Common use of Board Composition and Related Matters Clause in Contracts

Board Composition and Related Matters. (a) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx (together with any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to the Board if each Investor Group Designee fulfills each of the conditions set forth in Section 1(d) below (the “Appointment Conditions”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld). (b) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) to the Board if the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following the Distribution Time, (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee of the Board.

Board Composition and Related Matters. (a) Immediately AHP agrees that, upon execution of this Agreement, the AHP Board shall take the following the Distribution Time, TPL Corp actions: (i) The AHP Board shall take all necessary actions necessary (including by increasing the size of the AHP Board) to appoint Xxxxxx to the AHP Board two (2) of the five (5) individuals who Xxxxx previously sought to nominate as directors of the Company (such appointees, each an “Independent Designee” and together the “Independent Designees”). The AHP Board shall make its determination and appoint the Independent Designees to the AHP Board within two (2) weeks of the date of this Agreement. (ii) Promptly following the execution of this Agreement, AHP and Xxxxx shall cooperate in good faith to agree upon one (1) additional director to be appointed to the AHP Board (the “Additional Independent Director” and together with the Independent Designees, the “Appointed Directors”) who shall be independent of each of AHP and Xxxxx and their respective Affiliates and shall meet all director independence and other standards of the New York Stock Exchange (the “NYSE”) and the Securities and Exchange Commission (the “SEC”). AHP has engaged Aethos Consulting, which firm is reasonably acceptable to Xxxxx, to identify a candidate to serve as the Additional Independent Director. In addition to considering the candidates suggested by such director search firm, the Nominating/Corporate Governance Committee of the AHP Board (the “Nominating/Corporate Governance Committee”) will also consider in good faith any candidate suggested by Xxxxx. Additionally, Xxxxx shall be given a reasonable opportunity to (x) interview each potential candidate proposed by the director search firm and approved by AHP and (y) provide the Nominating/Corporate Governance Committee with any input on such potential candidate. Any director candidate presented to the AHP Board by the Nominating/Corporate Governance Committee will be appointed as the Additional Independent Director only if approved by a majority of the entire AHP Board and Xxxxx (together which approval shall not be unreasonably withheld); provided that Xxxxx, the Nominating/Corporate Governance Committee and the AHP Board shall continue to follow the procedures of this Section 1(a)(ii) until the Additional Independent Director is elected to the AHP Board. Once the Additional Independent Director has been approved by the AHP Board and Xxxxx in accordance with any replacement designated this Section 1(a)(ii), the AHP Board shall take all necessary action (including by increasing the size of the AHP Board) to appoint the Additional Independent Director to the AHP Board. If the Additional Independent Director is appointed to the AHP Board pursuant to this Section 1(a), the “Horizon Designee”1(a)(ii) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to the Board if each Investor Group Designee fulfills each of the conditions set forth in Section 1(d) below (the “Appointment Conditions”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either mailing of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates AHP’s definitive proxy statement for the Horizon Designee or SoftVest Designee2017 Annual Meeting, as applicable, until two candidates satisfy such Additional Independent Director shall stand for election at the Appointment Conditions 2017 Annual Meeting together with AHP’s other nominees and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)Independent Designees. (b) Immediately Following the execution of this Agreement until the 2017 Annual Meeting, the Company agrees not to increase the size of the AHP Board to more than ten (10) directors who may be elected by the holders of the Common Stock; provided, however, if the Additional Independent Director is appointed to the AHP Board prior to the 2017 Annual Meeting, the AHP Board shall be expanded to eleven (11) directors who may be elected by the holders of the Common Stock to accommodate the Additional Independent Director. The Company agrees that following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx 2017 Annual Meeting until the expiration of the Restricted Period (together with any replacement designated pursuant to this Section 1(bas defined below) and so long as Xxxxx satisfies the Restricted Period Minimum Ownership Threshold (as defined below), the “Mission Designee” and together with number of directors who may be elected by the Investor Group Designees, each a “Stockholder Designee” and, collectively, holders of the “Stockholder Designees”) Common Stock to the AHP Board if shall not exceed nine (9) directors, unless otherwise consented to in writing by either Xxxxx or the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based Independent Designees then serving on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld)AHP Board. (c) Effective immediately In the event that Xxxxx is the Beneficial Owner of at least the lesser of 6.0% of AHP’s then outstanding shares of Common Stock and 1,561,294 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) as of the record date established for determining the stockholders entitled to vote at the 2017 Annual Meeting (the “2017 Meeting Minimum Ownership Threshold”), the Company agrees to take all necessary actions to nominate at the 2017 Annual Meeting the following persons to serve as directors of the Distribution Time, AHP Board with a term expiring at the 2018 annual meeting of stockholders of the Company (the “2018 Annual Meeting”): (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and Independent Designees; (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board following six (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 20226) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) incumbent directors or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trusttheir successors: Xxxxxxxxxx X. Xxxxxxx; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee of the Board.Xxxxxxx X.

Board Composition and Related Matters. (a) Immediately The Board shall, as promptly as practicable following the Distribution TimeSpecial Meeting of Stockholders currently scheduled for June 9, TPL Corp shall take all actions 2023 (the “Special Meeting”), increase the size of the Board only to the extent necessary to appoint Xxxxxx Xxxxx create newly vacant director seats to enable the appointment of the New Independent Directors (together with any replacement designated pursuant to this Section 1(a)as defined below, and such increase, the “Horizon DesigneeBoard Size Increase”); provided, however, that if the Board publicly announces that the Special Meeting shall not be held, the Board shall, as promptly as practicable following such announcement, but in no case later than five (5) and Xxxx X. Business Days following such announcement, implement the Board Size Increase. (b) The Board shall, as promptly as practicable following the Special Meeting, but in no case later than five (5) Business Days following the Special Meeting, appoint Xxxxxx Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group DesigneesInvestor-Sourced Director”) to the Board if each Investor Group Designee fulfills each to fill the vacancies resulting from the increase in the size of the conditions Board as set forth in Section 1(d1(a) below of this Agreement; provided, however, that if the Board publicly announces that the Special Meeting shall not be held, the Board shall, as promptly as practicable following such announcement, but in no case later than five (5) Business Days following such announcement, appoint the Investor-Sourced Director. The onboarding of the Investor-Sourced Director shall be through a reasonable and customary process no more onerous, burdensome or time consuming than the process for onboarding any other director to the Board, and there shall be no procedure, policy or other obstacle implemented with the intent or effect of prejudicing the Investor-Sourced Director’s ability to timely join the Board. The Company shall exercise reasonable best efforts, in cooperation with Investor, to ensure that the Investor-Sourced Director is found independent by the relevant regulatory entities. (c) The Board shall, as promptly as practicable following the Special Meeting, but in no case later than five (5) Business Days following the Special Meeting, appoint Xxxxx Xxxxxxx, Xxxxxxxx Xxxxx and Xxxxx Xxxxxxxx (the “Appointment Conditions”) as of Other New Directors,” and collectively with the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and followInvestor-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld). (b) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b)Sourced Director, the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder DesigneesNew Independent Directors”) to the Board if to fill the Mission Designee fulfills each of vacancies resulting from the Appointment Conditions as of increase in the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following the Distribution Time, (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I size of the Board (with a term expiring as set forth in 2021)Section 1(a) of this Agreement; provided, however, that if the Board publicly announces that the Special Meeting shall not be held, the SoftVest Designee to be appointed to Class II of Board shall, as promptly as practicable following such announcement, but in no case later than five (5) Business Days following such announcement, appoint the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023)Other New Directors. (d) As conditions to being appointed The Board shall, with respect to the Board pursuant to Sections 1(a) or 1(b) and 1(c) Company’s 2023 Annual Meeting of Stockholders (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall “2023 Annual Meeting”): (i) provide nominate the Trust with New Independent Directors and Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, and Xxxxxxx X. Xxxx (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed “Continuing Directors” and, collectively with the SEC by TPL Corp in connection with New Independent Directors, the Proposed Transaction (or any amendment thereof) “Board Slate”), and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated no other individuals, for election by to the Board; (Cii) an executed agreement recommend to abide by the terms stockholders of the Charter, Company the Bylaws election of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed Board Slate to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under solicit proxies in favor of the applicable policies election of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment the Board Slate to the Board; and (iv) not be use its reasonable best efforts to cause the election of the New Independent Directors at the 2023 Annual Meeting and otherwise disqualified from serving as support the New Independent Directors for election in a member of a board of directors of a public company with shares traded on manner no less rigorous or favorable than the NYSEmanner in which the Board supports any other nominees. (e) As promptly as practicable after Following the Distribution Time2023 Annual Meeting, the size of the Board shall be fixed at seven (7) directors until the appointment of a new permanent Chief Executive Officer (the “Permanent CEO”), at which time the size of the Board shall be increased accordingly, and the Permanent CEO shall be appointed to the Board. If the appointment of the Permanent CEO occurs before the 2023 Annual Meeting, then the Permanent CEO shall be included in the Board Slate and the size of the Board shall be increased accordingly. Notwithstanding the foregoing, following the 2023 Annual Meeting, the Board shall appoint at least one Stockholder Designee be permitted to serve on each increase the size of the Board if 66.6% of the directors so consent. (f) The determination of the Permanent CEO shall require consent of a majority of the directors of the Board. The Company shall seek to conclude its search for the Permanent CEO as soon as practicable following the appointment of the New Independent Directors. (g) The Board and all applicable committees of the Board shall, in accordance with the Board’s customary governance processes, give the New Independent Directors the same due consideration for membership to any committee of the Board as any other independent director with similar relevant expertise and qualifications, subject to applicable rules of the SEC and of any stock exchange on which the Company is traded. (h) Until the Termination Date and as long as Investor and its Affiliates’ Net Long Position exceeds four percent (4%) or more of the Common Stock (as defined below), if any of the Investor-Sourced Directors ceases to serve as a director of the Company for any reason whatsoever, Investor shall be entitled to propose another individual to replace such director (a “Replacement Director”) in writing. The Board shall have the right to approve any such Replacement Director, such approval not to be unreasonably withheld (provided, however, that, if the Board determines that any such Replacement Director would not be an “independent director” under Section 5605(a)(2) of the Nasdaq Rules, would not comply with the Guidelines or would be an Affiliate or Associate of Investor, the Other Investor or Voce (as defined below), the Board’s disapproval of such Replacement Director shall be reasonable). If the Board does not approve any such proposed Replacement Director, Investor shall have the right to continue proposing Replacement Directors until a Replacement Director is approved by the Board, at which time the Board shall take all necessary actions to cause such Replacement Director to be appointed to the Board. The Board shall express its approval or disapproval of any proposed Replacement Director to Investor no later than fifteen (15) Business Days following such proposal. In the event that the Board fails to express its approval or disapproval of any such proposed Replacement Director to Investor in writing within fifteen (15) Business Days following such proposal, such proposed Replacement Director shall be deemed approved by the Board and the Board shall promptly take all necessary action to cause such Replacement Director to be appointed to the Board. The references in this Agreement to the Investor-Sourced Director shall be deemed to include any Replacement Directors. (i) Each of the directors serving, as of the date of this Agreement, as the chair of the Board, the chairs of each of the committees of the Board, and as members of each of the committees of the Board shall remain unchanged until the day after the 2023 Annual Meeting. As soon as practicable following the 2023 Annual Meeting, the Board shall meet to appoint a chair of the Board and to determine committee assignments and responsibilities. (j) The Company shall, as promptly as practicable following the execution and delivery of this Agreement, use its reasonable best efforts to enter into a consulting agreement on customary terms with Xx. Xxxxxx. (k) The Company shall, as promptly as practicable following the execution and delivery of this Agreement, use its reasonable best efforts to appoint Dr. Xxxxxx Xxxxxx and Xx. Xxxx Xxxxxx as senior medical advisors to the Board to serve in such advisory roles on customary terms.

