Brookfield OCM Holdings, LLC - 29 Dec 2022 Form 3 Insider Report for Sitio Royalties Corp. (STR)

Footnote F1

On December 29, 2022, pursuant to the Agreement and Plan of Merger, dated as of September 6, 2022 (the "merger agreement"), each share of Sitio Royalties Corp. (f/k/a Falcon Mineral Corporation ("Old Sitio") issued and outstanding was converted into one share of Class A Common Stock ("Issuer Class A Common Stock") of Snapper Merger Sub I, Inc., which entity was renamed "Sitio Royalties Corp." (the "Issuer").

Footnote F2

Represents deferred share units ("DSUs") granted to OCM FIE, LLC ("FIE") to the Sitio Royalties Corp. Long Term Incentive Plan (the "LTIP"). Each DSU represents a contingent right to receive one share of Issuer Class A Common Stock. The DSUs will vest in four equal quarterly installments over the one-year period following June 7, 2022, subject to the reporting person's continuous service through each such date. Following vesting, the shares of Issuer Class A Common Stock underlying the DSUs will be delivered to the reporting person as soon as administratively practicable following the date that the reporting person's service relationship with the issuer is terminated for any reason. Pursuant to the policies of Oaktree Capital Management L.P. ("OCM LP"), directors of the Issuer who are affiliated with OCM LP hold these securities for the benefit of FIE. OCM LP is the managing member of FIE.

Footnote F3

Pursuant to the Merger Agreement, each share of Class C Common Stock ("Old Sitio Class C Common Stock") of Old Sitio issued and outstanding was converted into one share of Class C Common Stock ("Issuer Class C Common Stock") of the Issuer and the common units ("Opco Units") in Sitio Royalties Operating Partnership, LP ("Opco") continued to be held by the Reporting Persons became redeemable for shares of Issuer Class A Common Stock.

Footnote F4

Old Sitio previously granted restricted stock awards, consisting of shares of Old Sitio Class C Common Stock and Opco Units, to its executive officers in an amount equal to 0.5% of the number of shares received by the former holders of the limited liability company interests of DPM HoldCo, LLC (the "DPM Members") (the "Stock Awards"). Old Sitio's obligations under the Stock Awards were assigned to the Issuer in connection with the transactions contemplated by the merger agreement. Each restricted stock award will vest in equal installments on the first four anniversaries of the applicable date of grant, so long as the executive officer remains continuously employed by the Issuer through each vesting date. (cont'd in FN5)

Footnote F5

(cont'd from FN 4) To the extent that a restricted stock award is forfeited, the shares of Issuer Class C Common Stock and Opco Units subject to such forfeited award will be returned to the Issuer and the Issuer will re-issue to the DPM Members, on a one-for-one basis, shares of Issuer Class C Common Stock and Opco Units, with Source Energy Partners, LLC entitled to receive its pro rata portion of any such shares re-issued.

Footnote F6

The terms of the Amendment to Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, L.P. ("Opco") provide that, subject to certain restrictions contained therein, each holder of Opco Units (other than the Issuer) generally has the right to cause Opco to redeem all or a portion of its Opco Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer ("Class A Common Stock") on a one-for-one basis or, at Opco's election, an equivalent amount of cash. The Issuer may, at its option, effect a direct purchase of such Opco Units for shares of Class A Common Stock in lieu of such a redemption by Opco. Upon the future redemption or sale of Opco Units pursuant to the Redemption Right, a corresponding number of shares of Class C Common Stock and Opco Units will be cancelled. The Opco Units and the right to exercise the Redemption Right have no expiration date.

Footnote F7

This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) OCM FIE, LLC ("FIE"), (ii) Oaktree Capital Management L.P. ("OCMP LP") in its capacity as the managing member of FIE, (iii) Oaktree Capital Management GP, LLC ("Management GP"), in its capacity as the general partner of OCMP LP, (iv) Atlas OCM Holdings, LLC, in its capacity as the sole managing member of Management GP, (v) Source Energy Partners, LLC ("Source Energy") as the direct holder of securities, (vi) OCM Source Holdings, L.P. ("OCM Source"), in its capacity as the sole owner of Series A Units of Source Energy, (vii) Oaktree Fund GP, LLC ("Fund GP"), in its capacity as the general partner of OCM Source, (viii) Oaktree Fund GP I, L.P. ("Fund GP I"), in its capacity as the managing member of Fund GP, (ix) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of Fund GP I, (cont'd in FN8)

Footnote F8

(cont'd from FN7) (x) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I, (xi) Oaktree Holdings, LLC("Holdings"), in its capacity as the managing member of Holdings I, (xii) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings, (xiii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), as indirect owner of the class B units of OCG, (xiv) Brookfield Corporation (f/k/a Brookfield Asset Management Inc.) ("BAM"), and (xv) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.