in confirmation of the foregoing as either TPR or its Affiliates or DBR or Landowner may reasonably request. Such reciprocal rights and benefits shall be applicable to the DBR Lands to the same extent as the rights and benefits of WBSL to the TPR Lands. For the avoidance of doubt, nothing in this Section 9 or the implementation thereof shall in any manner diminish or otherwise adversely affect any of WBSL’s rights or obligations under this Agreement.

(d) [***]

(e) [***]

10. Insurance. Each Party shall carry insurance with responsible carriers as set forth on Schedule 2. Each WBSL Party required to carry insurance pursuant to this Agreement shall name TPR as an additional insured, and each TPR Party required to carry insurance pursuant to this Agreement shall name DBR, Landowner and WBSL as additional insureds. Each Party will provide copies of such insurance policies (and certificates of insurance) to any other Party within ten days of such other Party’s request for same. Each Party agrees that its obligation to carry and maintain insurance pursuant to this Section 10 shall be independent of its indemnity obligations herein. All insurance policies required pursuant to this Section 10 shall provide for waivers of subrogation among the Parties. Industry standard blanket endorsements may be utilized to satisfy the additional insured and waiver of subrogation requirements. Upon request, a Party will promptly provide the other Parties with a copy of all reports made by its insurers or to others of accidents or occurrences occurring on the AMI Lands.

11. State and Federal Laws, Rules and Regulations. All of the terms and provisions of this Agreement are hereby expressly made subject to Applicable Laws. Each Party shall prepare and file all such applications, notices, reports and other information concerning its operations to the extent required by Applicable Law. Each Party shall bear its own expenses incurred in participating in any hearings or proceedings.

12. Force Majeure. If any Party is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, other than the obligation to make money payments, that Party shall give to all other Parties prompt written notice of the Force Majeure with reasonably full

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particulars concerning it; thereupon, the obligations of the Party giving the notice, other than the obligation to make money payments, so far as they are affected by the Force Majeure, shall be suspended during, but no longer than, the continuance of the Force Majeure. The affected Party shall use commercially reasonable efforts to remedy the Force Majeure as quickly as possible. The requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes, lockouts, or other labor difficulty by the Party involved, contrary to its wishes; how all such difficulties shall be handled shall be entirely within the discretion of the Party concerned. The term “Force Majeure” as used in this Agreement means an act of God, strike, lockout, or other industrial disturbance, act of public enemy, war, blockade, public riot, lightning, fire, storm, flood, explosion, epidemic, pandemic, governmental restraint, any action or inaction by any Governmental Authority, unavailability of equipment, and any other cause, whether of the kind specifically enumerated above or otherwise, that is not reasonably within the control of the Party claiming suspension.

13. Term and Termination.

(a) The term of this Agreement shall commence on the Effective Date and shall continue until the fifteenth anniversary of the Effective Date (the “Initial Term”) and shall continue thereafter for successive one year terms (each, a “Renewal Term”) until any Party gives the other Parties written notice at least 180 days prior to the end of the Initial Term or any Renewal Term of its intent to terminate this Agreement, following which this Agreement will terminate at the end of the then-current Initial Term or Renewal Term. No Party may terminate this Agreement except as provided in this Section 13(a) or Section 14.

(b) The termination of this Agreement shall not relieve any Party hereto from any payment, liability or other obligation or any remedy therefor which has accrued or attached prior to the date of such termination. Upon termination of this Agreement and the satisfaction of all obligations hereunder, in the event a memorandum of this Agreement has been filed of record, each Party is authorized to file of record in all necessary recording offices a notice of termination, and each Party hereto agrees to execute such notice of termination as to each other Party’s interest, upon request of any Party, if such requesting Party has satisfied its financial obligations.

(c) Notwithstanding anything in this Agreement to the contrary, upon termination of this Agreement, (i) WBSL shall retain ownership of its Produced Water Facilities on the AMI Lands and the rights to operate such Produced Water Facilities in accordance with any Transaction Documents, (ii) TPR shall continue to receive (x) payments as set forth in Section 4 with respect to the New Infrastructure that is located on the AMI Lands and exists as of the date of the termination and (y) payments as set forth in Section 6(a) with respect to Produced Water (including recycled, treated and raw Produced Water) marketing, sales and redelivery, and treatment and delivery services required in connection therewith, for use in oil and gas drilling and completion operations within or outside the AMI Lands, and (iii) all other agreements entered into by WBSL and TPR with respect to the TPR Lands will continue in full force and effect. For the avoidance of doubt, WBSL shall not be permitted under this Agreement to construct Produced Water Facilities on the TPR Lands following termination of this Agreement. Further, upon termination of this Agreement, the provisions of this Agreement which are intended to extend beyond its termination, including the liability, warranty, and confidentiality provisions, and the provisions applicable to the enforcement of those provisions and/or the enforcement of rights and obligations incurred hereunder that are not fully discharged prior to the termination of this Agreement, shall survive termination to the extent necessary to effect the intent of the Parties and/or enforce such rights and obligations. For the avoidance of doubt, in addition to and not in limitation of the rights otherwise described in this Section 13(c), the following Sections of this Agreement shall survive the termination of this Agreement: Sections 4, 11, 13, 15, 17, 18, 21, 22, 23 and 29.

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14. Defaults and Remedies. If any Party fails to pay any amount owed, or fulfill any other financial obligation under this Agreement within the time period required for such payment hereunder, or fails to perform any of its material obligations pursuant to this Agreement (any such event, a “Default”) then in addition to any other remedies provided for in this Agreement, the remedies set forth below shall apply. Any Default by WBSL shall be a Default solely by WBSL and not any of DBR or Landowner, unless DBR and/or Landowner is independently in Default, and vice versa. Election of any one or more of the following remedies shall not preclude the subsequent use of any other remedy specified below or any other remedy available by Applicable Law to a non-defaulting Party.

(a) Any Party may deliver to the Party in default a notice of Default (“Notice of Default”), which specifies the Default, specifies the action to be taken to cure such Default, and specifies that failure to take such action will result in the exercise of one or more of the remedies provided in this Section. If the Default is not cured within 30 days following the delivery of such Notice of Default (which 30 day period will be extended for so long as the Party in Default has commenced attempting to cure within the initial 30 day period and continues to diligently pursue a cure, up to a maximum of 90 additional days), all of the rights of the defaulting Party granted by this Agreement may, upon notice, be suspended until the Default is cured, without prejudice to the right of the non-defaulting Party or Parties to continue to enforce the obligations of the defaulting Party previously accrued or thereafter accruing under this Agreement. The rights of a defaulting Party that may be suspended hereunder at the election of the non-defaulting Parties shall include the right to receive information related to the AMI Lands or the operations thereon conducted during the period of such Default and the right to receive payment pursuant to Section 4. Further, without prejudice to the other rights and remedies of the non-defaulting Party or Parties, each non-defaulting Party shall be entitled to offset any amounts owing from the defaulting Party pursuant to this Agreement against any amounts owed to such non-defaulting Party.