Board Composition and Related Matters. (a) Immediately following Effective upon the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx (together with any replacement designated pursuant to execution and delivery of this Section 1(a)Agreement, the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), Investors withdraw the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to the Board if each Investor Group Designee fulfills each of the conditions set forth in Section 1(d) below (the “Appointment Conditions”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)Nomination Notice. (b) Immediately following Effective upon the Distribution Timeexecution and delivery of this Agreement, TPL Corp shall take all actions necessary the Board: (i) increases the size of the Board by two directors; (ii) appoints Mr. Near and Xx. Xxxxx to appoint Xxxx X. XxXxxxxx (together with any replacement designated fill the vacancies resulting from the increase in the size of the Board pursuant to this Section 1(bthe foregoing clause (i), ; (iii) duly adopts a resolution to fix the “Mission Designee” and together with size of the Board at ten (10) directors; (iv) nominates each Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) Designee for election to the Board if at the Mission 2020 Annual Meeting with a term expiring at the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”); and (v) determines that each Investor Designee fulfills each is “independent” under the rules and regulations of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld)NASDAQ Stock Market LLC. (c) Effective immediately following Simultaneous with the Distribution Timeexecution and delivery of this Agreement and as a condition to the Investors’ rights and the Board’s obligations herein, each of the Investor Designees has executed and delivered to the Company a resignation letter in the form attached hereto as Exhibit A. (d) The Company shall, with respect to the 2020 Annual Meeting, (i) include each of the Investor Designees and Xxxxxx Xxxxxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxxx-Xxxxxx, Xxxxx Xxxxxxxxxx, Xxxxx Xxxx, Xxxx Xxxxxxx and Xxx Xxxxxxxxxx in its proxy statement and proxy card as director nominees of the Board, and not include any other nominees without the prior written consent of the Investors, (ii) recommend the election of the Investor Designees to the Board shall be divided into three classes to the stockholders of directors, as nearly equal the Company and (iii) solicit proxies in number as reasonably possible favor of the election of the Investor Designees to the Board in accordance with a manner no less rigorous and favorable than the Certificate of Incorporation of TPL Corp manner in which the Company supports its other nominees (as amended from time to timethe foregoing clauses (ii) and (iii), the “CharterElection Support Efforts”). In connection with the foregoing, and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission each Investor Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent hereby consents to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee of the Company for election to the Board in any applicable proxy statement of TPL Corp for any meeting statement, proxy card or other solicitation materials of the stockholders Company. (e) For any Annual Meeting subsequent to the 2020 Annual Meeting and as long as one or both of TPL Corp at which such person may be nominated for election by the Investor Designees is or are on the Board; , the Company shall irrevocably notify the Investor Designees and the Investors in writing (Ca “Renomination Notice”), no less than fifty-five (55) an executed agreement to abide by calendar days before the terms last day of the Charter, advance notice window for director nominations at such Annual Meeting pursuant to the Bylaws of TPL Corp Company’s Amended and Restated By-Laws (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines whether the Company intends to renominate one or similar publicly-disclosed governance documents both of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) Investor Designees for Investor Group Designees, an executed conditional resignation letter, addressed election to the Board, to become effective upon Board at such Annual Meeting. Each Investor Designee that has received a Renomination Notice shall have ten (110) in the case Business Days from delivery of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock such Renomination Notice (the “Minimum Ownership EventRenomination Response Period”) to notify the Company and the Investors in writing of his consent to such renomination (a “Renomination Consent”). With respect to each Investor Designee who has been renominated for election at an Annual Meeting pursuant to a Renomination Notice and delivered a corresponding Renomination Consent, the Company shall nominate such Investor Designee for election to the Board at such Annual Meeting and shall provide full Election Support Efforts for the election of such Investor Designee. Notwithstanding anything to the contrary contained herein, if the Company renominates both Investor Designees for election to the Board at the 2021 Annual Meeting and both Investor Designees deliver a corresponding Renomination Consent during the Renomination Response Period, then, if the Investors agree in writing, the Terminable Date under Section 10(a) shall be extended to the date that is forty-five (y45) calendar days before the last day of the advance notice window for director nominations at the Company’s 2022 annual meeting of stockholders pursuant to the Bylaws. (f) During the period between the 2020 Annual Meeting and the Company’s delivery of the Renomination Notice for the 2021 Annual Meeting, the size of the Board shall not be increased beyond ten (10) directors without the approval of the stockholders of the Company; provided, however, that the Company shall not submit a proposal to increase the size of the Board to a vote of the stockholders of the Company (other than as part of a proposal to approve an Extraordinary Transaction). (g) Effective upon the execution and delivery of this Agreement, the Board duly appoints Mr. Near to serve on the Compensation Committee of the Board and Xx. Xxxxx to serve on the Nominating and Governance Committee of the Board. Mr. Near and Xx. Xxxxx shall be entitled to continuously serve on the Compensation Committee and the Nominating and Governance Committee, respectively, until the Termination Date, and (2) unless otherwise agreed by the Investors in writing. In addition, upon the case reasonable request of the SoftVest an Investor Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder consult with such Investor Designee regarding the appointment of such Investor Designee to serve on each committee one or more other committees of the Board, with the understanding that the intent of the parties is that the Investor Designees shall be considered for membership on committees of the Board in the same manner as other members of the Board, subject to Section 1(h). An Investor Designee shall have the same right as other members of the Board to be invited to attend meetings of committees of the Board of which the Investor Designee is not a member, and to receive the same information as other directors, subject to Section 1(h). The Investor Designees shall receive prior written notice of any proposal to form a new committee and shall be considered for appointment to any new committee on the same basis as the other Board members, taking into consideration applicable skill sets and the number of committees on which the all directors, including the Investor Designees, already serve. (h) The Investors agree that the Board or any committee thereof, in the good faith exercise of its fiduciary duties (without the Investor Designees voting on such determination), shall have the right to recuse the Investor Designees from any portion of a Board or committee meeting and may restrict access to information of the Company to the extent the Board or any such committee is deliberating and/or taking action with respect to (i) the enforcement or performance of this Agreement, (ii) an Investor Designee’s failure to comply with the Charter, the Bylaws or applicable Company Policies, (iii) any demands made by any of the Investors or any of their respective Affiliates with respect to the Company if such demand is coupled expressly with the threat to take any of the actions prohibited in Sections 3(a) through 3(k), or (iv) any proposed transaction between the Company and any of the Investors or any of their respective Affiliates or any other matter where the interests of the Investors or any of their respective Affiliates are directly adverse to those of the Company. For the avoidance of doubt, (A) consistent with his fiduciary duties as a director of the Company, each Investor Designee shall consider in good faith, to the same extent as any other director of the Company, recusal from any Board or committee meeting in the event there is any other actual or potential conflict of interest between the Investors or an Investor Designee, on the one hand, and the Company, on the other hand, and (B) the Board may restrict an Investor Designee’s access to information of the Company to the same extent it would for any other director of the Company, in accordance with applicable law. The Company represents and warrants that all Company Policies currently in effect are publicly available on the Company’s website or have been provided to the Investors or their counsel. The Board shall not utilize committees of the Board (including an “executive” or similar committee) for the purpose of discriminating against an Investor Designee or undermining the purpose of this Agreement. (i) The Investors agree that there shall be no contracts, plans or arrangements, written or otherwise, between any of the Investors and any Investor Designee in effect during the term of this Agreement providing for any compensation, reimbursement of expenses or indemnification of an Investor Designee related to such Investor Designee’s service on the Board. (j) While each Investor Designee serves as a director of the Board, such Investor Designee shall receive compensation (including equity based compensation, if any) for Board and committee meetings attended, an annual retainer, benefits (including expense reimbursements), director and officer insurance and any indemnity and exculpation arrangements on the same basis as all other non-employee directors of the Company. (k) During the Standstill Period (as defined below), the Company shall not adopt a Rights Plan unless the “Acquiring Person” definition exempts the Investors up to a beneficial ownership in the aggregate of the then-outstanding shares of Common Stock that is equal to the Ownership Cap. The term “Rights Plan” shall mean any plan or arrangement of the sort commonly referred to as a “rights plan,” “stockholder rights plan,” “shareholder rights plan” or “poison pill” that is designed to increase the cost to a potential acquirer of exceeding the applicable ownership thresholds through the issuance of new rights, common stock or preferred shares (or any other security or device that may be issued to stockholders of the Company, other than ratably to all stockholders of the Company).

Board Composition and Related Matters. (a) Immediately following Concurrently with and effective upon the Distribution Timeexecution of this Agreement, TPL Corp Sachem Head shall take all actions necessary irrevocably withdraw or cause the irrevocable withdrawal of (i) the notice of stockholder nomination, submitted to appoint Xxxxxx Xxxxx the Company on February 15, 2022 and (together with any replacement designated ii) the demand to inspect books and records, pursuant to this Section 1(a)220 of the General Corporation Law of the State of Delaware, submitted to the “Horizon Designee”) and Xxxx X. Xxxxxx (together with Company on February 17, 2022. Sachem Head shall also commit not to submit any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together proxies that it has solicited in connection with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to the Board if each Investor Group Designee fulfills each of the conditions set forth in Section 1(d) below (the “Appointment Conditions”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)2022 Annual Meeting. (b) Immediately following In connection with the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to public disclosure of this Section 1(b)Agreement, the Company shall disclose the Board’s determination that Pxxxxx Xxxxxxxx ceases to serve as the chief executive officer (“Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder DesigneesCEO”) and a director of the Company. As previously disclosed, director Jxxx Xxxxxxx shall not stand for reelection to the Board if at the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld)2022 Annual Meeting. (c) Effective immediately following the Distribution 2022 Annual Meeting, the Board of Directors (the “Board”) of the Company shall increase the size of the Board to thirteen (13) directors and appoint Sxxxx X. Xxxxxxxx (the “Sachem Head Director”), along with Dxxxx X. Toy and Jxxxx X. Xxxxxx, Xx. (the “Independent Directors” and, together with the Sachem Head Director, the “New Directors”) to the Board. The Company shall hold the 2022 Annual Meeting as scheduled on May 18, at 9 a.m. Central Daylight Time, and conduct the 2022 Annual Meeting without undue delay. (d) The Company represents and warrants that the Board will not take any material actions between the date of this Agreement and the foregoing appointments without Sachem Head’s consent, unless there is an action that, in the reasonable determination of the Board, cannot wait until after the 2022 Annual Meeting; provided, however, that the Board is not aware of any such action at the time of this Agreement. The parties acknowledge that the New Directors are being added to the Board immediately following the 2022 Annual Meeting at the Company’s request in order to avoid a possible postponement or adjournment of the 2022 Annual Meeting due to mechanical issues that would be associated with distributing revised proxy materials and soliciting support for the election of the New Directors at the 2022 Annual Meeting. (e) Following the Company’s hiring of a new permanent Chief Executive Officer of the Company (“CEO”), the size of the Board shall be increased to fourteen (14) directors and such CEO shall be appointed to the Board. (f) The Board shall form a new committee of the Board, consisting of five (5) directors, which shall be charged with a nationwide search run by a nationally recognized search firm for a new CEO among internal and external candidates (such committee, the “Search Committee”). The chair of the Search Committee shall be one (1) of the incumbent members of the Board. Concurrently with their appointment to the Board, the Board shall appoint the Sachem Head Director and Mr. Toy to the Search Committee. (g) Until the Termination Date, at least one New Director shall be appointed to each of the standing committees of the Board and any new committee(s) that may be established. Without limiting the foregoing, the Board shall, in accordance with its customary governance processes, give each of the New Directors the same due consideration for membership to any committee of the Board as any other independent director with similar relevant expertise and qualifications. It is understood and agreed that concurrently with the New Directors appointment to the Board, the Board shall appoint (i) Mx. Xxxxxxxx to the Executive and Nominating and Corporate Governance Committee, (ii) Mx. Xxxxxx to the Compensation Committee and (iii) Mr. Toy to the Audit Committee. (h) Sachem Head agrees that the Board or any committee thereof, in the exercise of its fiduciary duties, may recuse the Sachem Head Director from any portion of a Board or committee meeting, and restrict access to information of the Company, to the extent relating to (i) the Board shall be divided into three classes exercise of directorsany of the Company’s rights or enforcement of any of the obligations under this Agreement, (ii) any action taken in respect of or in response to actions taken or proposed by Sachem Head or its Affiliates, in each case, with respect to the Company or its Affiliates (including any threat to take any of the actions prohibited in Sections 3(a) through 3(l)), or (iii) any proposed transaction between the Company or any of its Affiliates and Sachem Head or any of its Affiliates. For the avoidance of doubt, Sachem Head acknowledges and agrees that: (i) consistent with his fiduciary duties as nearly equal in number as reasonably possible in accordance with a director of the Certificate of Incorporation of TPL Corp (as amended from time to timeCompany, the “Charter”)Sachem Head Director is obligated to consider in good faith, to the same extent as any other director of the Company, recusal from any Board or committee meeting in the event there is any other actual or potential conflict of interest between Sachem Head or the Sachem Head Director, on the one hand, and the Company, on the other hand; and (ii) the Trust Board may restrict the Sachem Head Director’s access to information of the Company to the same extent it would for any other director of the Company, in accordance with applicable law. (i) Sachem Head agrees that there shall be no contracts, plans or arrangements, written or otherwise, in effect during the term of this Agreement, between Sachem Head and TPL Corpthe Independent Directors providing for any compensation, as applicable, reimbursement of expenses or indemnification of the Independent Directors in connection with the Independent Directors’ service on the Board. (j) Sachem Head acknowledges and agrees that the Sachem Head Director shall immediately tender his resignation (it being understood that the Board shall have taken the right to decline to accept such resignation) if Sachem Head’s and completed all actions necessary its Affiliates’ aggregate Net Long Position falls below the lesser of 50% of its current beneficial ownership of the outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and 9,717,426 shares of Common Stock (subject to cause adjustment for stock splits, reclassifications, combinations, and recapitalizations) (the Mission Designee “Ownership Minimum Requirement”). Concurrently with the execution and delivery of this Agreement, the Sachem Head Director shall execute and deliver an irrevocable resignation letter in the form attached hereto as Exhibit A. (k) Until the Termination Date and as long as Sachem Head’s Net Long Position remains at or above the Ownership Minimum Requirement, in the event any New Director is no longer able to serve as a director of the Company for any reason, Sachem Head shall be appointed entitled to Class I designate a candidate for replacement for such New Director (such replacement, a “Replacement Director”), subject to the approval of the Board (with a term expiring in 2021)which approval shall not be unreasonably withheld; provided, the SoftVest Designee to be appointed to Class II of however, that if the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed does not approve such Replacement Director to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth thereinthis Section 1(k), any director candidate for the Board parties shall (icontinue to follow the procedures of this Section 1(k) provide the Trust with (A) until a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed Replacement Director is appointed to the Board, to become effective upon (1) in the case provided, further, that there shall be no more than one New Director who is an Affiliate of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, Sachem Head. Upon a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Replacement Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her ’s appointment to the Board; , the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal or, if the Board or the applicable committee of the Board determines that the Replacement Director does not satisfy the requirements of the New York Stock Exchange (ivthe “NYSE”) not and applicable law with respect to service on the applicable committee (which determination shall be otherwise disqualified from made reasonably and in good faith), to an alternative committee of the Board. Until such time as any Replacement Director is appointed to any applicable committee, one (1) of the other New Directors will be permitted to serve as an interim member of such applicable committee, unless such New Director is already serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly as practicable after the Distribution Time, such committee or the Board shall appoint at least one Stockholder Designee to serve on each or the applicable committee of the BoardBoard determines that such New Director does not satisfy the requirements of the NYSE and applicable law with respect to service on the applicable committee (which determination shall be made reasonably and in good faith). Any Replacement Director shall qualify as an “independent director” under applicable rules of the SEC, the rules of any stock exchange on which the Company is traded and applicable governance policies of the Company. It is understood that a Replacement Director appointed to the Board as a replacement for the Sachem Head Director shall be considered the Sachem Head Director, and a Replacement Director appointed to the Board as a replacement for an Independent Director shall be considered an Independent Director, for purposes of this Agreement.

