STRATEGIC ACQUISITIONS COMMITTEE CHARTER

TEXAS PACIFIC LAND CORPORATION

As adopted by the Board of Directors, effective May 6, 2024

The purpose of the Strategic Acquisitions Committee (the "Committee") of the Board of Directors (the "Board") of Texas Pacific Land Corporation (the "Company") is to assist the Board in fulfilling its oversight responsibilities relating to evaluating potential acquisitions by reviewing, analyzing, and assessing potential acquisitions being considered by the Company.

The Committee shall be comprised of three or more directors appointed by the Board, a majority of whom meet the independence requirements of the New York Stock Exchange (the "NYSE").

The Committee shall meet with such frequency and at such intervals as it determines necessary to carry out its duties and responsibilities. Minutes of Committee meetings and actions taken without a meeting shall be kept in accordance with the Company's bylaws.

In furtherance of its purpose, the Committee shall:

  1. Review annually with management the Company's strategy for acquisitions and related financing considerations, and divestitures.
  2. Recommend to the Board various levels of the CEO's and management's authority in the process of acquisition or divestiture of assets by the Company.
  3. Review with management the material details of any potential material acquisition or divesture, including how such acquisition fits with the Company's strategic plans and acquisition strategy, acquisition timing, important acquisition milestones, financing, key risks and opportunities, and the integration plan.
  4. Provide the Board such additional information and materials as appropriate to assist the Board in its evaluation, understanding or oversight of any potential material acquisition or divesture and related matters and make recommendations to the Board whether a potential material acquisition or divesture should be pursued with respect to transactions other than those that may be approved by the Committee in accordance with this Charter.
  5. Approve material acquisitions involving cash consideration of not greater than $50,000,000 per acquisition; provided, however, that the aggregate authorizations hereunder may not exceed $200,000,000 in any calendar year without authorization by the Board.
  6. Periodically evaluate and monitor the results of acquisitions that have been consummated by the Company.
  7. Report to the Board at the next regularly scheduled quarterly meeting of the Board, or sooner if advisable, on all asset acquisitions or divestitures by the Company and the activities of the Committee.

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  1. Review the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.
  2. Perform such other duties and responsibilities as reasonably determined by the Committee to be consistent with its mandate (under this Charter, the Company's bylaws, governing law, and such other requirements applicable to the Company) or as further delegated to the Committee by the Board.

The Committee shall have authority to retain such outside counsel, experts and other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms. The Committee shall receive appropriate funding from the Company, as determined by the Committee, for any expenses related to any external advisors and for the ordinary administrative expenses of the Committee.

The Committee shall have full, unrestricted access to Company books, records and facilities.

The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion.

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Texas Pacific Land Corporation published this content on 28 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 May 2024 16:47:02 UTC.