LandBridge Holdings LLC - 19 Dec 2024 Form 4 Insider Report for LandBridge Co LLC (LB)

Footnote F1

An aggregate 2,498,751 OpCo Units (as defined below) were transferred to the Issuer (as defined below) by the Reporting Person and a corresponding number of Class B Shares (as defined below) were contemporaneously forfeited by the Reporting Persons and cancelled by the Issuer (the "OpCo Unit Purchase") in exchange for an amount per OpCo Unit equal to $60.03, which was the amount per share received by the Issuer in connection with its private placement of an aggregate of 5,830,419 Class A Shares to select institutional and accredited investors on December 19, 2024. The OpCo Unit Purchase was made pursuant to a Purchase Agreement, dated December 19, 2024 (the "Purchase Agreement"), by and among the Reporting Person and the Issuer. The Purchase Agreement was specifically approved in advance by a majority of the Issuer's shareholders and the Issuer's board of directors. The approval satisfied the requirements of Rule 16b-3(e) of the Securities Exchange Act of 1934, as amended.

Footnote F2

Pursuant to the Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC ("OpCo"), each unit representing membership interests in OpCo ( "OpCo Units") (together with the delivery for no consideration of an equal number of Class B shares representing limited liability company interests (the "Class B Shares")) in LandBridge Company LLC (the "Issuer")) may be redeemed for an equal number of newly issued Class A shares representing limited liability company interests in the Issuer (the "Class A Shares") or for cash, at the Issuer's election, subject to satisfaction of certain requirements. The OpCo Units do not expire. The Class B Shares do not represent economic interests in the Issuer.

Footnote F3

The Reporting Person is controlled by a board of managers consisting of five members. Five Point Energy Fund II AIV-VII LP, a Delaware limited partnership ("Fund II") and Five Point Energy Fund III AIV-VIII LP, a Delaware limited partnership ("Fund III"), collectively own a 97.4% controlling interest in the Reporting Person and have the right to appoint a majority of the members of the board of managers of the Reporting Person. Five Point Energy GP II LP, a Delaware limited partnership ("GP II LP") is the sole general partner of Fund II. Five Point Energy GP II LLC, a Delaware limited liability company ("GP II LLC") is the sole general partner GP II LP. Five Point Energy GP III LP, a Delaware limited partnership ("GP III LP") is the sole general partner of Fund III.

Footnote F4

(Continued from footnote 3) Five Point Energy GP III LLC, a Delaware limited liability company ("GP III LLC") is the sole general partner of GP III LP. Each of GP II LLC and GP III LLC is controlled by David N. Capobianco as each respective entity's sole member. As a result of the foregoing, Mr. Capobianco may exercise voting and dispositive power over the Class B Shares held by the Reporting Person and may be deemed to be the beneficial owner thereof. Mr. Capobianco disclaims beneficial ownership of OpCo Units and Class B Shares in excess of his pecuniary interest therein, if any.