Board Composition and Related Matters. (a) Immediately following The Company agrees that the Distribution Time, TPL Corp Board and all applicable committees of the Board shall take all actions necessary actions, effective immediately following the execution of this Agreement, to expand the Board to 13 members and to appoint Xxxxxx X. Xxxxx and Xxxxxxx Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Independent Designee” and, collectivelytogether with Xx. Xxxxx, the “Investor Group Alden Designees”) to the Board. The Company agrees that upon the conclusion of the 2017 annual meeting of stockholders (the “2017 Annual Meeting”), and subject only to Sections 1(e) and 1(f) below, the Board if each Investor Group Designee fulfills shall consist of 9 directors, including the Alden Designees. (b) No later than immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to combine the Governance Committee of the Board and the Nominating Committee of the Board into the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”) and shall not seek to separate the Nominating and Governance Committee during the time period starting on the date hereof and ending on the Termination Date (the “Cooperation Period”). Effective upon the execution of this Agreement, the Board shall appoint each of the conditions set forth in Section 1(d) below (the “Appointment Conditions”) as Alden Designees to each of the Distribution TimeNominating and Governance Committee and Compensation Committee. Based on In addition, the information available Company agrees that the Board and all applicable committees of the Board shall take all necessary actions, effective immediately following the execution of this Agreement, to (i) reconstitute the Trustees Nominating and Governance Committee to comprise four directors, including each of the two Alden Designees; and (ii) reconstitute the Compensation Committee to comprise four directors, including responses to each of the two Alden Designees. As promptly as practicable following the execution of this Agreement, but in any event no later than three Business Days following the execution of this Agreement, the Board shall determine the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as who shall be chairman of the Effective DateNominating and Governance Committee; the Board shall determine one of the Alden Designees who shall be the chairman of the Compensation Committee; and the Board shall take all necessary actions to appoint such individuals as chairman of the respective committee. In the event thatthat either the Nominating and Governance Committee or the Compensation Committee is unable to reach a majority resolution on any matter under consideration by such committee, prior then the chairman of such committee shall submit such matter to the Distribution Timemembers of the Board who are “independent” pursuant to the NASDAQ rules for consideration, either in which case only directors who are qualified and eligible to have been members of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails the committee in question are permitted to satisfy vote on such matter; provided, however, if the Appointment Conditionschairman does not submit such matter to the independent members for consideration within five Business Days following a request for such submission by a member of such committee, such member of such committee shall be entitled to submit such matter to the independent members for consideration. (c) During the Cooperation Period, the Investor Group Board shall (i) nominate each of the Alden Designees for election to the Board at each Stockholder Meeting at which directors are to be elected; and (ii) cause the Company to file a definitive proxy statement in respect of each Stockholder Meeting at which directors are to be elected and recommend that the Company’s stockholders vote directly or by proxy in favor of, and otherwise use reasonable best efforts to cause, the election of each of the Alden Designees. (d) During the Cooperation Period, in the event that either Alden Designee (or any Replacement Designee (as defined below)) ceases to be a director for any reason (other than pursuant to Section 1(f) below), and at such time Alden’s Ownership is at least the lesser of 10% of the Company’s then outstanding Common Stock and 3,798,662 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “10% Ownership Threshold”), Alden shall be entitled to designate, for consideration by the Nominating and Governance Committee, a candidate for replacement for such Alden Designee (such replacement, a “Replacement Designee”) in accordance with the process set forth in this Section 1(d). During the Cooperation Period, in the event that an Alden Designee ceases to be a director for any reason (other than pursuant to Section 1(f) below), and at such time Alden’s Ownership is at least the lesser of 5% of the Company’s then outstanding Common Stock and 1,899,331 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “5% Ownership Threshold”), and below the 10% Ownership Threshold, Alden shall be entitled to designate, for consideration by the Nominating and Governance Committee, a Replacement Designee in accordance with the process set forth in this Section 1(d); provided, however, that Alden shall have the foregoing replacement right only if the Alden Designee who ceased to be a director was the only Alden Designee on the Board. Any Replacement Designee must (A) qualify as “independent” pursuant to the NASDAQ rules, (B) have served for at least one year (either currently or at some time previously) as a director or executive officer of a private or public company with at least $750 million in annual sales, and (C) solely with respect to any Replacement Designee for the Independent Designee (and any Replacement Designee thereof), be independent of Alden and its Affiliates and Associates (for the avoidance of doubt, the nomination by Alden of such person to serve on the board of any other company shall not (in and of itself) cause such person to not be deemed independent of Alden) (clauses (A)–(C) the “Director Criteria”). With respect to any Replacement Designee, Alden shall have the right to designate replacement candidates propose a Replacement Designee who satisfies the Director Criteria for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions consideration and have been approved as Investor Group Designees acceptance by the Trustees Nominating and Governance Committee (such approval acceptance not to be unreasonably withheld). (b) Immediately following the Distribution Time, TPL Corp . Any Replacement Designee proposed by Alden shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each not be a “Stockholder Designee” and, collectively, the “Stockholder Designees”) candidate previously presented by Alden to the Board if the Mission Designee fulfills each of the Appointment Conditions Company for consideration as of the Distribution Time. Based on the information available a director (whether prior to the Trustees date hereof or hereafter) and whom the Company refused to accept. The Nominating and Governance Committee shall consider such candidate submitted by Alden within five Business Days after a completed D&O questionnaire has been received by the Nominating and Governance Committee with respect to such candidate (including responses the form of questionnaire shall be delivered to the director questionnaires and follow-up questions theretoReplacement Designee promptly following his or her designation by Alden), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event thatthe Nominating and Governance Committee does not accept the person recommended by Alden as the first Replacement Designee, prior Alden shall submit to the Distribution Time, Xxxx X. XxXxxxxx fails to Board two additional candidates who satisfy the Appointment ConditionsDirector Criteria. Among such two additional candidates submitted by Alden, the Trustees Nominating and Xxxxxx Xxxxx Governance Committee shall agree on choose one candidate as the Replacement Designee within five Business Days after a replacement completed D&O questionnaire has been received by the Nominating and Governance Committee with respect to each such candidate for (the Mission form of questionnaire shall be delivered to the Replacement Designee(s) within five Business Days following their designation by Alden). The Board shall appoint such candidate approved by the Nominating and Governance Committee within five Business Days. Upon a Replacement Designee’s appointment to the Board, who the Board and the Nominating and Governance Committee shall take all necessary actions to appoint such Replacement Designee to the Nominating and Governance Committee and the Compensation Committee. Unless a clear, contrary interpretation applies, each reference herein to an “Alden Designee” shall include a reference to any Replacement Designee with respect thereto. (e) The size of the Board shall be no more than 9 directors following the end of the 2017 Annual Meeting until the Termination Date; provided, however, the Board size may be increased to 11 directors only in order to accommodate one additional director approved by the Board and one additional director designated by Alden (so long as Alden satisfies the Appointment Conditions 10% Ownership Threshold at such time) (the “Additional Alden Designee”). The Additional Alden Designee shall satisfy the Director Criteria and be submitted by Alden for consideration and acceptance by the Nominating and Governance Committee (such agreement acceptance not to be unreasonably withheld). . Any Additional Alden Designee proposed by Alden shall not be a candidate previously presented by Alden to the Company for consideration as a director (cwhether prior to the date hereof or hereafter) Effective immediately and whom the Company refused to accept. The Nominating and Governance Committee shall consider such additional candidate within five Business Days after a completed D&O questionnaire has been received by the Nominating and Governance Committee with respect to such candidate (the form of questionnaire shall be delivered to the Additional Alden Designee promptly following his or her designation by Alden). In the Distribution Timeevent the Nominating and Governance Committee does not accept the person recommended by Alden as the Additional Alden Designee, (i) Alden shall submit to the Board two additional candidates who satisfy the Director Criteria. Among such two candidates submitted by Alden, the Nominating and Governance Committee shall choose one candidate as the Additional Alden Designee within five Business Days after a completed D&O questionnaire has been received by the Nominating and Governance Committee with respect to each such candidate (the form of questionnaire shall be divided into three classes of directorsdelivered to the Additional Alden Designee(s) within five Business Days following their designation by Alden). The Board shall appoint such candidate approved by the Nominating and Governance Committee within five Business Days. Unless a clear, as nearly equal contrary interpretation applies, each reference herein to an “Alden Designee” shall include a reference to any Additional Alden Designee with respect thereto. During the Cooperation Period, in number as reasonably possible the event that an Additional Alden Designee ceases to be a director for any reason (other than pursuant to Section 1(f) below), and at such time Alden’s Ownership satisfies the 5% Ownership Threshold, Alden shall be entitled to designate a Replacement Designee for such Additional Alden Designee in accordance with the Certificate of Incorporation of TPL Corp process set forth in this Section 1(e). (as amended f) In the event Alden’s Ownership fails to satisfy the 10% Ownership Threshold at any time prior to the Termination Date, Alden shall designate one Alden Designee who shall immediately resign from the Board and all committees thereof (unless there is only one Alden Designee on the Board at such time). In the event Alden’s Ownership fails to satisfy the 5% Ownership Threshold at any time prior to timethe Termination Date, the “Charter”)second Alden Designee and any Additional Alden Designee shall immediately resign from the Board and all committees thereof. Prior to appointment to the Board, each Alden Designee and (ii) the Trust and TPL Corpany Replacement Designee or Additional Alden Designee, as applicable, shall have taken and completed all actions necessary to cause execute an irrevocable resignation as director in the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023).form attached hereto as Exhibit A. (dg) As conditions to being appointed to The Company shall hold the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to 2017 Annual Meeting no later than June 15, 2017. The Company shall hold the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any 2019 annual meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event2019 Annual Meeting”)) within 60 days following the release of the Company’s financial results for the fiscal year ended in calendar year 2019, and (y) the Termination Datein no event no later than May 31, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE2019. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee of the Board.

Board Composition and Related Matters. (a) Immediately following Concurrently with and effective upon the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx (together with any replacement designated pursuant to execution of this Section 1(a)Agreement, the Urvan Group shall irrevocably withdraw (i) the notice of stockholder nomination, submitted to the Company on August 25, 2022 (the “Horizon DesigneeNotice”) and Xxxx X. Xxxxxx (together with any replacement designated ii) the demand to inspect books and records, pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to the Board if each Investor Group Designee fulfills each 220 of the conditions set forth in Section 1(d) below General Corporation Law of the State of Delaware (the “Appointment ConditionsDGCL”) as of the Distribution Time. Based on the information available ), submitted to the Trustees (including responses to the director questionnaires and follow-up questions thereto)Company on August 31, the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)2022. (b) Immediately following Effective immediately upon the Distribution Timeexecution of this Agreement, TPL Corp the Board of Directors (the “Board”) of the Company shall take all actions necessary increase the size of the Board to nine (9) directors and appoint Xxxx X. XxXxxxxx Wxxxx Xxxxxx and Cxxxxxxx Xxxxxxx (the “New Directors” and, together with any replacement designated pursuant to this Section 1(b)Sxxxxx Xxxxx, the “Mission Designee” and together with the Investor Urvan Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder DesigneesDirectors”) to the Board if Board. Until the Mission Designee fulfills each of the Appointment Conditions Termination Date (as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions theretodefined below), the Trustees believe that Xxxx X. XxXxxxxx satisfies Board shall not increase the Appointment Conditions as size of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions Board above nine (9) directors unless such agreement not to be unreasonably withheld)increase has been approved by at least seven (7) directors. (c) Effective The Company shall convene the 2022 annual meeting of stockholders (the “2022 Annual Meeting”) no later than December 15, 2022. The Company shall include the Urvan Group Directors in its director slate for the 2022 Annual Meeting and for any subsequent annual meeting of stockholders of the Company occurring prior to the Termination Date, and recommend the election of the Urvan Group Directors to the stockholders of the Company and solicit proxies for the election of the Urvan Group Directors at the 2022 Annual Meeting and for any subsequent annual meeting of stockholders of the Company occurring prior to the Termination Date. (d) The Board shall immediately following form, and publicly announce the Distribution Timeformation of, a new committee of the Board, consisting of four (4) directors, which shall be charged with planning the succession for the Chief Executive Officer of the Company (“CEO”) with the assistance of a nationally recognized search firm (such committee, the “CEO Succession Committee”). Concurrently with the New Directors’ appointment to the Board, the Board shall appoint one of the New Directors (to be chosen by the Urvan Group) and Mx. Xxxxx to the CEO Succession Committee along with two directors who are not Urvan Group Directors or the CEO. The chair of the CEO Succession Committee shall be a director who is not an Urvan Group Director. (e) Upon the CEO Succession Committee’s selection of a new CEO candidate, and subject to the Board’s fiduciary duties under applicable law, (i) the Board shall be divided into three classes promptly appoint such individual as the new CEO and (ii) one incumbent director who is not an Urvan Group Director shall resign from the Board to create a vacancy for the new CEO’s immediate appointment to the Board as a director upon his appointment as the new CEO. (f) Until the Termination Date, and subject to Nasdaq Stock Exchange (the “Nasdaq”) rules and applicable laws, the Board and all applicable committees of directorsthe Board shall take all actions necessary to promptly appoint each New Director to at least one (1) standing committee of the Board. Without limiting the foregoing, as nearly equal in number as reasonably possible the Board shall, in accordance with its customary governance processes, give each of the Certificate Urvan Group Directors the same due consideration for membership to any committee of Incorporation the Board as any other independent director with similar relevant expertise and qualifications. (g) The Urvan Group agrees that the Board or any committee thereof, in the exercise of TPL Corp its fiduciary duties, may recuse Mx. Xxxxx from any portion of a Board or committee meeting, and restrict access to information of the Company, to the extent relating to (as amended from time i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement, (ii) any action taken in respect of or in response to timeactions taken or proposed by the Urvan Group or its Affiliates, in each case, with respect to the Company or its Affiliates (including any threat to take any of the actions prohibited in Sections 4(a) through 4(l)), or (iii) any proposed transaction between the Company or any of its Affiliates and the Urvan Group or any of its Affiliates. For the avoidance of doubt, the “Charter”)Urvan Group acknowledges and agrees that: (i) consistent with their fiduciary duties as a director of the Company, each of the Urvan Group Directors is obligated to consider in good faith, to the same extent as any other director of the Company, recusal from any Board or committee meeting in the event there is any other actual or potential conflict of interest between such Urvan Group Director, on the one hand, and the Company, on the other hand; and (ii) the Trust Board may restrict such Urvan Group Director’s access to information of the Company to the same extent it would for any other director of the Company, in accordance with applicable law. (h) The Urvan Group agrees that there shall be no contracts, plans or arrangements, written or otherwise, in effect during the term of this Agreement, between the Urvan Group and TPL Corpthe New Directors providing for any compensation, as applicable, reimbursement of expenses or indemnification of the New Directors in connection with the New Directors’ service on the Board. (i) The Urvan Group acknowledges and agrees that Mx. Xxxxx shall immediately tender his resignation from the Board (it being understood that the Board shall have taken the right to decline to accept such resignation) if Mx. Xxxxx’x and completed all actions necessary his Affiliates’ aggregate Net Long Position falls below the lesser of 10% of the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and 11,729,976 shares of Common Stock (subject to cause adjustment for stock splits, reclassifications, combinations, and recapitalizations) (the Mission Designee “Ownership Minimum Requirement”). Concurrently with the execution and delivery of this Agreement, Mx. Xxxxx shall execute and deliver an irrevocable resignation letter in the form attached hereto as Exhibit A. Notwithstanding any other agreements between the Company and Mx. Xxxxx previously entered into, following the effectiveness of resignation of Mx. Xxxxx pursuant to this Section 1(i), the Company would have no obligation thereafter to nominate Mx. Xxxxx for election to the Board at any meeting of stockholders. (j) Until the Termination Date and as long as Mx. Xxxxx’x Net Long Position remains at or above the Ownership Minimum Requirement, in the event any Urvan Group Director ceases to be appointed a director or is no longer able to Class I serve as a director of the Company for any reason, Mx. Xxxxx shall be entitled to designate a candidate for replacement for such Urvan Group Director (such replacement, a “Replacement Director”), subject to the prompt approval of the Board (with a term expiring in 2021)which approval shall not be unreasonably withheld; provided, the SoftVest Designee to be appointed to Class II of however, that if the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed does not approve such Replacement Director to the Board pursuant to Sections 1(athis Section 1(j), the parties shall continue to follow the procedures of this Section 1(j) or 1(b) and 1(c) (and in addition until a Replacement Director is appointed to the conditions for Board, provided, further, that there shall be no more than one New Director who is an Affiliate of the Urvan Group). Upon a Replacement Director’s prompt appointment set forth therein)to the Board, any director candidate for the Board and all applicable committees of the Board shall take all necessary actions to promptly appoint such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal or, if the Board or the applicable committee of the Board determines that the Replacement Director does not satisfy the requirements of Nasdaq and applicable law with respect to service on the applicable committee (which determination shall be made reasonably and in good faith), to an alternative committee of the Board. Until such time as any Replacement Director is appointed to any applicable committee, the other New Director shall be permitted to serve as an interim member of such applicable committee, unless such New Director is already serving as a member of such committee or the Board or the applicable committee of the Board determines that such New Director does not satisfy the requirements of the Nasdaq and applicable law with respect to service on the applicable committee (which determination shall be made reasonably and in good faith). Any Replacement Director shall qualify as an “independent director” under applicable rules of the SEC, the rules of any stock exchange on which the Company is traded and applicable governance policies of the Company. It is understood that a Replacement Director appointed to the Board as a replacement for an Urvan Group Director shall be considered an Urvan Group Director, for purposes of this Agreement. (k) The Urvan Group hereby acknowledges that prior to the execution of the Agreement, and as a condition of the New Directors’ appointment to the Board, each of the New Directors has (i) provide provided the Trust Company with (A) a completed and accurate director questionnaire and complete and accurate responses to any reasonable follow-up questions to in the questionnaire posed form provided by the Trust; Company and as completed by the current directors, (B) a signed an executed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any the Company’s proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; 2022 Annual Meeting, (C) an agreement, which has also been executed agreement by all the current directors serving on the Board prior to the execution of this Agreement, to abide by the terms of the CharterCertificate of Incorporation, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or and similar publicly-disclosed governance documents of TPL Corp applicable to the current directors (collectively, the “Governance Documents”), in the same form as executed by all director candidates; and (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be has been reasonably requested by the TrusteesCompany that is required of all other non-management directors of the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take taken all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. ISS and Glass Lewis & Co., LLC as a result of his or her appointment election to the Board; and Board (iv) “Overboarded”), provided that each of the current directors serving on the Board prior to the execution of this Agreement has likewise taken such necessary actions to not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSEOverboarded. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee of the Board.