(b) In the event any Party shall be required to bring legal proceedings to enforce this Agreement, then the prevailing Party shall also be entitled to recover all court costs, costs of collection, and reasonable attorney’s fees.

15. Payment of Taxes. Each Party shall report its own income and expenses on its respective individual or consolidated tax returns, and shall be responsible for its own taxes resulting therefrom (whether local, state, or federal). For the avoidance of doubt: (i) the applicable WBSL Parties will pay all taxes levied on Produced Water or attributable to their Produced Water Facilities, the Produced Water operations, and the DBR Lands, together with any corporate income taxes, ad valorem, and property or similar taxes of the WBSL Parties; (ii) the applicable TPR Parties will pay all taxes levied on their operations, and the TPR Lands, together with any corporate income taxes, ad valorem, and property or similar taxes of the TPR Parties, and (iii) no Party shall deduct amounts for taxes from the payments made pursuant to Section 4. In the event of any conflict between this Section 15 and the taxes provision of any Transaction Document, the obligations of such Transaction Document shall control.

16. Costs and Expenses. All costs and expenses incurred in connection with this Agreement and each Transaction Document and the transactions contemplated hereby and thereby shall be paid by the Party incurring such costs and expenses.

17. Confidentiality. At all times during the term of this Agreement the Parties shall have access at all reasonable times to the books and records of the other Parties to the extent related to this Agreement or operations on the AMI Lands (subject to Section 4(h)); provided that each Party shall hold in confidence, and shall require its Affiliates, and its and their respective principals, officers, employees, representatives and agents to hold in confidence the terms of this Agreement and all of the following information belonging to any other Party: (i) any accountings, (ii) all information pertaining to revenues and expenses, (iii) any records or other financial information provided by or on behalf of a Party related to the New Infrastructure on the AMI Lands, (iv) any books, records, computer printouts, designs or information regarding Produced

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Water Facilities, and (v) any other proprietary information regarding Produced Water Facilities on the AMI Lands (collectively, “Confidential Information”). No Party may disclose such Confidential Information to others or permit the use of such Confidential Information by others for their benefit or to the detriment of any other Party hereto; provided that each Party may disclose Confidential Information (i) to any other Party or its or their Affiliates and their respective principals, officers, employees, representatives, agents, working interest owners, investors, potential investors, lenders, potential financing sources and bona fide prospective acquirors and (ii) as required by Applicable Law, including complying with any applicable disclosure obligations in connection with any securities offering or periodic or current reporting requirement, or any rule or requirement of any national securities exchange, or as required or requested pursuant to legal, administrative or judicial process, including an audit or examination by a regulator or self-regulatory organization (including by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process); provided that, in the case of disclosure under this clause (ii), the disclosing Party shall use commercially reasonable efforts to minimize the disclosure of Confidential Information, including if applicable by requesting confidential treatment in respect of such Confidential Information. Notwithstanding anything herein to the contrary, the following information shall not constitute “Confidential Information”: (x) information which was known to the receiving Party on a non-confidential basis prior to being furnished to the receiving Party by the disclosing Party; (y) information disclosed to the receiving Party by third parties that, to the knowledge of the receiving Party, are not bound by restrictions on disclosure with the disclosing Party with respect to such information; or (z) information that is or hereafter becomes generally available to the public other than through a breach of this Agreement by the receiving Party or its Affiliates, or any of its or their respective principals, officers, employees, representatives and agents.

18. Relationship of the Parties. This Agreement shall not be construed as creating a partnership or joint venture of any kind among the Parties. The rights of the Parties shall be individual and not joint or collective. NOTWITHSTANDING ANY DUTY (INCLUDING ANY FIDUCIARY DUTY) THAT MAY OTHERWISE EXIST AT LAW OR IN EQUITY, TO THE FULLEST EXTENT PERMITTED BY LAW, (I) NO PARTY SHALL HAVE A FIDUCIARY DUTY TO ANY PERSON BOUND BY THIS AGREEMENT, AND (II) THE SOLE DUTIES, IF ANY, OF EACH PARTY TO THIS AGREEMENT AND ITS RESPECTIVE AFFILIATES TO ANY PERSON BOUND BY THIS AGREEMENT SHALL BE LIMITED TO THE CONTRACTUAL DUTIES IMPOSED BY THIS AGREEMENT.

19. Covenants Binding. All of the terms and provisions of this Agreement shall extend to, and be binding upon, the Parties, their respective heirs, representatives, successors and assigns, and shall constitute covenants running with the land with respect to the AMI Lands.

20. Further Assurances. The Parties agree to take such further actions, including the execution and delivery of any documents, as may be required, necessary, or desirable for the performance of this Agreement and the Transaction Documents.

21. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under the present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of the Agreement, and the remaining provisions of this Agreement shall remain in full force and effect.

22. Governing Law; Dispute Resolution; Waiver of Jury Trial.

(a) This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of Texas without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.

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(b) Each Party agrees to attempt in good faith to resolve disputes prior to filing suit. Within five days following delivery of written notice by one Party to another of a perceived breach or other dispute, a senior executive of each Party will meet together in person (or if agreed by both parties, via telephone) to discuss ways to correct the dispute prior to taking further action.

(c) EACH PARTY SHALL BRING ANY ACTION OR PROCEEDING IN RESPECT OF ANY CLAIM ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES HEREUNDER EXCLUSIVELY IN ANY FEDERAL OR STATE COURT LOCATED IN MIDLAND COUNTY, TEXAS, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND HEREBY SUBMITS TO THE JURISDICTION OF, AND WAIVES ANY OBJECTION OF INCONVENIENT FORUM WITH RESPECT TO, SUCH COURTS. EACH OF THE PARTIES HEREBY KNOWINGLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY OF ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING FROM, IN CONNECTION WITH, OR IN ANY WAY RELATING TO THE NEGOTIATION, FORMATION, CONSTRUCTION, INTERPRETATION, PERFORMANCE, NON-PERFORMANCE, AND/OR BREACH OF THIS AGREEMENT.

(d) NOTWITHSTANDING ANY CONTRARY IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY PUNITIVE, CONSEQUENTIAL (EXCEPT TO THE EXTENT CONSTITUTING DIRECT DAMAGES), INCIDENTAL OR INDIRECT DAMAGES, OF ANY TYPE OR CHARACTER, INCLUDING LOSS OF PROFIT, LOSS OF PRODUCTION, REVENUE OR ANTICIPATED BUSINESS ARISING FROM OR RELATED IN ANY WAY TO THIS AGREEMENT, WITHOUT REGARD TO THE CAUSE(S) THEREOF, EXCEPT TO THE EXTENT A PARTY IS LIABLE TO AN UNRELATED THIRD PARTY FOR THE SAME.

23. Entire Agreement; Headings; Precedence. This Agreement, together with the Transaction Documents, constitutes the entire agreement of the Parties relating to the subject matter hereof, and supersedes all previous agreements, written or oral. Except as provided otherwise in this Agreement, this Agreement may not be amended or modified except by an instrument in writing signed by all Parties. In the event of an irreconcilable conflict between the terms of any Transaction Document and the provisions of this Agreement, the provisions of this Agreement shall control.

24. Limitation of Grant. Any and all uses of the AMI Lands other than those expressly granted by this Agreement to any Party are deemed to be reserved by the owner of such property and are not intended to be granted, and are not granted, to any Party by this Agreement. Any use beyond the scope of rights expressly granted to the Parties, respectively, by the terms herein must be expressly agreed upon in writing by the Parties, with valid consideration agreed upon and tendered to owner of the affected portion of the AMI Lands before such additional rights to use of the AMI Lands described herein commence.

25. Independent Counsel. Each Party acknowledges that it has had sufficient opportunity to, and has, consulted with its attorneys.

26. Multiple Counterparts. This Agreement may be executed in one document signed by all Parties, or in separate documents, which shall be counterparts hereof, or may be joined in, confirmed and ratified by any and all necessary parties by a separate document specifically referring this Agreement.

27. No Third Party Beneficiaries. This Agreement does not create any rights, claims or benefits inuring to any person that is not a Party hereto nor create or establish any third party beneficiary hereto.

28. Acknowledgement and Ratification. As necessary to ensure that this Agreement survives termination or expiration of the Master Lease, during the Term, by executing this Agreement, Landowner hereby acknowledges and ratifies the terms and conditions of this Agreement. Upon termination or expiration of the Master Lease, all of DBR’s rights and obligations under this Agreement shall automatically, ipso facto revert to Landowner, as successor in interest to DBR, and Landowner shall provide written notice to the other Parties of such reversion.

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29. Certain Representations and Covenants. Each Party represents and warrants to the other Party, as of the Effective Date, that (a) it is duly formed and existing and in good standing under its jurisdiction of formation (and is in good standing with all regulatory agencies having jurisdiction over it), and is duly qualified to do business under the laws of such jurisdiction and each other jurisdiction in which such qualification is required to perform its obligations under this Agreement, (b) it has the limited liability company or corporate power and authority to execute and deliver this Agreement, perform its obligations under this Agreement, cause this Agreement to burden the DBR Lands (with respect to DBR and Landowner) and the TPR Lands (with respect to TPR), and to grant the rights granted to other Parties by this Agreement and (c) this Agreement has been duly executed and delivered by it and is legally binding upon it (assuming that the other Party has duly executed and delivered this Agreement), enforceable in accordance with its terms. Each Party covenants to take all actions necessary to maintain its good standing with regulatory agencies having jurisdiction over it (except where a failure to do so would not materially and adversely affect the ability of such Party to comply with this Agreement).

30. Specific Performance. Notwithstanding anything to the contrary in this Agreement, each Party recognizes and acknowledges that a breach by it of any applicable covenants, agreements or obligations contained in this Agreement shall cause the other Party to sustain irreparable harm for which they would not have an adequate remedy at law, and therefore in the event of any such breach the aggrieved Party shall, without the posting of bond or other security (any requirement for which each Party hereby waives), be entitled to the remedy of specific performance of such covenants, agreements and obligations, including injunctive and other equitable relief, in addition to any other remedy to which it might be entitled, (a) a Party shall be entitled to an injunction or injunctions to prevent breaches of any covenants, agreements or obligations contained in this Agreement and (b) in the event that any action or suit is brought in equity to enforce such covenants or agreements, neither Party shall allege, and each Party hereby waives the defense or counterclaim, that there is an adequate remedy at law.

[Signature Page Follows]

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EXHIBIT A

ADDRESSES FOR NOTICE

If to TPR:

Texas Pacific Resources LLC

1700 Pacific Avenue, Suite 2900

Dallas, Texas 75201

Attention: Kevin Pierce, Director of Land

Email: [***]

With a copy to:

1700 Pacific Avenue, Suite 2900

Dallas, Texas 75201

Attention: Katie Keenan, Legal Department

Email: [***]

If to WBSL, DBR or Landowner:

DBR Land LLC

Delaware Basin Ranches Inc.

WaterBridge Stateline LLC

306 W. Wall Street, Suite 500

Midland, TX 79701

Attention: CEO; General Counsel

Email: [***]

EXHIBIT B

FORM OF MEMORANDUM OF AGREEMENT

(See attached)

EXHIBIT B

MEMORANDUM OF PRODUCED WATER FACILITIES AND ACCESS AGREEMENT

THIS MEMORANDUM OF PRODUCED WATER FACILITIES AND ACCESS AGREEMENT (this “Memorandum”) is entered into effective as of March 8, 2022 (the “Effective Date”), by and among Texas Pacific Resources LLC, a Texas limited liability company with an address of 1700 Pacific Avenue, Suite 2900, Dallas, Texas 75201 (“TPR”), DBR Land LLC, a Delaware limited liability company with an address of 840 Gessner Road, Suite 100, Houston, Texas 77024 (“DBR”), Delaware Basin Ranches Inc., a Texas corporation with an address of 840 Gessner Road, Suite 100, Houston, Texas 77024 (“DB Ranches”), and WaterBridge Stateline LLC, a Delaware limited liability company with an address of 840 Gessner Road, Suite 100, Houston, Texas 77024 (“WBSL”). TPR, DBR, DB Ranches and WBSL are hereinafter sometimes referred to singularly as a “Party” and collectively as the “Parties.” Capitalized terms used in this Memorandum but not defined herein have the meaning ascribed to such terms in the Agreement (as defined below).

RECITALS

WHEREAS, the Parties entered into that certain Produced Water Facilities and Access Agreement, dated as of the Effective Date (as such agreement may be modified or amended and restated from time to time, the “Agreement”), that provides, among other things, the terms and conditions related to the development, construction and operation of Produced Water Facilities, and the marketing, sale and redelivery of Produced Water, in each case on the properties owned by TPR in Reeves and Loving Counties, Texas, that are described as “TPR Lands” on Exhibit A hereto (the “TPR Lands”) and the properties owned or leased by DBR and DB Ranches in Reeves and Loving Counties, Texas, that are described as “DBR Lands” on Exhibit B hereto (the “DBR Lands”); and

WHEREAS, the Parties desire to file this Memorandum of record in the real property records of Reeves and Loving Counties, Texas, to give notice of the existence of the Agreement and certain provisions contained therein.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Notice. Notice is hereby given of the existence of the Agreement and all of its terms, covenants and conditions to the same extent as if the Agreement was fully set forth herein. Certain provisions of the Agreement are summarized in Sections 2 through 4 below.