Board Composition and Related Matters. (a) Immediately following Effective upon the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx (together with any replacement designated pursuant to execution of this Section 1(a)Agreement, the Board of Directors of the Company (the “Horizon DesigneeBoard”) and shall increase the size of the Board from six to seven directors. (b) Effective upon the execution of this Agreement, the Board shall appoint Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to the Board if each Investor Group as a Class III director with a term expiring at the 2019 Annual Meeting. Prior to her appointment to the Board, the Designee fulfills each shall have (i) completed the Company’s standard director questionnaire as provided to the Designee prior to the execution of this Agreement and (ii) executed and delivered to the conditions set forth Company an irrevocable resignation as director in Section 1(d) below the form attached hereto as Exhibit A (the “Appointment ConditionsResignation Letter”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld). (b) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) to the Board if the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following upon the Distribution Timeappointment of the Designee to the Board, the Board shall appoint the Designee to the Compensation Committee of the Board. The Designee shall be entitled to continuously serve on the Compensation Committee of the Board until the Termination Date. (d) If at any time the Stockholders and their Affiliates cease to beneficially own 10% or more of the issued and outstanding shares of Common Stock, (i) the Board obligations of the Company pursuant to paragraphs (a) and (c) of this Section 1 shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), terminate immediately and (ii) the Trust and TPL Corp, as applicable, Designee shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed immediately tender her or his resignation pursuant to the Board pursuant to Sections 1(a) Resignation Letter, which resignation may be accepted or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed rejected by the Trust; (B) a signed consent to be named as (1) a director other members of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by provided, however, that the terms of foregoing shall not apply if the Charter, the Bylaws of TPL Corp (as amended Stockholders and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing their Affiliates cease to beneficially own, in the aggregate, a Net Long Position of at least own 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his any buybacks, tenders or her appointment repurchases by the Company unless and until the Stockholders and their Affiliates, after such buyback, tender or repurchase by the Company, cease to beneficially own any additional shares of Common Stock and at that time continue to beneficially own less than 10% of the Board; issued and (iv) not be otherwise disqualified from serving as a member outstanding shares of a board of directors of a public company with shares traded on the NYSECommon Stock. (e) As promptly Until the Termination Date, in the event that the Designee ceases to be a director of the Company, the Stockholders shall designate, subject to the approval of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) in accordance with this paragraph, a candidate for replacement for the Designee (such replacement, a “Replacement Designee”). The Replacement Designee shall qualify as practicable an “independent director” under applicable rules of the SEC, the NASDAQ rules and applicable governance policies of the Company. The Nominating Committee shall, in good faith and consistent with its fiduciary duties, consider such candidate within ten Business Days after such candidate has delivered to the Distribution TimeNominating Committee the following items (the “Review Period”): a completed standard director questionnaire (in the form to be provided by the Company) and a duly executed irrevocable resignation as director in the form attached hereto as Exhibit A to the Nominating Committee. Following the Nominating Committee’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, the Board shall appoint at least one Stockholder Designee to serve on each committee such candidate within five Business Days following the conclusion of the BoardReview Period. In the event the Nominating Committee declines to approve a candidate designated by the Stockholders, the Stockholders may propose one or more replacement designees, subject to the above criteria and time periods, until a Replacement Designee is appointed. Unless a clear, contrary interpretation applies, each reference herein to the “Designee” shall include a reference to any Replacement Designee. (f) At least 30 days prior to the deadline under the bylaws of the Company for submission of notice of stockholder nominations for the election of directors for the 2019 Annual Meeting, the Company shall provide the Stockholders with written notice stating whether the Company intends to nominate the Designee for election as a director of the Company and to solicit proxies in favor of her or his election.

Board Composition and Related Matters. (a) Immediately following Effective upon the Distribution Timeexecution of this Agreement, TPL Corp Xx. Xxxxx X. Jennings and Xx. X. Donaldson Xxxxxxxx shall take all actions necessary to appoint Xxxxxx Xxxxx (together with any replacement designated pursuant to this Section 1(a), resign from the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”Board, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to the Board if each Investor Group Designee fulfills each of the conditions set forth in Section 1(d) below (the “Appointment Conditions”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)accept their resignations with immediate effect. (b) Immediately following Effective upon the Distribution Timeexecution of this Agreement, TPL Corp Mr. Xxxxxxx Xxxxx shall take all actions necessary be appointed to appoint Xxxx X. XxXxxxxx the Board (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder DesigneesGroup Designee”). Prior to his appointment to the Board, the Stockholder Group Designee (and any Stockholder Group Replacement Designee) shall execute an irrevocable resignation as director in the form attached hereto as Exhibit A. Following his appointment to the Board, the Board shall appoint the Stockholder Group Designee (and any Stockholder Group Replacement Designee) to the Board if the Mission Designee fulfills each of the Appointment Conditions as of Nominating and Corporate Governance Committee and the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld)Compensation Committee. (c) Effective immediately following upon the Distribution Timeexecution of this Agreement, (i) the roles of Chairman of the Board and Chief Executive Officer shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), separated and (ii) Xx. Xxxxxx X. Fawthrop shall be the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I Chairman of the Board and (with a term expiring in 2021), iii) the SoftVest Stockholder Group Designee to shall be appointed to Class II Vice Chairman of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023)Board. (d) As conditions to being appointed Prior to the nomination of directors for election at the 2016 annual meeting of stockholders (the “2016 Annual Meeting”), the Board pursuant to Sections 1(a) or 1(bshall nominate for election at the 2016 Annual Meeting an additional designee mutually agreed upon between the Stockholder Group and the Company (the “Mutual Designee”, and, collectively with the Stockholder Group Designee, the “Designees”). The Mutual Designee shall qualify as an “independent director” under applicable rules of the SEC, the rules of the New York Stock Exchange (“NYSE”) and 1(c) (under the Company’s corporate governance guidelines. Immediately following the execution of this Agreement, the Company and the Stockholder Group shall engage in addition good faith discussions with respect to the conditions individual who shall be the Mutual Designee. Each of the Stockholder Group and the Company shall be entitled to recommend individuals for appointment set forth thereinconsideration to be selected as the Mutual Designee. The Company shall not unreasonably withhold consent with respect to any Mutual Designee recommended by the Stockholder Group; provided that the Company may withhold consent if it reasonably determines that the Mutual Designee is not independent from the Stockholder Group as a result of material business or personal relationship with the Stockholder Group or any of its Affiliates or Associates. (e) During the time period starting on the date hereof and ending on the Termination Date (the “Commitment Period”), any director candidate for the Board shall (i) provide nominate the Trust Designees for election to the Board at each Stockholder Meeting or in respect of any solicitation of written consents of stockholders at which directors are to be elected; (ii) cause the Company to file a definitive proxy statement or definitive consent statement in respect of each Stockholder Meeting or solicitation of written consents of stockholders at which directors are to be elected and recommend that the Company’s stockholders vote or consent directly or by proxy in favor of, and otherwise use reasonable best efforts to cause, the election of all Designees; and (iii) cause the Company to file a definitive consent revocation statement in respect of any solicitation of written consents of stockholders to remove any of the Designees and recommend that the Company’s stockholders do not sign consents to remove any of the Designees and use reasonable best efforts to cause the revocation of any such consents. (f) During the Commitment Period, in the event that the Stockholder Group Designee ceases to be a director for any reason, the Stockholder Group shall be entitled to designate, for consideration by the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), a candidate for replacement for such Stockholder Group Designee (such replacement, a “Stockholder Group Replacement Designee”). The Nominating Committee, in good faith and consistent with its fiduciary duties, shall make a decision with respect to such candidate within five (A5) Business Days after a completed and accurate D&O questionnaire and complete and accurate responses to any reasonable follow-up questions has been received by the Nominating Committee (the form of questionnaire shall be delivered to the questionnaire posed Stockholder Group Replacement Designee immediately following its designation by the TrustStockholder Group); (B) a signed consent and, subject to the Nominating Committee’s approval, which approval shall not be named as (1) a director of TPL Corp in unreasonably withheld, the registration statement to be filed with Board shall appoint such candidate approved by the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and Nominating Committee within two (2) Business Days. In the event the Nominating Committee declines to recommend a nominee candidate designated by the Stockholder Group, the Stockholder Group may propose one or more replacement designees, subject to the above criteria. (g) The size of the Board shall be fixed at no more than (i) seven directors, prior to the 2016 Annual Meeting, and (ii) eight directors, following the 2016 Annual Meeting and until the end of the Commitment Period. (h) The Company agrees that the Board and all applicable committees of the Board shall take all necessary actions, effective immediately following the execution of this Agreement, to determine that each Designee, including any Stockholder Group Replacement Designee, is deemed to be a member of the “Incumbent Board” (as such term is defined in the applicable agreement or instrument) for purposes of determining whether there has been a “Change in Control” under (i) any proxy statement employment agreements between the Company and any of TPL Corp its named executive officers entered into following the execution of this Agreement and (ii) the Company’s 2014 Long Term Incentive Plan for any meeting grants following the execution of this Agreement. (i) The obligations of the stockholders of TPL Corp at which such person may be nominated for election by the Board; Company pursuant to paragraphs (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”b), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, e) (solely with respect to the “Governance Documents”Stockholder Group Designee and any Stockholder Group Replacement Designee), and (f) of this Section 2 shall terminate immediately in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by event the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Stockholder Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing ceases to beneficially own, in the aggregate, a Net Long Position of at least 10own 5% or more of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSEStock. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee of the Board.

Board Composition and Related Matters. (a) Immediately The Board shall, as promptly as practicable following the Distribution TimeSpecial Meeting of Stockholders currently scheduled for June 9, TPL Corp shall take all actions 2023 (the “Special Meeting”), increase the size of the Board only to the extent necessary to appoint Xxxxxx Xxxxx create newly vacant director seats to enable the appointment of the New Independent Directors (together with any replacement designated pursuant to this Section 1(a)as defined below, and such increase, the “Horizon DesigneeBoard Size Increase”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a); provided, however, that if the Board publicly announces that the Special Meeting shall not be held, the “SoftVest Designee”Board shall, and together with as promptly as practicable following such announcement, but in no case later than five (5) Business Days following such announcement, implement the Horizon DesigneeBoard Size Increase. (b) The Board shall, each an “Investor Group Designee” andas promptly as practicable following the Special Meeting, collectivelybut in no case later than five (5) Business Days following the Special Meeting, appoint Xxxxxxxx Xxxxx (the “Investor Group DesigneesInvestor-Sourced Director”) to the Board if each Investor Group Designee fulfills each to fill the vacancies resulting from the increase in the size of the conditions Board as set forth in Section 1(d1(a) below of this Agreement; provided, however, that if the Board publicly announces that the Special Meeting shall not be held, the Board shall, as promptly as practicable following such announcement, but in no case later than five (5) Business Days following such announcement, appoint the Investor-Sourced Director. The onboarding of the Investor-Sourced Director shall be through a reasonable and customary process no more onerous, burdensome or time consuming than the process for onboarding any other director to the Board, and there shall be no procedure, policy or other obstacle implemented with the intent or effect of prejudicing the Investor-Sourced Director’s ability to timely join the Board. The Company shall exercise reasonable best efforts, in cooperation with Investor, to ensure that the Investor-Sourced Director is found independent by the relevant regulatory entities. (c) The Board shall, as promptly as practicable following the Special Meeting, but in no case later than five (5) Business Days following the Special Meeting, appoint Xxxxx Xxxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxxxx (the “Appointment Conditions”) as of Other New Directors,” and collectively with the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and followInvestor-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld). (b) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b)Sourced Director, the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder DesigneesNew Independent Directors”) to the Board if to fill the Mission Designee fulfills each of vacancies resulting from the Appointment Conditions as of increase in the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following the Distribution Time, (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I size of the Board (with a term expiring as set forth in 2021)Section 1(a) of this Agreement; provided, however, that if the Board publicly announces that the Special Meeting shall not be held, the SoftVest Designee to be appointed to Class II of Board shall, as promptly as practicable following such announcement, but in no case later than five (5) Business Days following such announcement, appoint the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023)Other New Directors. (d) As conditions to being appointed The Board shall, with respect to the Board pursuant to Sections 1(a) or 1(b) and 1(c) Company’s 2023 Annual Meeting of Stockholders (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall “2023 Annual Meeting”): (i) provide nominate the Trust with New Independent Directors and Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, and Xxxxxxx X. Xxxx (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed “Continuing Directors” and, collectively with the SEC by TPL Corp in connection with New Independent Directors, the Proposed Transaction (or any amendment thereof) “Board Slate”), and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated no other individuals, for election by to the Board; (Cii) an executed agreement recommend to abide by the terms stockholders of the Charter, Company the Bylaws election of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed Board Slate to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under solicit proxies in favor of the applicable policies election of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment the Board Slate to the Board; and (iv) not be use its reasonable best efforts to cause the election of the New Independent Directors at the 2023 Annual Meeting and otherwise disqualified from serving as support the New Independent Directors for election in a member of a board of directors of a public company with shares traded on manner no less rigorous or favorable than the NYSEmanner in which the Board supports any other nominees. (e) As promptly as practicable after Following the Distribution Time2023 Annual Meeting, the size of the Board shall be fixed at seven (7) directors until the appointment of a new permanent Chief Executive Officer (the “Permanent CEO”), at which time the size of the Board shall be increased accordingly, and the Permanent CEO shall be appointed to the Board. If the appointment of the Permanent CEO occurs before the 2023 Annual Meeting, then the Permanent CEO shall be included in the Board Slate and the size of the Board shall be increased accordingly. Notwithstanding the foregoing, following the 2023 Annual Meeting, the Board shall appoint at least one Stockholder Designee be permitted to serve on each increase the size of the Board if 66.6% of the directors so consent. (f) The determination of the Permanent CEO shall require consent of a majority of the directors of the Board. The Company shall seek to conclude its search for the Permanent CEO as soon as practicable following the appointment of the New Independent Directors. (g) The Board and all applicable committees of the Board shall, in accordance with the Board’s customary governance processes, give the New Independent Directors the same due consideration for membership to any committee of the Board as any other independent director with similar relevant expertise and qualifications, subject to applicable rules of the SEC and of any stock exchange on which the Company is traded. (h) Until the Termination Date and as long as Investor and its Affiliates’ Net Long Position exceeds four percent (4%) or more of the Common Stock (as defined below), if any of the Investor-Sourced Directors ceases to serve as a director of the Company for any reason whatsoever, Investor shall be entitled to propose another individual to replace such director (a “Replacement Director”) in writing. The Board shall have the right to approve any such Replacement Director, such approval not to be unreasonably withheld (provided, however, that, if the Board determines that any such Replacement Director would not be an “independent director” under Section 5605(a)(2) of the Nasdaq Rules, would not comply with the Guidelines or would be an Affiliate or Associate of Investor, the Other Investor or Voce (as defined below), the Board’s disapproval of such Replacement Director shall be reasonable). If the Board does not approve any such proposed Replacement Director, Investor shall have the right to continue proposing Replacement Directors until a Replacement Director is approved by the Board, at which time the Board shall take all necessary actions to cause such Replacement Director to be appointed to the Board. The Board shall express its approval or disapproval of any proposed Replacement Director to Investor no later than fifteen (15) Business Days following such proposal. In the event that the Board fails to express its approval or disapproval of any such proposed Replacement Director to Investor in writing within fifteen (15) Business Days following such proposal, such proposed Replacement Director shall be deemed approved by the Board and the Board shall promptly take all necessary action to cause such Replacement Director to be appointed to the Board. The references in this Agreement to the Investor-Sourced Director shall be deemed to include any Replacement Directors. (i) Each of the directors serving, as of the date of this Agreement, as the chair of the Board, the chairs of each of the committees of the Board, and as members of each of the committees of the Board shall remain unchanged until the day after the 2023 Annual Meeting. As soon as practicable following the 2023 Annual Meeting, the Board shall meet to appoint a chair of the Board and to determine committee assignments and responsibilities. (j) The Company shall, as promptly as practicable following the execution and delivery of this Agreement, use its reasonable best efforts to enter into a consulting agreement on customary terms with Xx. Xxxxxx. (k) The Company shall, as promptly as practicable following the execution and delivery of this Agreement, use its reasonable best efforts to appoint Dr. Xxxxxx Xxxxxx and Xx. Xxxx Xxxxxx as senior medical advisors to the Board to serve in such advisory roles on customary terms.