2. Grant of Rights.

a. Right to Develop Facilities. Subject to the terms and conditions of the Agreement, TPR granted to WBSL the non-exclusive right to develop, construct, and operate Produced Water Facilities (excluding evaporation facilities) on the TPR Lands for handling Produced Water and the non-exclusive right of ingress and egress within the TPR Lands for the purposes of performing and exercising its rights under the Agreement, in each case pursuant to such leases and easements as are mutually agreed to by TPR and WBSL.

b. Produced Water Sales. Subject to the terms and conditions of the Agreement, TPR granted WBSL the right to market, sell and redeliver Produced Water (including recycled, treated, and raw Produced Water), and to provide the treatment and delivery services required in connection therewith, for use in oil and gas drilling and completion operations within the TPR Lands.

c. Reciprocity. Subject to the terms and conditions of the Agreement, DBR and DB Ranches granted unto TPR the option to exercise the same rights and enjoy the same benefits with respect to the DBR Lands as have been granted and otherwise made available to WBSL, financial and otherwise, with respect to the TPR Lands.

3. Covenant Running with the Land. The Parties agree that the Agreement, and the rights granted thereunder and obligations contained therein (including payment obligations), shall be covenants running with the TPR Lands and DBR Lands and shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. Any sale, conveyance, grant, transfer, assignment or other disposition of all or any portion of the TPR Lands and the DBR Lands shall be made expressly subject to the Agreement, and the Agreement or the applicable portion hereof shall be assumed by the purchaser or assignee.

4. Certain Definitions.

“Produced Water” means any produced water, flowback water, brine water, saltwater, associated incidental hydrocarbons, trace amounts of oil industry chemicals or various trace solids, and any other water borne liquid substances each generated in connection with drilling for and producing hydrocarbons. Produced Water does not include Produced Water blended with fresh or brackish water.

“Produced Water Facilities” means facilities, infrastructure and equipment used for storage, transportation, recycling, treating, reuse, sale, and/or disposal (including by injection, evaporation or treatment) of Produced Water, including pipelines, commercial SWD Wells and related infrastructure.

5. No Amendment to Agreement. This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor modify the Agreement or any other agreement entered into by the Parties in connection with the Agreement in any way. Notwithstanding anything herein to the contrary, in the event of a conflict between the provisions of the Agreement and this Memorandum, the provisions of the Agreement shall control in all respects.

6. Execution in Counterparts; Amendment. This Memorandum may be executed in counterparts, including by electronic transmission, each of which so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. The terms of this Memorandum may only be modified or amended by an instrument in writing, fully executed by the Parties.

[Signature Page Follows]

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IN WITNESS WHEREOF, intending to be legally bound, the Parties have executed this Memorandum as of the date first written above.

WaterBridge Stateline LLC,

a Delaware limited liability company

By:

Name: Harrison Bolling

Title: SVP and General Counsel

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

This document was acknowledged before me on _________________________, 2022, by Harrison Bolling, SVP and General Counsel of WaterBridge Stateline LLC, a Delaware limited liability company, on behalf of said company.

	Notary Public
My commission expires:
	Notary’s Printed Name

[Signature Page to Memorandum of Produced Water Facilities and Access Agreement]

Texas Pacific Resources LLC,

a Texas limited liability company

By:               

Name:             

Title:              

STATE OF TEXAS	§
	§
COUNTY OF	§

This document was acknowledged before me on [____], 2022, by [________], [________] of Texas Pacific Resources LLC, a Texas limited liability company, on behalf of said company.

	Notary Public
My commission expires:
	Notary’s Printed Name

[Signature Page to Memorandum of Produced Water Facilities and Access Agreement]

DBR LAND LLC,

a Delaware limited liability company

By:

Name: Harrison Bolling

Title: SVP and General Counsel

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

This document was acknowledged before me on _________________________, 2022, by Harrison Bolling, SVP and General Counsel of DBR Land LLC, a Delaware limited liability company, on behalf of said company.

	Notary Public
My commission expires:
	Notary’s Printed Name

[Signature Page to Memorandum of Produced Water Facilities and Access Agreement]

DELAWARE BASIN RANCHES INC.,

a Texas corporation

By:

Name: Harrison Bolling

Title: SVP and General Counsel

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

This document was acknowledged before me on _________________________, 2022, by Harrison Bolling, SVP and General Counsel of Delaware Basin Ranches Inc., a Texas corporation, on behalf of said corporation.

	Notary Public
My commission expires:
	Notary’s Printed Name

[Signature Page to Memorandum of Produced Water Facilities and Access Agreement]

Exhibit A

TPR LANDS

Block Section Survey County

Exhibit B

DBR LANDS

Block Section Survey County

SCHEDULE 1

DBR LANDS; TPR LANDS¹

¹  Only the TPR Lands within the AMI Lands are considered “TPR Lands” for purposes of this Agreement. All TPR Lands within the AMI Lands are Checkerboard Lands. All of the “DBR Lands” within the AMI Lands (and only the DBR Lands within the AMI Lands) other than the Contiguous DBR Lands are considered “DBR Checkerboard Lands” for purposes of this Agreement.

SCHEDULE 2

INSURANCE

I. Commercial General Liability Insurance. Occurrence form with minimum limits of liability for bodily injury, death, and property damage of $1,000,000 combined single limit per occurrence, and an aggregate annual minimum limit of $2,000,000. Coverage shall include:

a. Pollution Liability, including cleanup costs;

b. Broad Form Blanket Contractual Liability;

c. Independent Contractors Coverage for work let or sublet, with no exclusions, restrictions or limitations;

d. Premises/Operations;

e. “Action Over/Indemnity Buyback” and deletion of any provisions that limit or exclude coverage of claims made by the insured Party’s employees against the other Party on the basis of their employment relationship; and

f. Products/Completed Operations.

II. Commercial Automobile Liability Insurance. Minimum limits of liability for injury, death or property damage of $1,000,000 combined single limit per occurrence. Coverage shall include:

a. Owned, hired and non-owned vehicles; and

b. The insured Party’s employees as Insureds.

III. Workers’ Compensation and Employer’s Liability Insurance. In accordance with statutory requirements of Texas and complying with federal laws and requirements, with minimum Employer’s Liability limits of $1,000,000 per accident. No substitute policies shall be permitted. At minimum, coverage shall include:

a. Occupational Disease;

b. Voluntary Compensation; and

c. Alternate Employer and Borrowed Servant Endorsements;

IV. Umbrella / Excess Liability Insurance. Umbrella/Excess Liability Insurance with minimum combined single limits of $10,000,000.00. Coverage shall include:

a. Coverage at least as broad and on a following form basis in excess of the underlying minimum coverages required in Sections I-III of this Schedule 2; and

b. Aggregate limits, if any, shall apply separately to each annual policy period.

EX-21.1

Exhibit 21.1

LandBridge Company LLC

List of Subsidiaries

Name	Jurisdiction of Organization
DBR Desert LLC	Delaware
DBR Land Holdings LLC	Delaware
DBR Land LLC	Delaware
DBR Reeves LLC	Delaware
DBR REIT LLC	Delaware
DBR Solar LLC	Delaware
Delaware Basin Ranches Inc.	Texas
HH Operating, LLC	Texas
Pecos Renewables LLC	Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1 of our report dated May 6, 2024, relating to the financial statements of DBR Land Holdings LLC. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP

Houston, Texas

May 31, 2024

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1 of our report dated May 6, 2024, relating to the financial statement of LandBridge Company LLC. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP

Houston, Texas

May 31, 2024

EX-23.3

Exhibit 23.3

Consent of Independent Auditor

We consent to the incorporation by reference in this Registration Statement on Form S-1 pertaining to LandBridge Company LLC of our report dated May 28, 2024, with respect to the balance sheets of East Stateline Ranch as of December 31, 2023 and 2022, and the related statements of operations, changes in net investment, and cash flows for the years then ended, and the related notes to the financial statements. We also consent to the reference to us under the caption “Experts” in such Registration Statement.

/s/ Weaver and Tidwell, L.L.P

WEAVER AND TIDWELL, L.L.P.

Midland, Texas

May 31, 2024

EX-23.5

Exhibit 23.5

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We, Netherland, Sewell & Associates, Inc., hereby consent to the inclusion of information in this Registration Statement on Form S-1, including any amendments thereto (the “Registration Statement”), and any related prospectuses of LandBridge Company LLC (the “Company”) of our “Waterbridge Preliminary Economic Well Count” report dated April 29, 2024 (the “Report”). We also hereby consent to the filing of this letter with the U.S. Securities and Exchange Commission as an exhibit to the Registration Statement.

We further consent to the reference to our firm, under the captions “Industry Data,” “Our Assets,” “Our Competitive Strengths,” “Industry,” and “Hydrocarbon Value Chain” in the Registration Statement, as acting in the capacity of an expert in relation to the preparation of the Report and the matters discussed therein.

NETHERLAND, SEWELL & ASSOCIATES, INC.
By:	/s/ Richard B. Talley, Jr.
	Richard B. Talley, Jr., P.E.
	Chairman and Chief Executive Officer

Houston, Texas

May 31, 2024

EX-23.6

Exhibit 23.6

W.D. VON GONTEN & CO.

May 31, 2024

LandBridge Company LLC

5555 San Felipe Street, Suite 1200

Houston, Texas, 77056

Subject: Consent to Be Named in Registration Statement

Ladies and Gentlemen:

The undersigned hereby consents to the references to our firm in the form and context in which they appear in this Registration Statement on Form S-1 of LandBridge Company LLC and the related prospectus that is a part thereof (the “Registration Statement”). We hereby further consent to (i) the use in such Registration Statement of information contained in our reports setting forth the estimates of oil, natural gas and NGL reserves of LandBridge Company LLC as of December 31, 2022 and December 31, 2023 and (ii) the reference to us under the heading “Experts” in such Registration Statement.

Respectfully submitted,

W.D. VON GONTEN & CO.

/s/ W.D. Von Gonten Jr.

W.D. Von Gonten Jr.

President

Houston, Texas

EX-99.1

Exhibit 99.1

January 8, 2023

DBR Land LLC

5555 San Felipe Street, Suite 1200

Houston, TX 77056

Re:	DBR Land LLC
	Estimate of Reserves and Revenues
	SEC Price Case
	“As of” December 31, 2022

To whom it may concern,

At your request, W. D. Von Gonten & Co. has prepared estimates of future reserves and projected net revenues for certain oil and gas interests owned by DBR Land LLC (“DBR”). These properties include producing and undeveloped locations located in certain Texas counties. This report was prepared in accordance with guidelines specified in item 1202(a)(8) of Regulation S-K. At the request of DBR, this report was prepared utilizing the SEC pricing case with an effective date of December 31, 2022 and was completed on January 8, 2023.

Our conclusions, “as of” December 31, 2022, are as follows:

	Net to DBR Land LLC
SEC Price Case	Proved Developed Producing			Proved Undeveloped			Total Proved
Reserve Estimates
Oil/Cond., Mbbl		622.0			1,153.7			1,775.7
Gas, MMcf		1,821.3			3,151.0			4,972.3
NGL, Mbbl		121.4			210.1			331.5
Oil Equivalent, Mboe		1,047.0			1,889.0			2,935.9
Revenues
Oil, $ (82.5) %		57,041,000			105,806,900			162,847,900
Gas, $ (12.8) %		9,248,500			16,000,900			25,249,400
NGL, $ (4.7) %		3,412,000			5,903,100			9,315,100
Total, $		69,701,500			127,710,900			197,412,400
Expenditures
Ad Valorem Taxes, $		1,091,100			1,999,800			3,090,900
Severance Taxes, $		3,573,400			6,509,900			10,083,300
Direct Operating Expense, $		0			0			0
Variable Operating Expense, $		0			0			0
Total, $		4,664,500			8,509,700			13,174,200
Investments
Total, $		0			0			0
Estimated Future Net Revenues (FNR)
Undiscounted FNR		65,037,000			119,201,200			184,238,200
FNR Disc. @ 10.0%		36,200,500			58,691,800			94,892,300
Allocation Percentage by Classification		38.1	%		61.9	%		100.0	%
FNR Disc. @ 10.0%

* Due to computer rounding, numbers in the above table may not sum exactly.

Report Qualifications

Purpose of Report – The purpose of this report is to provide DBR with an estimate of future reserves and net revenues attributable to certain interests owned by DBR effective December 31, 2022 and for the use in filing with the U.S. Securities and Exchange Commission (the “SEC”).

Scope of Work – W.D. Von Gonten & Co. was engaged by DBR to estimate the remaining reserves and forecast future production associated with the producing and undeveloped properties included in this report. W.D. Von Gonten & Co. reviewed 100% of the DBR proved reserves at the effective date of the report. Once reserves were estimated, future net revenues were determined utilizing the SEC pricing scenario.