Board Composition and Related Matters. (a) Immediately following Concurrently with the Distribution Timeexecution of this Letter Agreement the Board of Directors of the Company (the "Board") shall expand the size of the Board to eleven members and elect Xxxxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxxxx (the "New Directors") as members of the Board to fill the two vacancies created by such expansion, TPL Corp shall take all actions necessary each with terms to appoint Xxxxxx Xxxxx expire at the Company's 2018 annual meeting of shareholders (together with any replacement designated pursuant the "2018 Annual Meeting"). The Company agrees to this Section 1(ainclude the New Directors in the slate of nominees recommended by the Board in the proxy statement and proxy card relating to the 2018 Annual Meeting (the "2018 Proxy Materials"), with Xx. Xxxxx nominated to serve in the “Horizon Designee”class of directors with terms expiring at the Company's 2021 annual meeting of shareholders and Xx. Xxxxxxxx nominated to serve in the class of directors with terms expiring at the Company's 2020 annual meeting of shareholders (the "2020 Annual Meeting"). The Company shall use its reasonable best efforts to cause the election of the New Directors at the 2018 Annual Meeting (which, for the avoidance of doubt, shall be no less than effort expended with respect to other Company nominees) and shall recommend the Company's shareholders vote for the election of the New Directors. In connection with the foregoing, the Company agrees that (i) Xxxxxxxx X. Xxxxxx and Xxxx X. Xxxxxxxxx (whose current terms expire at the 2018 Annual Meeting) shall be nominated to serve in the class of directors with terms expiring at the Company's 2019 annual meeting of shareholders (the "2019 Annual Meeting") (which the Parties acknowledge shall require Xx. Xxxxxx and Xx. Xxxxxxxxx to be elected for a one-year term at the 2018 Annual Meeting) and (ii) Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxx (together whose current terms also expire at the 2018 Annual Meeting) shall be nominated to serve in the class of directors with terms expiring at the Company's 2021 annual meeting of shareholders (the "2021 Annual Meeting"). The Company further agrees (i) not to expand the size of the Board beyond eleven members at any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) time prior to the Board if each Investor Group Designee fulfills each of the conditions 2019 Annual Meeting, (ii) except as set forth in Section 1(dthe previous sentence, not to change or seek to change the classes on which the directors (or their replacements) below serve, and (iii) to hold the “Appointment Conditions”) as of the Distribution Time2018 Annual Meeting no later than May 31, 2018. Based on the information available to foregoing, and assuming the Trustees election of each of the Company's nominees at the 2018 Annual Meeting (including responses to Xx. Xxxxxxxx, Xx. Xxxxx, Xx. Xxxxxx, Xx. Xxxxxxxxx, Xx. Xxxxxxx and Xx. Xxxxxx): (1) the director questionnaires class of directors with terms expiring at the 2021 Annual Meeting shall be comprised of Xx. Xxxxxxx, Xx. Xxxxxx and follow-up questions thereto)Xx. Xxxxx; (2) the class of directors with terms expiring at the 2020 Annual Meeting shall be comprised of Xxxxxxx X. Xxxxx, M. Xxxxx Xxxxxx, Xxxxx X. XxXxxxx, XX and Xx. Xxxxxxxx; and (3) the Trustees believe that class of directors with terms expiring at the 2019 Annual Meeting shall be comprised of Xx. Xxxxxx, Xx. Xxxxxxxxx, Xxx Xxxxxxx and Xxxxxxx Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)Xxxxx. (b) Immediately following The New Directors will use their respective reasonable best efforts to obtain a waiver with respect to the Distribution Time"over-boarding" policies of Institutional Shareholder Services and BlackRock, TPL Corp Inc., if applicable, as soon as reasonably practicable, and if such waiver is not obtained use their respective reasonable best efforts to comply with such requirements prior to the one-year anniversary of this Letter Agreement. In furtherance of the foregoing, Corvex hereby agrees that it shall take all actions necessary use its reasonable best efforts to appoint Xxxx X. XxXxxxxx (together assist in procuring the compliance and obtaining of any waiver contemplated by the preceding sentence, or in connection with any replacement designated individual(s) who become members of the Board pursuant to this Section 1(bparagraph 1(c), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) to the Board if extent requested by the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld)Company. (c) Effective immediately following Should there be a vacancy or vacancies, for any reason, as a result of the Distribution Timeremoval or resignation of one or both of the New Directors or any other event resulting in one or both of the New Directors no longer being a director, in each case, prior to the Company's mailing of definitive proxy materials with respect to the 2019 Annual Meeting, then, provided Xx. Xxxx Xxxxx Alapont (i) meets all director independence and other standards of the New York Stock Exchange and the Securities and Exchange Commission (the "SEC"), (ii) provides to the Company all information that is required to be included in a proxy statement filed pursuant to the proxy rules of the SEC and New York Stock Exchange rules and regulations, (iii) complies with and, where applicable, enters into all policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company's directors, including consent to be named in the Company's proxy materials and to serve as a director of the Company if elected, (iv) agrees to use his or her reasonable best efforts to obtain a waiver with respect to the "over-boarding" policies of Institutional Shareholder Services and BlackRock, Inc., if applicable, as soon as reasonably practicable, and if such waiver is not obtained use his or her reasonable best efforts to comply with such requirements prior to the one-year anniversary of his election to the Board, and (v) is not an employee, director, officer, controlling person or otherwise an affiliate (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Corvex and/or its affiliates (the "Replacement Requirements"), Corvex shall be entitled to designate him (or if he is no longer able or willing to serve as a director or does not then satisfy the Replacement Requirements, another individual (or, if there are two such vacancies, two other individuals) satisfying the Replacement Requirements and reasonably acceptable to the Board) in replacement of such individual(s) and the Company, the Board and all applicable committees and subcommittees shall take all necessary actions to (i) promptly appoint such individual(s) to fill such vacancy or vacancies until the 2018 Annual Meeting or 2019 Annual Meeting, as applicable, and (ii) nominate such individual(s) for election at the 2018 Annual Meeting or 2019 Annual Meeting, as applicable, to serve in the class of directors with the applicable remaining term of the New Director(s) being replaced and such replacement individual(s) shall be considered to be a "New Director" or "New Directors", as the case may be, under this Agreement. The Company shall use its reasonable best efforts to cause the election of such New Director(s) at the 2018 Annual Meeting or 2019 Annual Meeting, as applicable (which, for the avoidance of doubt, shall be no less than effort expended with respect to other Company nominees) and shall recommend the Company's shareholders vote for the election of such New Director(s). Corvex agrees that if a New Director resigns from the Board, Corvex and its affiliates shall neither (1) nominate such individual as a director nor (2) engage in, or encourage any third person to engage in, any solicitation with respect to, or vote in favor of or otherwise directly or indirectly support, the election of such individual as a director, in either case in connection with a contested solicitation of proxies at the 2019 Annual Meeting. Notwithstanding anything to the contrary in this Letter Agreement, Corvex's rights pursuant to this paragraph 1(c) shall terminate at such time as Corvex no longer beneficially owns (as defined in Rule 13d-3 under the Exchange Act) 5.0% or more of the outstanding common stock, $0.01 par value, of the Company ("Common Stock"). (d) The Company agrees that (i) the New Directors will each be added to one or more committees of the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, determined by the “Charter”full Board), and (ii) if it forms any new committees or subcommittees of the Trust and TPL CorpBoard, the Board shall offer to the New Directors and, if accepted by the New Directors, appoint such New Director or New Directors to such committee, as applicable; provided that if any such new committee has four or fewer total members, the Board shall have taken only be required to offer one New Director the opportunity to serve on such new committee (whom the New Directors shall be entitled to select among themselves or, if they cannot agree, the Board shall select), provided further, that the Board shall not form any strategic, transaction or executive committee (or other committee with authority commonly granted to such committees) or delegate authority commonly associated with such committees to any existing committee unless both New Directors are offered to the opportunity to sit on such committee (regardless of the number of members). The Board and completed all actions necessary to cause the Mission Designee to be appointed to Class I any committees or subcommittees of the Board (with will not remove any New Director from a term expiring in 2021), the SoftVest Designee to be appointed to Class II committee of the Board (Board, except as required by law, with a term expiring in 2022) and Corvex's prior written consent or if such New Director is no longer serving on the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023)Board. (de) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) Corvex shall, and 1(c) (and in addition to the conditions for appointment set forth therein)shall cause its affiliates to, any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designeeall shares of Common Stock owned of record, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% as of the issued and outstanding shares of record date for the Common Stock 2018 Annual Meeting (which the “Minimum Ownership Event”Company hereby confirms is February 28, 2018), by Corvex or an affiliate, cause such shares, and (y) the Termination Date, and (2ii) in the case of all shares of Common Stock beneficially owned but not owned of record, as of the SoftVest Designeerecord date for the 2018 Annual Meeting, by Corvex or an affiliate, direct the earlier of record holder to cause such shares (x) to be present for quorum purposes at the Minimum Ownership Event, 2018 Annual Meeting and (y) to be voted in favor of (1) each director candidate nominated by the Horizon Designee ceasing Company, (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company to serve on audit the Board, financial statements for calendar year 2018 and (z3) any "say-on-pay" proposal. Neither the Termination Date; (ii) qualify as an Independent Director; (iii) agree Company nor Corvex shall knowingly take any actions, including making any public statements, inconsistent with seeking to take effect the election of all necessary action to not be considered to be “overboarded” under of the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment nominees to the Board; and (iv) not be otherwise disqualified from serving Board as a member of a board of directors of a public company with shares traded on set forth in the NYSE2018 Proxy Materials. (ef) As Corvex shall promptly cause the appeal captioned Corvex Management LP, Appellant, v. Energen Corporation, Appellee, docket No. 1170200, pending before the Supreme Court of Alabama to be voluntarily dismissed with prejudice. (g) Concurrently with the execution of this Letter Agreement, Corvex shall cause the Stockholder (as practicable after defined therein) to irrevocably withdraw the Distribution TimeNotice of Intent to Bring Business Before, and Nominate Individuals for Election as Directors at, the Board shall appoint at least one 2018 Annual Meeting of Stockholders of Energen Corporation submitted by the Stockholder Designee to serve the Company on each committee of the BoardJanuary 31, 2018.

Board Composition and Related Matters. (a) Immediately following Simultaneously with the Distribution Timeexecution of this Agreement, TPL Corp the Company’s Board of Directors (the “Board”) shall take all actions action necessary to (i) increase the size of the Board from eleven (11) to thirteen (13) directors; (ii) appoint Dxxxx X. Xxxxx and Lxxx X. Xxxxxx Xxxxx (together with any replacement designated pursuant to this Section 1(a)each a “Legion Designee” and together, the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Legion Designees”) as directors of the Company, with terms expiring at the Company’s 2023 Annual and Special Meeting of Shareowners to be held on May 31, 2023 (the “2023 Annual Meeting”); and (iii) rescind the nomination of Exxx Xxxxxxxxx and Gxxxxxx Xxxxxxx for election to the Board if each Investor Group Designee fulfills at the 2023 Annual Meeting; provided, that each of Mx. Xxxxxxxxx and Mx. Xxxxxxx will serve out the conditions set forth rest of his term as a director on the Board, which will expire as of immediately prior to the 2023 Annual Meeting. Subject to the terms of this Agreement, the Board shall include the Legion Designees on the Board’s slate of director nominees standing for election at the 2023 Annual Meeting. The Company shall recommend that the Company’s shareowners vote, and shall solicit proxies, in Section 1(d) below (favor of the “Appointment Conditions”) election of the Legion Designees at the 2023 Annual Meeting and otherwise support the Legion Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other director nominees at the 2023 Annual Meeting. Effective as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto)2023 Annual Meeting, the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy Board shall take all action necessary to reduce the Appointment Conditions as size of the Effective Date. In the event that, prior Board from thirteen (13) to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees ten (such approval not to be unreasonably withheld)10) directors. (b) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each The Parties acknowledge that as a “Stockholder Designee” and, collectively, the “Stockholder Designees”) to the Board if the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following the Distribution Time, (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions condition to being appointed to the Board pursuant and to Sections 1(a) or 1(b) and 1(c) (and being recommended for election at the 2023 Annual Meeting, each Legion Designee has participated in addition to the conditions reasonable, customary onboarding procedures for appointment set forth therein), any new director candidate for the Board shall candidates. Such procedures include (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent providing information required to be named as (1) a or customarily disclosed by directors or director of TPL Corp candidates in the registration statement to be filed with the SEC by TPL Corp proxy statements or other filings under applicable law or stock exchange regulations and information in connection with assessing eligibility, independence, and other criteria applicable to directors or satisfying compliance and legal obligations, in each case, as promptly as necessary to enable the Proposed Transaction (or any amendment thereof) and (2) a nominee in any timely filing of the Company’s proxy statement of TPL Corp for any meeting of and other reports with the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended U.S. Securities and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock Exchange Commission (the “Minimum Ownership EventSEC”) and the Canadian securities regulators, (ii) agreeing to comply at all times with the Laws and Company Policies (as defined below), and (yiii) the Termination Date, and (2) in the case consenting to appropriate background checks comparable to those undergone by other non-management directors of the SoftVest Designee, Company. (c) Concurrently with the earlier appointment of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment Legion Designees to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee Mx. Xxxxx to serve on each committee the ESG and Nominating Committee of the Board and Mx. Xxxxxx to the Human Resources and Compensation Committee of the Board. The Board shall give the Legion Designees the same due consideration as any other director for membership to each of the Board’s other committees and subcommittees, including any new committees and subcommittees that may be established on or after the date hereof.

Board Composition and Related Matters. (a) Immediately following the Distribution Time, TPL Corp shall take all actions necessary The Company agrees to appoint Xxxxxx (i) nominate Xx. Xxxxx (together with any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) for election to the Board at the 2016 Annual Meeting (the "PL Capital Designee"); (ii) file a preliminary, if each Investor Group necessary, and definitive proxy statement that includes the PL Capital Designee fulfills each for the 2016 Annual Meeting; and (iii) recommend, support and solicit proxies for the election of the conditions set forth PL Capital Designee at the 2016 Annual Meeting in Section 1(d) below (the “Appointment Conditions”) same manner as for the Company's other nominees standing for election to the Board at the 2016 Annual Meeting, and otherwise use reasonable best efforts to cause, the election of the Distribution Time. Based on PL Capital Designee at the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)2016 Annual Meeting. (b) Immediately following Prior to the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to execution of this Section 1(b)Agreement, the “Mission Designee” and together with PL Capital Designee has executed an irrevocable resignation as director in the Investor Group Designees, each a “Stockholder Designee” and, collectivelyform attached hereto as Exhibit A. Following his election to the Board, the “Stockholder Designees”) Company shall cause the PL Capital Designee to be appointed to the Board if board of directors of The Old Point National Bank of Phoebus (the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld"Bank"). (c) Effective immediately following During the Distribution Time, time period starting on the date hereof and ending on the Termination Date (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”"Commitment Period"), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide nominate the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions PL Capital Designee for election to the questionnaire posed by the Trust; (B) a signed consent Board at each Stockholder Meeting at which directors are to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trusteeselected; and (Fii) for Investor Group Designeescause the Company to file a definitive proxy statement in respect of each Stockholder Meeting at which directors are to be elected and recommend that the Company's stockholders vote directly or by proxy in favor of, an executed conditional resignation letterand otherwise use reasonable best efforts to cause, addressed the election of the PL Capital Designee at such Stockholder Meeting. In addition, during the Commitment Period, the Company shall cause the PL Capital Designee to be appointed to the board of directors of the Bank. (d) Following his election to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon PL Capital Designee ceasing shall be eligible for consideration to serve on committees of the Board based on the same criteria as others members of the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree Board shall consider, in good faith and in consultation with the PL Capital Designee, the appointment of the PL Capital Designee to take all necessary action to not be considered to be “overboarded” under the applicable policies committees of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly as practicable The PL Capital Designee shall receive the same compensation and benefits paid to other non-employee directors of both the Company and the Bank. (f) During the Commitment Period, the Company shall reimburse the PL Capital Designee for reasonable and documented travel expenses, including for reasonable and necessary transportation, meals and lodging, incurred in connection with the PL Capital Designee's attendance at meetings of the Board or any of its committees; provided, however, that if after the Distribution Timedate of this Agreement the Board adopts a policy providing for reimbursement of travel expenses incurred by directors in connection with director attendance at meetings of the Board or any of its committees, the foregoing reimbursement obligations shall be superseded by such Board policy, as long as such policy provides for full reimbursement of reasonable and documented travel expenses incurred in connection with the PL Capital Designee's attendance at meetings of the Board or any of its committees. (g) During the Commitment Period, in the event that the PL Capital Designee ceases to be a director of the Company for any reason, the PL Capital Group shall be entitled to designate, for consideration by the Nominating and Corporate Governance Committee of the Board (the "Nominating Committee"), a candidate for replacement for the PL Capital Designee (such replacement, a "PL Capital Replacement Designee"). The PL Capital Replacement Designee shall not be affiliated with the PL Capital Group and shall qualify as an "independent director" under applicable rules of the SEC, the NASDAQ rules and under the Company's corporate governance guidelines. The Nominating Committee, in good faith and consistent with its fiduciary duties, shall consider such candidate within 20 Business Days after such candidate has delivered to the Nominating Committee the following items (the "Review Period"): a completed D&O questionnaire (in the form to be provided by the Company) and a duly executed irrevocable resignation as director in the form attached hereto as Exhibit A to the Nominating Committee. Subject to the Nominating Committee's approval, which approval shall not be unreasonably withheld, the Board shall vote to appoint at least one Stockholder Designee to serve on each committee such candidate within five Business Days following the conclusion of the BoardReview Period. In the event the Board declines to appoint a candidate designated by the PL Capital Group, the PL Capital Group may propose one or more replacement designees, subject to the above criteria and time periods. Unless a clear a contrary interpretation applies, each reference herein to the "PL Capital Designee" shall include a reference to any PL Capital Replacement Designee.

Board Composition and Related Matters. (a) Immediately following PromptlyWithin ten days after execution of this Agreement, the Distribution Time, TPL Corp shall take all actions necessary Company agrees thatto use its best efforts to have the Board will appoint Xxxxxx Xxxxx Xxxx (together with any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group DesigneesXxxx”) to the Board if each Investor Group Designee fulfills each to fill the current vacancy on the Board and include Xxxx in the Board’s slate of nominees for election as a member of the conditions set forth in Section 1(d) below Board at the Company’s 2009 Annual Meeting of Shareholders (the “Appointment Conditions2009 Annual Meeting”) as to serve in the class of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)directors with terms ending in 2012. (b) Immediately following The Company will include antwo additional nomineenominees proposed in writing by the Distribution TimeWintergreen Investors (the “Additional NomineeNominees” and, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with Xxxx, the “Wintergreen Nominees”) in the Board’s slate of nominees for election as a member of the Board at the 2009 Annual Meeting to serve in the class of directors with terms ending in 2012. The Company expects that at least one of the current directors in such class will retire effective as of the 2009 Annual Meeting, but in any replacement designated event will include the Additional NomineeNominees in such slate; provided, however, that the Additional NomineeNominees will (i) be “independent” under the rules of the NYSE Alternext/American Stock Exchange, (ii) provide all information required of shareholder nominees as set forth in the Company’s proxy statement filed with the SEC and (iii) provide such further information as reasonably requested by the Board’s Corporate Governance Committee (the “Governance Committee”) to determine the qualifications and independence of such Additional Nominee. In the event that Governance Committee determines that any of the Additional Nominee hasNominees have not complied with the foregoing, the Wintergreen Investors shall be entitled to propose a substitute Additional Nominee(s) pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) to the Board if the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld2(b). (c) Effective immediately following the Distribution Time, (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary The Company will use its reasonable best efforts to cause the Mission Designee to be appointed to Class I election of the Board (with a term expiring Wintergreen Nominees at the 2009 Annual Meeting, including, without limitation, recommending that the Company’s shareholders vote in 2021), the SoftVest Designee to be appointed to Class II favor of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III election of the Wintergreen Nominees at the 2009 Annual Meeting and voting the shares of Company Common Stock represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board (in connection with the 2009 Annual Meeting in favor of the Wintergreen Nominees, except for such proxies that specifically indicate a term expiring in 2023)vote to withhold authority with respect to eitherany such nominee. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendation. (d) As conditions to being appointed Subject to the Board pursuant inclusion of the Wintergreen Nominees in the Board’s slate of nominees for election as directors of the Company at the 2009 Annual Meeting, the Wintergreen Investors agree to Sections 1(avote in favor of the Board’s slate of nominees for election as directors of the Company at the 2009 Annual Meeting, provided such nominees are “independent” as described in subsection (m) below. (e) In the event that eitherany Wintergreen Nominee shall resign or 1(b) and 1(c) (and in addition otherwise cease to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named serve as (1) a director of TPL Corp in the registration statement Company prior to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting expiration of the stockholders of TPL Corp at term for which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines he or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing she is elected to serve on the Board, and then subject to Section 2(g) below, the Wintergreen Investors shall have the right to nominate for appointment by the Board a replacement solely to serve the remainder of such Wintergreen Nominee’s term on the Board (zsubject to applicable law). Such nominee will (i) be “independent” under the Termination Date; rules of the NYSE Alternext/American Stock Exchange, (ii) qualify provide all information required of shareholder nominees as an Independent Director; set forth in the Company’s proxy statement filed with the SEC and (iii) agree provide such further information as reasonably requested by the Board’s Corporate Governance Committee to take all necessary action determine the qualifications and independence of such nominee. The appointment of such nominee shall be subject to the reasonable approval of the Board. In the event the Board does not approve such nominee, the Wintergreen Investors shall be considered entitled to propose a substitute nominee pursuant to this Section 2(e). All references in this Agreement to the Wintergreen Nominees shall also be “overboarded” under deemed to mean such persons as may be appointed a member of the applicable policies Board pursuant to this Section 2(e). (f) During the Standstill Period, the Company will not increase the size of Institutional Shareholder Servicesthe Board without the prior written consent of the Wintergreen Investors. (as defined below), Inc. the Company will not increase the size of the Board without prior written consent of the Wintergreen Investors. (g) If at any time during the Standstill Period the Wintergreen Investors fail to beneficially own at least 20% of the outstanding Company Common Stock (as adjusted for reverse stock splits, stock splits and Glass Lewis & Co.stock dividends), LLC one of the Wintergreen Nominees (who shall be identified in writing by the Wintergreen Investors within five days of written notice by the Company or, if not identified within such five day period, by the Board) will promptly tender his or her resignation to the Board, and Wintergreen Investors shall no longer be entitled nominate a replacement as set forth in Section 2(e) above. If at any time during the Standstill Period the Wintergreen Investors fail to beneficially own at least 10.5% of the outstanding Company Common Stock (as adjusted for reverse stock splits, stock splits and stock dividends), the remaining Wintergreen Nominee will promptly tender his or her resignation to the Board, and Wintergreen Investors shall no longer be entitled nominate a replacement as set forth in Section 2(e) above. In furtherance of this Section 2(g), the Wintergreen Investors will promptly provide written notification to the Company at such time that they fail to beneficially own either of the threshold percentages of outstanding Company Common Stock set forth herein, and each Wintergreen Nominee will deliver an irrevocable conditional resignation as a result director to the Board pursuant to this Section 2(g) at the time of his or her appointment election to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee of the Board.

Board Composition and Related Matters. (a) Immediately following The Company agrees that the Distribution Time, TPL Corp Company’s Board of Directors (the “Board”) and all applicable committees of the Board shall take all necessary actions necessary to appoint Xxxxxx two (2) directors as follows: (i) June Almenoff, as promptly as practicable following the Effective Date, and in any event no later than four (4) business days following the Effective Date and (ii) a second director who shall qualify as “independent” of the Company pursuant to Nasdaq listing standards and otherwise qualified to serve on the Audit Committee of the Board, to be identified pursuant to an ongoing director search process (the “Second Director”, together with Xx. Xxxxxxxx, the “New Directors”, and each a “New Director”, and such process of selection and appointment of the Second Director, the “Director Search Process”); provided, however, that the Second Director shall be fully independent of and unassociated (directly or indirectly) with Armistice and each of its Affiliates and Associates. The Director Search Process shall be completed in an efficient and expeditious manner with the goal to appoint the Second Director within forty-five (45) days following the Effective Date; provided, however, that the anticipated timeline to appoint the Second Director may be extended if necessary in order to conduct a careful and thorough Director Search Process. The Company further agrees to accept the resignations of (x) Xxxxxxx Xxxxx, Ph.D, to be effective upon the appointment of Xx. Xxxxxxxx, and (y) Xxxx Xxxxx (together Xx. Xxxxx and Xx. Xxxxx, collectively, the “Resigning Directors”), to be effective upon the date that is the earlier of forty-five (45) days following the Effective Date and the appointment of the Second Director. (b) The Company agrees that the Board and all applicable committee of the Board shall take all necessary actions to (i) nominate the New Directors for election to the Board at the 2022 annual meeting (including any reschedulings, adjournments, continuations or other meeting held in lieu thereof, the “2022 Annual Meeting”) and (ii) recommend, support and solicit proxies for the election of the New Directors at the 2022 Annual Meeting in the same manner and with any replacement designated pursuant the same efforts as the Board and all applicable committees of the Board recommend, support and solicit proxies for the election of the Company’s other director nominees at the 2022 Annual Meeting. (c) As a condition to this the New Directors’ appointment to the Board and the subsequent nomination for election to the Board in connection with the 2022 Annual Meeting, each New Director shall agree to participate in the Company’s customary procedures for new director candidates, including but not limited to, submitting to a customary background check and providing the Company a fully completed and executed copy of the Company’s standard director and officer questionnaire, interviewing with the Board’s Nominating and Corporate Governance Committee (the “NGC”) and such other reasonable and customary director onboarding documentation as required by the Company in connection with their appointment and election as new Board members. (d) The Company hereby acknowledges and agrees that effective immediately upon their appointment to the Board as directors of the Company in accordance with Section 1(a), the “Horizon Designee”) New Directors shall be eligible for membership on all current committees and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to new committee of the Board if each Investor Group Designee fulfills each of the conditions set forth in Section 1(d) below (the “Appointment Conditions”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of formed after the Effective Date. In Without limiting the event thatforegoing, prior to immediately upon the Distribution Time, either appointment of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld). (b) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) to the Board if the Mission Designee fulfills each of the Appointment Conditions as of the Distribution TimeXx. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following the Distribution Time, (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed Xxxxxxxx to the Board, to become effective upon (1) in the case Company agrees that the Board and all applicable committees of the Horizon DesigneeBoard shall take all necessary actions to (i) appoint Xx. Xxxxxxxx to each of the NGC and the Audit Committee, (ii) have Xx. Xxxxx step down from the earlier of NGC and (iii) appoint Xxxxxx Xxxxxxx, MD, Ph.D as (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% Chairman of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), NGC and (y) the Termination DateLead Independent Director of the Board until such time as the newly reconstituted Board determines that another director should serve as Lead Independent Director. (e) The Company agrees that the New Directors shall receive (i) the same benefits of director and officer insurance, and any indemnity arrangements available generally to all directors then serving on the Board, (2ii) in the case same compensation for service as a director as the compensation received by other non-employee directors then serving on the Board and as established by the Compensation Committee, subject to any modification of the SoftVest Designeeamount and form of such compensation as hereafter may be determined by the Compensation Committee, and (iii) such other health, welfare and other similar benefits on the earlier same basis as are available to all other non-employee directors then serving on the Board. The parties hereto acknowledge and agree that the Company shall compensate the Resigning Directors for all Board and Committee meetings attended prior to the date of (x) their respective departures from the Minimum Ownership EventBoard and pay them the full amount of base compensation had each Resigning Director completed his or her full term of service on the Board, (y) accelerate the Horizon Designee ceasing to serve vesting of the Resigning Directors’ outstanding stock options as if each Resigning Director completed his or her full term of service on the Board, and amend all outstanding stock options such that the Resigning Directors will have continuous service with the Company through the second (z2nd) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee anniversary of the Boardeffective date of their resignation.

Board Composition and Related Matters. (a) Immediately following Promptly after execution of this Agreement, the Distribution Time, TPL Corp shall take all actions necessary to Company agrees that the Board will appoint Xxxxxx Xxxxx Xxxx (together with any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group DesigneesXxxx”) to the Board if each Investor Group Designee fulfills each to fill the current vacancy on the Board and include Xxxx in the Board’s slate of nominees for election as a member of the conditions set forth in Section 1(d) below Board at the Company’s 2009 Annual Meeting of Shareholders (the “Appointment Conditions2009 Annual Meeting”) as to serve in the class of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)directors with terms ending in 2012. (b) Immediately following The Company will include an additional nominee proposed in writing by the Distribution TimeWintergreen Investors (the “Additional Nominee” and, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with Xxxx, the “Wintergreen Nominees”) in the Board’s slate of nominees for election as a member of the Board at the 2009 Annual Meeting to serve in the class of directors with terms ending in 2012. The Company expects that one of the current directors in such class will retire effective as of the 2009 Annual Meeting, but in any replacement designated event will include the Additional Nominee in such slate; provided, however, that the Additional Nominee will (i) be “independent” under the rules of the NYSE Alternext/American Stock Exchange, (ii) provide all information required of shareholder nominees as set forth in the Company’s proxy statement filed with the SEC and (iii) provide such further information as reasonably requested by the Board’s Corporate Governance Committee (the “Governance Committee”) to determine the qualifications and independence of such Additional Nominee. In the event that Governance Committee determines that the Additional Nominee has not complied with the foregoing, the Wintergreen Investors shall be entitled to propose a substitute Additional Nominee pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) to the Board if the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld2(b). (c) Effective immediately following the Distribution Time, (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary The Company will use its reasonable best efforts to cause the Mission Designee to be appointed to Class I election of the Board (with a term expiring Wintergreen Nominees at the 2009 Annual Meeting, including, without limitation, recommending that the Company’s shareholders vote in 2021), the SoftVest Designee to be appointed to Class II favor of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III election of the Wintergreen Nominees at the 2009 Annual Meeting and voting the shares of Company Common Stock represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board (in connection with the 2009 Annual Meeting in favor of the Wintergreen Nominees, except for such proxies that specifically indicate a term expiring in 2023)vote to withhold authority with respect to either such nominee. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendation. (d) As conditions to being appointed Subject to the Board pursuant inclusion of the Wintergreen Nominees in the Board’s slate of nominees for election as directors of the Company at the 2009 Annual Meeting, the Wintergreen Investors agree to Sections 1(avote in favor of the Board’s slate of nominees for election as directors of the Company at the 2009 Annual Meeting. (e) or 1(b) and 1(c) (and in addition In the event that either Wintergreen Nominee shall resign prior to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting expiration of the stockholders of TPL Corp at term for which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines he or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing she is elected to serve on the Board, and then subject to Section 2(g) below, the Wintergreen Investors shall have the right to nominate for appointment by the Board a replacement solely to serve the remainder of such Wintergreen Nominee’s term on the Board (zsubject to applicable law). Such nominee will (i) be “independent” under the Termination Date; rules of the NYSE Alternext/American Stock Exchange, (ii) qualify provide all information required of shareholder nominees as an Independent Director; set forth in the Company’s proxy statement filed with the SEC and (iii) agree provide such further information as reasonably requested by the Board’s Corporate Governance Committee to take all necessary action determine the qualifications and independence of such nominee. The appointment of such nominee shall be subject to the reasonable approval of the Board. All references in this 2 Agreement to the Wintergreen Nominees shall also be deemed to mean such persons as may be appointed a member of the Board pursuant to this Section 2(e). (f) During the Standstill Period, the Company will not increase the size of the Board without the prior written consent of the Wintergreen Investors. (g) If at any time during the Standstill Period the Wintergreen Investors fail to beneficially own at least 20% of the outstanding Company Common Stock (as adjusted for reverse stock splits, stock splits and stock dividends), one of the Wintergreen Nominees (who shall be considered identified in writing by the Wintergreen Investors within five days of written notice by the Company or, if not identified within such five-day period, by the Board) will promptly tender his or her resignation to the Board, and Xxxxxxxxxxx Investors shall no longer be “overboarded” under entitled nominate a replacement as set forth in Section 2(e) above. If at any time during the applicable policies Standstill Period the Wintergreen Investors fail to beneficially own at least 10.5% of Institutional Shareholder Servicesthe outstanding Company Common Stock (as adjusted for reverse stock splits, Inc. stock splits and Glass Lewis & Co.stock dividends), LLC the remaining Wintergreen Nominee will promptly tender his or her resignation to the Board, and Wintergreen Investors shall no longer be entitled nominate a replacement as set forth in Section 2(e) above. In furtherance of this Section 2(g), the Wintergreen Investors will promptly provide written notification to the Company at such time that they fail to beneficially own either of the threshold percentages of outstanding Company Common Stock set forth herein, and each Wintergreen Nominee will deliver an irrevocable conditional resignation as a result director to the Board pursuant to this Section 2(g) at the time of his or her appointment election to the Board; . (h) During the Standstill Period, the Company will not make, or cause to be made, any statement or announcement that relates to and constitutes an ad hominem attack on, or relates to and otherwise disparages, any of the Wintergreen Investors, any of their officers, directors, partners or members or any person who has served as an officer, director, partner or member of any of the Wintergreen Investors: (i) in any document or report filed with or furnished to the SEC or any other governmental agency, (ii) in any press release or other publicly available format (including on the Internet), (iii) to any journalist or member of the media (including without limitation, in a television, radio, newspaper or magazine interview) or (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company in any letter or other communication to or with shares traded on the NYSE. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee any shareholder of the BoardCompany.