Reporting Requirements – Securities and Exchange Commission (SEC) Regulation S-X 210, Rule 4-10 and Regulation S-K 229, Item 1200 (as revised in December 2008, effective 1-1-10), and Accounting Standards Codification Topic 932 require oil and gas reserves information to be reported by publicly held companies as supplemental financial data. These regulations and standards provide for estimates of proved reserves and revenues discounted at 10% and based on unescalated prices and costs. Revenues based on alternate product price scenarios may be reported in addition to the current pricing case. Reporting probable and possible reserves is optional. Probable and possible reserves must be reported separately from proved reserves.

The estimated proved reserves herein have been prepared in conformance with all SEC definitions and requirements including the classifications set forth in Rule 4-10 of SEC Regulation S-X.

Projections – The reserves and future net revenue projections are on a calendar year basis with the first time period being January 1, 2023 through December 31, 2023.

Reserves Estimates

Producing Properties – Reserves estimates for the proved developed producing properties were based on volumetric calculations, log analysis, decline curve analysis, rate transient analysis, and/or analogy to nearby production. Where applicable, these estimates were further supported by the Delaware Basin field study that W.D. Von Gonten & Co. conducted independent of this report.

Undeveloped Properties – The undeveloped reserves were necessarily estimated using volumetric calculations, log analysis, core analysis, geophysical interpretation and reservoir simulation. In addition, W.D. Von Gonten & Co. has performed a field study of the Delaware Basin independent of this report. Our conclusions from that field study have fortified our confidence in the producing and undeveloped reserves included herein.

Reserves and schedules of production included in this report are only estimates. The amount of available data, reservoir and geological complexity, reservoir drive mechanism, and mechanical aspects can have a material effect on the accuracy of these reserves estimates. Due to inherent uncertainties in future production rates, commodity prices, and geologic conditions, it should be realized that the reserves estimates, the reserves actually recovered, the revenue derived therefrom and the actual cost incurred could be more or less than the estimated amounts.

We consider the assumptions, data, methods, and procedures used in this report appropriate for the purposes hereof, and we have used all such methods and procedures that we consider necessary and appropriate to prepare the estimates of reserves, resources, and future net revenues.

Product Prices

The pricing case was based on product prices that represent the SEC pricing effective December 31, 2022. SEC pricing is determined by averaging the first day of each month’s closing West Texas Intermediate and Henry Hub spot prices for the previous twelve months using published benchmark oil and gas prices, resulting in average benchmark prices of $95.84 per barrel of oil and natural gas liquids (NGL) and $6.77 per MMBtu of gas. After consideration of differentials, as described below, this method, as applied for the purposes of this report, renders an average realized price of $93.67 per barrel of oil, $28.10 per barrel of NGL (fraction of the adjusted oil price) and $6.36 per MMBtu of gas. These prices were held constant throughout the life of the properties, as per SEC guidelines.

DBR Land LLC – SEC Price Case – Page 2

Pricing differentials were applied to all properties on an individual property basis in order to reflect prices actually received at the wellhead. Pricing differentials are typically utilized to account for transportation charges, geographical differentials, quality adjustments, any marketing bonuses or deductions, and any other factors that may affect the price actually received at the wellhead. W.D. Von Gonten & Co. utilized price differentials developed from a combination of our regional experience of the Delaware Basin and information provided from DBR. Historical pricing information for the properties of interest was not available at the time of this report.

The NGL price differential utilized in this evaluation was based on a comparison of the historical price received versus the average NYMEX oil price.

A gas volume shrinkage factor has been applied to certain properties. This shrinkage accounts for any line loss, generation of NGL’s, and/or fuel usage before the actual sales point.

Operating Expenses and Capital Cost

Operating expenses and capital costs were considered as part of the reserves evaluation to establish economic producibility, but such amounts were not deducted in calculating estimated future net revenues as these costs are not paid by DBR due to its interest only consisting of mineral royalty interest.

Estimates for monthly operating expenses for the producing wells were applied on an individual property basis. Historical lease operating statements were not available at the time of this report. W.D. Von Gonten & Co. applied the fixed and variable monthly expenses based on historical data from available offset fields and our general knowledge of the Delaware Basin.

Capital costs necessary to perform well completion operations and to develop undeveloped locations were not available at the time of this report. W.D. Von Gonten & Co. applied the costs based on historical data from available offset fields and our general knowledge of the Delaware Basin. Where available, these costs were verified from actual recent work in the area of interest and/or actual Authorization for Expenditures (AFEs).

All operating expenses and capital costs were held flat for the life of the properties in accordance with SEC guidelines.

Other Considerations

Abandonment Costs – Cost estimates regarding future plugging and abandonment procedures associated with these properties were not available at the time of this report. W.D. Von Gonten & Co. applied the costs based on historical data from available offset fields and our general knowledge of the Delaware Basin. As we have not inspected the properties, W.D. Von Gonten & Co. expresses no warranties as to the accuracy or reasonableness of this assumption. A third party study would be necessary in order to accurately estimate all future abandonment liabilities. Abandonment costs were considered , but such amounts were not deducted in calculating estimated future net revenues as these costs are not paid by DBR due to its interest only consisting of mineral royalty interest.

Data Sources – Data furnished by DBR included basic well information, lease acreage maps, and ownership interests. Public data sources such as IHS Energy and the U.S. Geological Survey (USGS) were used to gather any additional, necessary data.

Additional Costs – Costs were not deducted for general and administrative expenses, depletion, depreciation and/or amortization (a non-cash item), or federal income tax.

Development Schedule – Future development scheduling and timing is based on a combination the historical average pace and our regional experience of the Delaware Basin.

DBR Land LLC – SEC Price Case – Page 3

Context – We specifically advise that any particular reserves estimate for a specific property not be used out of context with the overall report. The revenues and present worth of future net revenues are not represented to be market value either for individual properties or on a total property basis. The estimation of fair market value for oil and gas properties requires additional analysis other than evaluating undiscounted and discounted future net revenues.

While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant’s ability to recover its oil and gas reserves, we are not aware of any such governmental actions which would restrict the recovery of the December 31, 2022 estimated oil and gas volumes. The reserves in this report can be produced under current regulatory guidelines. Actual future commodity prices may differ substantially from the utilized pricing scenario which may or may not extend or limit the estimated reserves and revenue quantities presented in this report.

We have not inspected the properties included in this report, nor have we conducted independent well tests. W.D. Von Gonten & Co. and our employees have no direct ownership in any of the properties included in this report.

Thank you for the opportunity to assist DBR Land LLC with this project.

DBR Land LLC – SEC Price Case – Page 4

EX-99.2

Exhibit 99.2

January 5, 2024

DBR Land LLC

5555 San Felipe Street, Suite 1200

Houston, TX 77056

Re:	DBR Land LLC
	Estimate of Reserves and Revenues
	SEC Price Case
	“As of” December 31, 2023

To whom it may concern,

At your request, W. D. Von Gonten & Co. has prepared estimates of future reserves and projected net revenues for certain oil and gas interests owned by DBR Land LLC (“DBR”). These properties include producing and undeveloped locations located in certain Texas counties. This report was prepared in accordance with guidelines specified in item 1202(a)(8) of Regulation S-K. At the request of DBR, this report was prepared utilizing the SEC pricing case with an effective date of December 31, 2023, and was completed on January 5, 2024.

Our conclusions, “as of” December 31, 2023, are as follows:

	Net to DBR Land LLC
SEC Price Case	Proved Developed Producing			Proved Undeveloped			Total Proved
Reserve Estimates
Oil/Cond., Mbbl		809.2			887.4			1,696.7
Gas, MMcf		2,957.4			2,277.7			5,235.1
NGL, Mbbl		192.8			151.8			344.6
Oil Equivalent, Mboe		1,494.9			1,418.8			2,913.8
Revenues
Oil, $ (88.4) %		61,798,300			67,827,300			129,625,600
Gas, $ (6.0) %		4,659,400			4,093,000			8,752,400
NGL, $ (5.6) %		4,426,200			3,800,700			8,227,000
Total, $		70,883,900			75,721,000			146,604,900
Expenditures
Advalorem Taxes, $		1,212,500			1,296,200			2,508,600
Severance Taxes, $		3,524,100			3,712,100			7,236,200
Direct Operating Expense, $		0			0			0
Variable Operating Expense, $		0			0			0
Total, $		4,736,600			5,008,200			9,744,900
Investments
Total, $		0			0			0
Estimated Future Net Revenues (FNR)
Undiscounted FNR		66,147,300			70,712,800			136,860,000
FNR Disc. @ 10.0%		38,731,600			36,486,700			75,218,300
Allocation Percentage by Classification
FNR Disc. @ 10.0%		51.5	%		48.5	%		100.0	%

* Due to computer rounding, numbers in the above table may not sum exactly.

DBR Land LLC – SEC Price Case – Page 1

Report Qualifications

Purpose of Report – The purpose of this report is to provide DBR with an estimate of future reserves and net revenues attributable to certain interests owned by DBR effective December 31, 2023, and for the use in filing with the U.S. Securities and Exchange Commission (the “SEC”).

Scope of Work – W.D. Von Gonten & Co. was engaged by DBR to estimate the remaining reserves and forecast future production associated with the producing and undeveloped properties included in this report. W.D. Von Gonten & Co. reviewed 100% of the DBR proved reserves at the effective date of the report. Once reserves were estimated, future net revenues were determined utilizing the SEC pricing scenario.

Reporting Requirements – Securities and Exchange Commission (SEC) Regulation S-X 210, Rule 4-10 and Regulation S-K 229, Item 1200 (as revised in December 2008, effective 1-1-10), and Accounting Standards Codification Topic 932 require oil and gas reserves information to be reported by publicly held companies as supplemental financial data. These regulations and standards provide for estimates of proved reserves and revenues discounted at 10% and based on unescalated prices and costs. Revenues based on alternate product price scenarios may be reported in addition to the current pricing case. Reporting probable and possible reserves is optional. Probable and possible reserves must be reported separately from proved reserves.

The estimated proved reserves herein have been prepared in conformance with all SEC definitions and requirements including the classifications set forth in Rule 4-10 of SEC Regulation S-X.

Projections – The reserves and future net revenue projections are on a calendar year basis with the first time period being January 1, 2024 through December 31, 2024.

Reserves Estimates

Producing Properties – Reserves estimates for the proved developed producing properties were based on volumetric calculations, log analysis, decline curve analysis, rate transient analysis, and/or analogy to nearby production. Where applicable, these estimates were further supported by the Delaware Basin field study that W.D. Von Gonten & Co. conducted independent of this report.

Undeveloped Properties – The undeveloped reserves were necessarily estimated using volumetric calculations, log analysis, core analysis, geophysical interpretation, and reservoir simulation. In addition, W.D. Von Gonten & Co. has performed a field study of the Delaware Basin independent of this report. Our conclusions from that field study have fortified our confidence in the producing and undeveloped reserves included herein.

Reserves and schedules of production included in this report are only estimates. The amount of available data, reservoir and geological complexity, reservoir drive mechanism, and mechanical aspects can have a material effect on the accuracy of these reserves estimates. Due to inherent uncertainties in future production rates, commodity prices, and geologic conditions, it should be realized that the reserves estimates, the reserves actually recovered, the revenue derived therefrom and the actual cost incurred could be more or less than the estimated amounts.

We consider the assumptions, data, methods, and procedures used in this report appropriate for the purposes hereof, and we have used all such methods and procedures that we consider necessary and appropriate to prepare the estimates of reserves, resources, and future net revenues.

Product Prices

The pricing case was based on product prices that represent the SEC pricing effective December 31, 2023. SEC pricing is determined by averaging the first day of each month’s closing West Texas Intermediate and Henry Hub spot prices for the previous twelve months using published benchmark oil and gas prices, resulting in average benchmark prices of $78.22 per barrel of oil and natural gas liquids (NGL) and $2.64 per MMBtu of gas. After consideration of differentials, as described below, this method, as applied for the purposes of this report, renders an average realized price of $76.40 per barrel of oil, $24.45 per barrel of NGL (fraction of the adjusted oil price) and $1.67 per MMBtu of gas. These prices were held constant throughout the life of the properties, as per SEC guidelines.

DBR Land LLC – SEC Price Case – Page 2

Pricing differentials were applied to all properties on an individual property basis in order to reflect prices actually received at the wellhead. Pricing differentials are typically utilized to account for transportation charges, geographical differentials, quality adjustments, any marketing bonuses or deductions, and any other factors that may affect the price actually received at the wellhead. W.D. Von Gonten & Co. utilized price differentials developed from a combination of our regional experience of the Delaware Basin and information provided from DBR. Historical pricing information for the properties of interest was not available at the time of this report.

The NGL price differential utilized in this evaluation was based on a comparison of the historical price received versus the average NYMEX oil price.

A gas volume shrinkage factor has been applied to certain properties. This shrinkage accounts for any line loss, generation of NGL’s, and/or fuel usage before the actual sales point.

Operating Expenses and Capital Cost

Operating expense and capital costs were considered as part of the reserves evaluation to establish economic producibility, but such amounts were not deducted in calculating estimated future net revenues as these costs are not paid by DBR due to its interest only consisting of mineral royalty interest.

Estimates for monthly operating expenses for the producing wells were applied on an individual property basis. Historical lease operating statements were not available at the time of this report. W.D. Von Gonten & Co. applied the fixed and variable monthly expenses based on historical data from available offset fields and our general knowledge of the Delaware Basin.