Board Composition and Related Matters. (a) Immediately Effective upon the execution and delivery of this Agreement, Cruiser hereby withdraws the Nomination Notice. (b) Effective upon the execution and delivery of this Agreement, the Board shall increase the size of the Board from eleven (11) to thirteen (13) directors. (c) The Company shall, as promptly as practicable following the Distribution Timeexecution of this Agreement, TPL Corp shall but in no case later than two (2) Business Days following the date of this Agreement, take all actions action necessary to appoint each of Xxxxxx XxXxxxxx and Xxxxx Xxxxxxxx (together with any replacement designated pursuant to this Section 1(a)each, a “New Director” and together, the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group DesigneesNew Directors”) to the Board if each Investor Group Designee fulfills each to fill the vacancies resulting from the increase in the size of the conditions Board as set forth in Section 1(d) below (the “Appointment Conditions”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld). (b) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) to the Board if the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following the Distribution Time, (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions The Company shall, with respect to being appointed the 2023 Annual Meeting and any subsequent Annual Meetings during the term of this Agreement, (i) include the New Directors as nominees for election to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any its proxy statement of TPL Corp for any meeting of and proxy card, (ii) recommend to the stockholders of TPL Corp at which such person may be nominated for the Company the election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed New Directors to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued Board and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under solicit proxies in favor of the applicable policies election of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment the New Directors to the Board; Board in a manner no less rigorous and (iv) not favorable than the manner in which the Company supports its other incumbent nominees. Following the term of this Agreement, the New Directors shall be otherwise disqualified from serving subject to the same standards, due consideration, and criteria for re-election as a member of a board of directors of a public company with shares traded on the NYSEany other independent director. (e) As promptly The Board and all applicable committees of the Board shall, in accordance with the Board’s customary governance processes, give each of the New Directors the same due consideration for membership to any committee of the Board as practicable after any other independent director with similar relevant expertise and qualifications. Subject to applicable rules of the Distribution TimeSEC and of any stock exchange on which the Company is traded, the Board shall take the necessary steps to promptly appoint Xx. Xxxxxxxx to the Nominating/Corporate Governance Committee and the Compliance/Quality of Care Committee. (f) The Company’s proxy statement for the 2023 Annual Meeting shall clearly articulate the Board transition plan to be effected no later than the 2024 annual meeting of stockholders, with at least one Stockholder Designee to serve on each committee four of the five legacy directors not standing for re-election. (g) The Company and the Investor Group agree that from the date hereof through the Termination Date the Company shall invite the Investor Group to present to the Board, at the Company’s expense, at two separate meetings of the Board with the first such Board meeting to occur in May 2023 and the second such Board meeting to occur in October 2023.

Board Composition and Related Matters. (a) Immediately following Simultaneously with the Distribution Timeexecution of this Agreement, TPL Corp the Board shall take all necessary actions necessary to increase the size of the Board to twelve (12) directors and appoint Xxxxxx Xxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxx (together with any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group DesigneesNew Directors”) to the Board if each Investor Group Designee fulfills each as members of the conditions set forth Board in Section 1(d) below the class with a term expiring at the 2024 annual meeting of shareholders (the “Appointment Conditions2024 Annual Meeting”) as or until their earlier death, disability, resignation, disqualification, or removal. At the 2024 Annual Meeting, the Board shall recommend, support, and solicit proxies for the election of the Distribution Time. Based on New Directors in a manner no less rigorous and favorable than the information available to manner in which the Trustees (including responses to the director questionnaires Company recommends, supports, and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates solicits proxies for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)election of its other nominees. (b) Immediately following At the Distribution Time2024 Annual Meeting, TPL Corp at least one of the directors of the Board, who is not a New Director, shall take all actions necessary to appoint Xxxx X. XxXxxxxx not stand for re-election or shall retire or resign from the Board (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) to the Board if extent that such director’s term does not expire at the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld2024 Annual Meeting). (c) Effective Until the Termination Date (as defined below) and as long as Stadium’s Net Long Position remains at or above five percent (5%) of the outstanding shares of the Company’s Common Stock, in the event that one of the New Directors is no longer able to serve as a director of the Company for any reason, Stadium shall be entitled to designate a Qualified Candidate for the replacement of such New Director (such replacement, a “Replacement Director”). Any candidate for Replacement Director shall be subject to the reasonable approval of the Board, which approval shall occur as soon as practicable following Stadium proposing a director and shall not be unreasonably withheld, conditioned or delayed, and such Replacement Director shall be appointed to the Board within five (5) Business Days after the Board has approved of such candidate. In the event the Board determines in good faith not to approve any Replacement Director proposed by Stadium, Stadium shall have the right to propose additional Replacement Directors in accordance with this Section 1(c) until a Replacement Director is appointed to the Board. Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately following prior to such director’s departure or, if the Distribution TimeBoard or the applicable committee of the Board determines that the Replacement Director does not satisfy the requirements of applicable law or any stock exchange on which the Company is traded with respect to service on the applicable committee (which determination shall be made reasonably and in good faith), (i) to an alternative committee of the Board. A Replacement Director who is appointed to the Board shall be divided into considered a New Director for purposes of this Agreement. As used in this Agreement, “Qualified Candidate” means an individual who (i) qualifies as an “independent director” under the applicable rules of the SEC, the rules of any stock exchange on which the Company is traded and the applicable governance policies of the Company, (ii) is not a current or former principal, Affiliate or controlled Associate of Stadium, (iii) serves on no more than a total of three classes (3) other public company boards of directors, and (iv) meets all other qualifications required for service as nearly equal a director set forth in number as reasonably possible in accordance with the Certificate Company’s Third Restated Articles of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Restated Bylaws of TPL Corp (( as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or principles, and any similar publicly-disclosed governance documents of TPL Corp applicable to directors (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee of the Board.

Board Composition and Related Matters. (a) Immediately following Effective upon the Distribution Timeexecution and delivery of this Agreement, TPL Corp shall take all actions necessary Macellum has withdrawn the Nomination Notice by delivering a signed letter to appoint Xxxxxx Xxxxx the Company in the form attached hereto as Exhibit A. (together with any replacement designated pursuant to b) Effective upon the execution and delivery of this Section 1(a)Agreement, the Board increases the size of the Board from nine to eleven directors. (c) Effective upon the execution and delivery of this Agreement, the Board has appointed Xxxxx Xxxxxxxxx (the “Horizon Macellum Designee”) and Xxxx X. Xxxxxx Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Independent Designee” and, collectivelytogether with the Macellum Designee, the “Investor Group Designees”) to the Board if to fill the vacancies resulting from the increase in the size of the Board as set forth in Section 1(b). Promptly following the execution of this Agreement, the Board shall complete its onboarding processes with each of the Investor Group Designees. At the 2020 Annual Meeting, one incumbent director shall not stand for reelection and, as of the conclusion of the 2020 Annual Meeting, the size of the Board shall be no larger than eleven members (including the Investor Group Designees) for the duration of the Standstill Period unless approved by the Company’s shareholders in connection with an Extraordinary Transaction. (d) The Company shall, with respect to the 2020 Annual Meeting, (i) include each of the Investor Group Designees and Xxxxxx X. Xxxxxxxxx as a nominee for election to the Board in its proxy statement and proxy card, (ii) recommend to the shareholders of the Company the election of each of the Investor Group Designees and Xx. Xxxxxxxxx to the Board and (iii) solicit proxies in favor of the election of each of the Investor Group Designees and Xx. Xxxxxxxxx to the Board in a manner no less rigorous and favorable than the manner in which the Company supports its other incumbent nominees. The Company shall invite Xx. Xxxxxxxxx as a guest to all meetings of the Board held prior to the 2020 Annual Meeting. (e) Effective upon the execution and delivery of this Agreement, the Board shall (i) take the necessary steps to appoint and seat each of the Investor Group Designees on at least one standing committee of the Board, subject to applicable rules of the SEC and of any stock exchange on which the Company is traded and as selected by the Board in its sole discretion and (ii) form a new capital allocation planning committee of the Board which shall be comprised of each of the Investor Group Designees, the Company’s Chief Executive Officer, who shall have nonvoting rights, Xxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxx. (f) Prior to the execution and delivery of this Agreement and as a condition to the Investor Group Designee’s appointment to the Board, each of the Investor Group Designees shall have agreed to all Company policies applicable to independent directors of the Board (full and complete copies of which have been delivered to the Investor Group Designees prior to the execution of this Agreement), including conflict of interest policies requiring each Investor Group Designee fulfills each to recuse himself from any deliberation (and vote) of the conditions set forth Board or any committee thereof, and agreeing that the Board shall be permitted not to share information with any Investor Group Designee, with respect to any deliberation (or vote) or information that could be deemed a conflict of interest. For the avoidance of doubt, it is understood that any deliberation (or vote) or information shall constitute a conflict of interest for the Investor Group to the extent relating to (i) this Agreement, including the interpretation and enforcement thereof; (ii) the Investor Group’s threat to nominate directors for election to the Board or bring a shareholder proposal before any Annual Meeting; or (iii) any proposed transaction between the Company and any member of the Investor Group or any of their respective Affiliates. (g) Prior to the execution and delivery of this Agreement and as a condition to the Investor Group Designee’s appointment to the Board, the Macellum Designee shall have delivered an executed letter to the Company in Section 1(dthe form attached hereto as Exhibit B. (h) The Investor Group agrees that there shall be no contracts, plans or arrangements, written or otherwise, in effect during the Standstill Period between any members of the Investor Group and either of the Investor Group Designees providing for any compensation, reimbursement of expenses or indemnification of either of the Investor Group Designees in connection with such Investor Group Designee’s service on the Board. (i) In the event the Investor Group’s beneficial ownership falls below 3% in the aggregate (a “Minimum Ownership Event”) of the Company’s outstanding common shares, $0.01 par value (the “Appointment ConditionsCommon Shares”) as the Macellum Designee (or any replacement thereof pursuant to Section 1(j) of the Distribution Time. Based on the information available this Agreement) shall tender his resignation to the Trustees Board (including responses without any replacement rights pursuant to Section 1(j) of this Agreement). (j) During the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event thatStandstill Period, prior to any Minimum Ownership Event, in the Distribution Time, event that either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails the Investor Group Designees is no longer able to satisfy serve as a director of the Appointment ConditionsCompany for any reason, the Investor Group shall have the right to designate propose a candidate for replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as of such Investor Group Designees by the Trustees Designee (such approval not to be unreasonably withheld). (b) Immediately following the Distribution Timereplacement, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Replacement Designee” and, collectively, the “Stockholder Designees”) that is reasonably acceptable to the Board if (it being agreed and understood that it would not be unreasonable for the Mission Designee fulfills each Board not to accept any of the Appointment Conditions as individuals listed on Schedule I to this Agreement). Any Replacement Designee of the Distribution TimeIndependent Designee shall qualify as an Independent Director. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following the Distribution Time, (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I The Nominating / Corporate Governance Committee of the Board (the “Nominating / Corporate Governance Committee”) shall use reasonable best efforts, in good faith and consistent with a term expiring in 2021)its fiduciary duties, the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) approve or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), deny any director candidate for Replacement Designee within 10 Business Days of being proposed in writing as a candidate by the Board shall Investor Group, provided that such candidate has: (i) provide provided the Trust Company with such candidate’s written consent to a customary background check, which shall be provided within 1 Business Day after such candidate is proposed; (Aii) completed a reasonably satisfactory interview with the Nominating / Corporate Governance Committee, which shall be completed within 5 Business Days from receipt of a completed and accurate director questionnaire; (iii) provided the Company with a completed director questionnaire and complete and accurate responses (in the form to any reasonable follow-up questions to the questionnaire posed be provided by the Trust; (B) a signed consent to be named as (1) a Company within 2 Business Days of being identified, which form is completed by all prospective director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereofcandidates) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the TrusteesBoard; and (Fiv) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree agreed to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as . In the event the Nominating / Corporate Governance Committee declines to approve a member candidate for Replacement Designee, members of the Investor Group may propose one or more additional candidates, subject to the approval process described above, until a Replacement Designee is approved by the Nominating / Corporate Governance Committee. Following the approval of a board of directors of a public company with shares traded on candidate for Replacement Designee by the NYSE. (e) As promptly as practicable after the Distribution TimeNominating / Corporate Governance Committee, the Board shall promptly (but no later than 5 Business Days) appoint at least one Stockholder such Replacement Designee to serve on each committee of the Board. Upon his or her appointment to the Board, such Replacement Designee shall be deemed to be an Investor Group Designee for all purposes under this Agreement. (k) The Company shall hold the 2020 Annual Meeting by June 15, 2020 and the 2021 Annual Meeting by May 31, 2021.