Capital costs necessary to perform well completion operations and to develop undeveloped locations were not available at the time of this report. W.D. Von Gonten & Co. applied the costs based on historical data from available offset fields and our general knowledge of the Delaware Basin. Where available, these costs were verified from actual recent work in the area of interest and/or actual Authorization for Expenditures (AFEs).

All operating expenses and capital costs were held constant for the life of the properties in accordance with SEC guidelines.

Other Considerations

Abandonment Costs – Cost estimates regarding future plugging and abandonment procedures associated with these properties were not available at the time of this report. W.D. Von Gonten & Co. applied the costs based on historical data from available offset fields and our general knowledge of the Delaware Basin. As we have not inspected the properties, W.D. Von Gonten & Co. expresses no warranties as to the accuracy or reasonableness of this assumption. A third party study would be necessary in order to accurately estimate all future abandonment liabilities. Abandonment costs were considered but such amounts were not deducted in calculating estimated future net revenues as these costs are not paid by DBR due to its interest only consisting of mineral royalty interest.

Data Sources – Data furnished by DBR included basic well information, lease acreage maps, and ownership interests. Public data sources such as IHS Energy and the U.S. Geological Survey (USGS) were used to gather any additional, necessary data.

Additional Costs – Costs were not deducted for general and administrative expenses, depletion, depreciation and/or amortization (a non-cash item), or federal income tax.

Development Schedule – Future development scheduling and timing is based on a combination of the historical average pace and our regional experience of the Delaware Basin.

DBR Land LLC – SEC Price Case – Page 3

Context – We specifically advise that any particular reserves estimate for a specific property not be used out of context with the overall report. The revenues and present worth of future net revenues are not represented to be market value either for individual properties or on a total property basis. The estimation of fair market value for oil and gas properties requires additional analysis other than evaluating undiscounted and discounted future net revenues.

While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant’s ability to recover its oil and gas reserves, we are not aware of any such governmental actions which would restrict the recovery of the December 31, 2023 estimated oil and gas volumes. The reserves in this report can be produced under current regulatory guidelines. Actual future commodity prices may differ substantially from the utilized pricing scenario which may or may not extend or limit the estimated reserves and revenue quantities presented in this report.

We have not inspected the properties included in this report, nor have we conducted independent well tests. W.D. Von Gonten & Co. and our employees have no direct ownership in any of the properties included in this report.

Thank you for the opportunity to assist DBR Land LLC with this project.

DBR Land LLC – SEC Price Case – Page 4

EX-99.3

Exhibit 99.3

Consent of Director Nominee

LandBridge Company LLC

Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the filing of the Registration Statement on Form S-1 (the “Registration Statement”) of LandBridge Company LLC with the U.S. Securities and Exchange Commission, the undersigned hereby consents to being named and described as a director nominee in the Registration Statement, including in the section thereof entitled “Management,” and any amendment or supplement to any prospectus included in such Registration Statement, any amendment to such Registration Statement or any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto.

IN WITNESS WHEREOF, the undersigned has executed this consent as of the 30^th day of May, 2024.

/s/ David N. Capobianco

David N. Capobianco

EX-99.4

Exhibit 99.4

Consent of Director Nominee

LandBridge Company LLC

Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the filing of the Registration Statement on Form S-1 (the “Registration Statement”) of LandBridge Company LLC with the U.S. Securities and Exchange Commission, the undersigned hereby consents to being named and described as a director nominee in the Registration Statement, including in the section thereof entitled “Management,” and any amendment or supplement to any prospectus included in such Registration Statement, any amendment to such Registration Statement or any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto.

IN WITNESS WHEREOF, the undersigned has executed this consent as of the 30^th day of May, 2024.

/s/ Matthew K. Morrow

Matthew K. Morrow

EX-99.5

Exhibit 99.5

Consent of Director Nominee

LandBridge Company LLC

Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the filing of the Registration Statement on Form S-1 (the “Registration Statement”) of LandBridge Company LLC with the U.S. Securities and Exchange Commission, the undersigned hereby consents to being named and described as a director nominee in the Registration Statement, including in the section thereof entitled “Management,” and any amendment or supplement to any prospectus included in such Registration Statement, any amendment to such Registration Statement or any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto.

IN WITNESS WHEREOF, the undersigned has executed this consent as of the 30^th day of May, 2024.

/s/ Kara Goodloe Harling

Kara Goodloe Harling

EX-99.6

Exhibit 99.6

Consent of Director Nominee

LandBridge Company LLC

Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the filing of the Registration Statement on Form S-1 (the “Registration Statement”) of LandBridge Company LLC with the U.S. Securities and Exchange Commission, the undersigned hereby consents to being named and described as a director nominee in the Registration Statement, including in the section thereof entitled “Management,” and any amendment or supplement to any prospectus included in such Registration Statement, any amendment to such Registration Statement or any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto.

IN WITNESS WHEREOF, the undersigned has executed this consent as of the 30^th day of May, 2024.

/s/ Michael Sulton

Michael Sulton

EX-99.7

Exhibit 99.7

Consent of Director Nominee

LandBridge Company LLC

Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the filing of the Registration Statement on Form S-1 (the “Registration Statement”) of LandBridge Company LLC with the U.S. Securities and Exchange Commission, the undersigned hereby consents to being named and described as a director nominee in the Registration Statement, including in the section thereof entitled “Management,” and any amendment or supplement to any prospectus included in such Registration Statement, any amendment to such Registration Statement or any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto.

IN WITNESS WHEREOF, the undersigned has executed this consent as of the 30^th day of May, 2024.

/s/ Frank Bayouth

Frank Bayouth

EX-99.8

Exhibit 99.8

Consent of Director Nominee

LandBridge Company LLC

Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the filing of the Registration Statement on Form S-1 (the “Registration Statement”) of LandBridge Company LLC with the U.S. Securities and Exchange Commission, the undersigned hereby consents to being named and described as a director nominee in the Registration Statement, including in the section thereof entitled “Management,” and any amendment or supplement to any prospectus included in such Registration Statement, any amendment to such Registration Statement or any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto.

IN WITNESS WHEREOF, the undersigned has executed this consent as of the 30^th day of May, 2024.

/s/ Jason Long

Jason Long

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-1

(Form Type)

LandBridge Company LLC

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price(1)(2)	Fee Rate	Amount of Registration Fee
Fees to Be Paid	Equity	Class A shares  representing limited liability company interests	Rule 457(o)	—	—	$100,000,000.00	0.00014760	$14,760.00
	Total Offering Amounts					$100,000,000.00		$14,760.00
	Total Fees Previously Paid							—
	Total Fee Offsets							—
	Net Fee Due							$14,760.00

(1) Includes Class A shares representing limited liability company interests (“Class A shares”) issuable upon exercise of the underwriters’ option to purchase additional Class A shares, if any.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.