Board Composition and Related Matters. (a) Immediately following Within ten days after execution of this Agreement, the Distribution Time, TPL Corp shall take all actions necessary Company agrees to use its best efforts to have the Board appoint Xxxxxx Xxxxx Xxxx (together with any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group DesigneesXxxx”) to the Board if each Investor Group Designee fulfills each to fill the current vacancy on the Board and include Xxxx in the Board’s slate of nominees for election as a member of the conditions set forth in Section 1(d) below Board at the Company’s 2009 Annual Meeting of Shareholders (the “Appointment Conditions2009 Annual Meeting”) as to serve in the class of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)directors with terms ending in 2012. (b) Immediately following The Company will include two additional nominees proposed in writing by the Distribution TimeWintergreen Investors (the “Additional Nominees” and, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with Xxxx, the “Wintergreen Nominees”) in the Board’s slate of nominees for election as a member of the Board at the 2009 Annual Meeting to serve in the class of directors with terms ending in 2012. The Company expects that at least one of the current directors in such class will retire effective as of the 2009 Annual Meeting, but in any replacement designated event will include the Additional Nominees in such slate; provided, however, that the Additional Nominees will (i) be “independent” under the rules of the NYSE Alternext/American Stock Exchange, (ii) provide all information required of shareholder nominees as set forth in the Company’s proxy statement filed with the SEC and (iii) provide such further information as reasonably requested by the Board’s Corporate Governance Committee (the “Governance Committee”) to determine the qualifications and independence of such Additional Nominee. In the event that Governance Committee determines that any of the Additional Nominees have not complied with the foregoing, the Wintergreen Investors shall be entitled to propose a substitute Additional Nominee(s) pursuant to this Section 1(b2(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) to the Board if the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld)., (c) Effective immediately following the Distribution Time, (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary The Company will use its reasonable best efforts to cause the Mission Designee to be appointed to Class I election of the Board (with a term expiring Wintergreen Nominees at the 2009 Annual Meeting, including, without limitation, recommending that the Company’s shareholders vote in 2021), the SoftVest Designee to be appointed to Class II favor of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III election of the Wintergreen Nominees at the 2009 Annual Meeting and voting the shares of Company Common Stock represented by all proxies granted by shareholders in connection with the solicitation of proxies by the Board (in connection with the 2009 Annual Meeting in favor of the Wintergreen Nominees, except for such proxies that specifically indicate a term expiring in 2023)vote to withhold authority with respect to any such nominee. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendation. (d) As conditions to being appointed Subject to the Board pursuant inclusion of the Wintergreen Nominees in the Board’s slate of nominees for election as directors of the Company at the 2009 Annual Meeting, the Wintergreen Investors agree to Sections 1(avote in favor of the Board’s slate of nominees for election as directors of the Company at the 2009 Annual Meeting, provided such nominees are ‘independent” as described in subsection (m) below. (e) In the event that any Wintergreen Nominee shall resign or 1(b) and 1(c) (and in addition otherwise cease to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named serve as (1) a director of TPL Corp in the registration statement Company prior to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting expiration of the stockholders of TPL Corp at term for which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines he or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing she is elected to serve on the Board, and then the Wintergreen Investors shall have the right to nominate for appointment by the Board a replacement solely to serve the remainder of such Wintergreen Nominee’s term on the Board (zsubject to applicable law). Such nominee will (i) be “independent” under the Termination Date; rules of the NYSE Alternext/American Stock Exchange, (ii) qualify provide all information required of shareholder nominees as an Independent Director; set forth in the Company’s proxy statement filed with the SEC and (iii) agree provide such further information as reasonably requested by the Board’s Corporate Governance Committee to take all necessary action determine the qualifications and independence of such nominee. The appointment of such nominee shall be subject to the reasonable approval of the Board. In the event the Board does not approve such nominee, the Wintergreen Investors shall be considered entitled to propose a substitute nominee pursuant to this Section 2(e). All references in this Agreement to the Wintergreen Nominees shall also be deemed to mean such persons as may be appointed a member of the Board pursuant to this Section 2(e). (f) During the Standstill Period (as defined below), the Company will not increase the size of the Board without the prior written consent of the Wintergreen Investors. (g) During the Standstill Period, the Company will not make, or cause to be “overboarded” under made, any statement or announcement that relates to and constitutes an ad hominem attack on, or relates to or otherwise disparages, any of the applicable policies Wintergreen Nominees, any of Institutional Shareholder Servicesthe Wintergreen Investors, Inc. and Glass Lewis & Co.any of their officers, LLC directors, partners or members or any person who has served as a result an officer, director, partner or member of his any of the Wintergreen Investors: (i) in any document or her appointment report filed with or furnished to the Board; and SEC or any other governmental agency, (ii) in any press release or other publicly available format (including on the Internet), (iii) to any journalist or member of the media (including without limitation, in a television, radio, newspaper or magazine interview) or (iv) not be otherwise disqualified from serving as a member in any letter or other communication to or with any shareholder of a board of directors of a public company with shares traded on the NYSECompany. (eh) As promptly as practicable after Not later than the Distribution Time2009 Annual Meeting, the office of Chairman of the Board will be made separate from the office of Chief Executive Officer, and such offices will not be occupied by the same person. Not later than 2009 Annual Meeting, the Board shall appoint at least one Stockholder Designee Xxxxxx Xxxx to serve on each committee Chairperson of the Board. (i) The Company will use its best efforts to make Xxxxx X. Xxxxxxx available for the Wintergreen Investors to meet and interview for consideration as a nominee for the Board for the remaining member of the class of directors with terms ending in 2012 (other than the Wintergreen Nominees). (j) The Company will, as promptly as possible following the execution of this Agreement, produce the results of the items that remain outstanding from the Inspection Demand dated May 30, 2008, including, but not limited to: archival searches of the Company’s records and e-mails, and all electronic documents that are responsive to the Information Demand. (k) During the Standstill Period, the Company will not adopt any shareholder rights plan, “poison pill” or other anti-takeover mechanism without the prior written consent of the Wintergreen Investors. (1) The Board or its compensation committee will immediately undertake a review of the compensation of all officers and management level employees of the Company to ensure that compensation levels, including perquisites, bonus plans, stock grants, stock options and similar plans, appropriately reflect the impaired earnings of the Company and the current condition of the real estate market. (m) All future nominees to the Board must be completely independent of all then-current members of the Board. For purposes of this Agreement, “independent” means that nominees may not have any current or former relationship, whether business, personal or otherwise, with any then-current member of the Board. For example, if a nominee previously worked at a business that had also employed a Board member, then that nominee would not be independent. Similarly, if a nominee serves or served on the board of directors of any organization, whether for profit or not for profit, with any Board member, then such nominee would not be independent. (n) Not later than the 2009 Annual Meeting, or as soon thereafter as legally possible, the Company shall eliminate the staggered terms of the Board, so that each Member of the Board is elected for a one year term.

Board Composition and Related Matters. (a) Immediately following Effective upon the Distribution Timeexecution and delivery of this Agreement, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx Xxxxxxx hereby irrevocably withdraws (together with any replacement designated i) the Nomination Notice and (ii) its demands made pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to the Board if each Investor Group Designee fulfills each 220 of the conditions set forth in Section 1(d) below (the “Appointment Conditions”) as General Corporation Law of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto)State of Delaware, the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event thatby letter dated May 7, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)2024. (b) Immediately following Effective upon the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to execution and delivery of this Section 1(b)Agreement, the “Mission Designee” and together with Board shall increase the Investor Group Designees, each a “Stockholder Designee” and, collectively, size of the “Stockholder Designees”Board from six (6) to the Board if the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees seven (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld)7) directors. (c) Effective immediately following upon the Distribution Timeexecution and delivery of this Agreement, the Board shall take all action necessary to appoint Xxxxx Xxxx XxXxxx (the “New Director”) to the Board to fill the directorship resulting from the increase in the size of the Board as set forth in Section 1(b) as a Class B director with a term expiring at the 2025 Annual Meeting and to hold office until her successor has been duly elected and qualified or until her earlier, death, resignation or removal. The Board shall also consider nominating the New Director for re-election to the Board at the 2025 Annual Meeting (the “2025 Annual Meeting”) in good faith and in the same manner the Board considers the nomination of all incumbent directors. If the Board determines not to nominate the New Director for re-election to the Board at the 2025 Annual Meeting, the Company shall provide notice (a “Non-Renomination Notice”) of such determination to Xxxxxxx no later than thirty (30) days prior to the deadline under Section 2.5 of the Bylaws (as defined below) for stockholders to deliver a notice of nomination of director candidates for election to the Board at the 2025 Annual Meeting. (d) Concurrently with the appointment of the New Director, the Board and all applicable committees of the Board shall take all necessary actions to appoint the New Director to (i) the Nominating and Corporate Governance Committee of the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I Compensation Committee of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly The parties acknowledge that the New Director, upon election or appointment to the Board, will be subject to and governed by the same confidentiality, conflicts of interest, related person transactions, fiduciary duties, codes of conduct, trading and disclosure policies, and other governance guidelines and policies of the Company as practicable after other directors of the Distribution TimeCompany (collectively, “Company Policies”), and shall have the same rights and benefits, including with respect to insurance, indemnification, expense reimbursement, compensation and fees, as are applicable to all non-employee directors of the Company who are not serving as, and receiving additional compensation with respect to service as, the Board shall appoint at least one Stockholder Designee to serve on each chairperson of a committee of the Board. (f) If, at any time prior to the Termination Date, the New Director for any reason ceases to be a director, then (i) Xxxxxxx shall have the right to recommend three persons who each meet the standards and criteria applied by the Company in nominating and appointing independent directors to fill the resulting vacancy, (ii) unless the Board determines in good faith that taking the following action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, the Board shall promptly appoint one of the persons as a replacement director to the Board (any such replacement director appointed in accordance with this Section 1(f) shall be referred to as a “Replacement New Director”); provided that the appointment of any replacement director pursuant to this Section 1(f) shall be subject to the satisfactory completion of the Board’s customary due diligence process (including its review of a questionnaire for directors and director nominees, a background check and interviews). Effective upon the appointment of the Replacement New Director to the Board, such Replacement New Director will be considered a New Director for all purposes of this Agreement.

Board Composition and Related Matters. (a) Immediately following Effective upon the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx (together execution of this Agreement and simultaneous with any replacement designated pursuant to this Section 1(athe Company’s completion of its obligations under Sections 1(b) and 1(e), Privet withdraws the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to the Board if each Investor Group Designee fulfills each of the conditions set forth in Section 1(d) below (the “Appointment Conditions”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)Nomination Notice. (b) Immediately following Effective upon the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to execution of this Section 1(b)Agreement, the “Mission Designee” Board increases the size of the Board from nine to ten directors and together with appoints the Investor Group DesigneesPrivet Designee to, each a “Stockholder Designee” and, collectivelyand seats the Privet Designee on, the “Stockholder Designees”) to the Board if the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld)Board. (c) Effective immediately following the Distribution Time, (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance Simultaneously with the Certificate execution of Incorporation of TPL Corp (as amended from time to timethis Agreement, the Privet Designee is executing and delivering to the Company a resignation letter in the form attached hereto as Exhibit A (the “CharterResignation Letter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board The Company shall (i) provide include the Trust with (A) a completed Privet Designee in its proxy statement and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to proxy card for the questionnaire posed by the Trust; (B) a signed consent to be named 2018 Annual Meeting as (1) a director candidate of TPL Corp in the registration statement Board, (ii) recommend to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for the Company the election by the Board; (C) an executed agreement to abide by the terms of the Charter, Privet Designee to the Bylaws Board at the 2018 Annual Meeting and (iii) solicit proxies in favor of TPL Corp (as amended the election of the Privet Designee to the Board at the 2018 Annual Meeting in a manner no less rigorous and restated from time to time, favorable than the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp manner in which the Company supports its other nominees (collectively, the “Governance DocumentsElection Support Efforts”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly For any Annual Meeting subsequent to the 2018 Annual Meeting, as practicable long as the Privet Designee is on the Board, the Company shall irrevocably notify Privet in writing (the “Renomination Notice”) no less than forty-five (45) calendar days before the last day of the advance notice window pursuant to the Company’s Amended and Restated Bylaws if the Privet Designee will be nominated by the Company for election as a director at such Stockholder Meeting and, if the Privet Designee consents in writing to such nomination within five (15) calendar days of receipt of such Renomination Notice and is to be so nominated, shall provide full Election Support Efforts for the election of the Privet Designee at such Stockholder Meeting. Notwithstanding anything to the contrary contained herein, to the extent the Company nominates the Privet Designee for election as a director at the 2019 Annual Meeting, as indicated in the Renomination Notice, and the Privet Designee consents in writing to such nomination, then, with immediate effect and for the remainder of the term of this Agreement, (i) the Ownership Minimum under Section 1(h) hereof shall be reduced to 3% of the Company’s then-outstanding shares of Common Stock, (ii) the Ownership Cap under Section 3(a) hereof shall be increased to 14.9% of the then-outstanding shares of Common Stock, and (iii) the Terminable Date under Section 11(a) hereof shall be extended to the date that is 30 days prior to the notice deadline under the Bylaws for the nomination of director candidates for election to the Board at the 2020 Annual Meeting. (f) Effective immediately upon the execution of this Agreement, the Board appoints and seats the Privet Designee to the Compensation Committee of the Board. The Privet Designee or any Replacement Designee (as defined below) shall be entitled to continuously serve on the Compensation Committee of the Board until the Termination Date. In addition, upon the reasonable request of the Privet Designee, the Board shall consult with the Privet Designee regarding the appointment of the Privet Designee to one or more other committees of the Board, with the understanding that the intent of the Parties is that the Privet Designee or any Replacement Designee shall be considered for membership on committees of the Board in the same manner as other members of the Board, subject to Section 1(g) hereof. The Privet Designee shall have the same right as other members of the Board to be invited to attend meetings of committees of the Board of which the Privet Designee is not a member, and to receive the same information as other directors. The Privet Designee or any Replacement Designee, as applicable, shall receive prior written notice of any proposal to form a new committee and shall be considered for appointment to any new committee on the same basis as the other Board members, taking into consideration applicable skill sets and the number of committees on which the all directors, including the Privet Designee or any Replacement Designee, already serve. (g) Privet agrees that the Board or any committee thereof, in the exercise of its fiduciary duties, may recuse the Privet Designee from any portion of a Board or committee meeting to the extent the Board or any such committee is deliberating and/or taking action (including, but not limited to, the formation of a special committee of the Board, subject to the Privet Designee’s right to prior notice of the formation of such special committee) with respect to (i) this Agreement, including the interpretation and enforcement thereof, (ii) any demands made by Privet or its Affiliates with respect to the Company, (iii) the Privet Designee’s breach of this Agreement or failure to comply with the Company’s charter, bylaws or policies that are applicable to all directors or (iii) any proposed transaction between the Company and Privet or its Affiliates. For the avoidance of doubt, consistent with his fiduciary duties as a director of the Company, the Privet Designee shall consider in good faith, to the same extent as any other director of the Company, recusal from any Board or committee meeting in the event there is any other actual or potential conflict of interest between Privet or the Privet Designee, on the one hand, and the Company, on the other hand. (h) Subject to Section 1(d) above, if at any time Privet ceases to beneficially own at least 4% of the then-outstanding shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments, the “Ownership Minimum”) solely because of divestitures of such stock by Privet, (i) the rights of Privet and obligations of the Company pursuant to this Section 1 shall terminate immediately, (ii) the Privet Designee shall immediately tender his resignation pursuant to the Resignation Letter (it being understood that the Board shall have the right to decline to accept such resignation) and (iii) the right of any Privet Designee to indemnification from the Company and its insurance coverage shall continue unchanged as it relates to the time period prior to such resignation. (i) Until the Termination Date, in the event that the Privet Designee ceases to be a director of the Company, Privet shall be entitled to designate, subject to the approval (not to be unreasonably withheld, conditioned or delayed) of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) in accordance with this paragraph, a candidate for replacement of the Privet Designee (such replacement, a “Replacement Designee”). Any Replacement Designee shall qualify as an “independent director” under applicable rules of the SEC, the NASDAQ rules and applicable governance policies of the Company. The Nominating Committee shall, in good faith and consistent with its fiduciary duties, approve or deny any candidate for Replacement Designee within ten Business Days after the Distribution TimeBoard has completed a background investigation with respect to such candidate; provided that the commencement of such background investigations shall not be unreasonably delayed. Any such replacement candidate shall deliver to the Nominating Committee a completed standard director questionnaire (in the form to be provided by the Company) and a duly executed irrevocable letter of resignation as director in the form of the Resignation Letter. Within five Business Days following the Nominating Committee’s approval of a Replacement Designee, which approval shall not be unreasonably withheld, conditioned or delayed, the Board shall appoint at least one Stockholder such Replacement Designee to serve on each committee the Board. In the event the Nominating Committee declines to approve a candidate for the Replacement Designee, Privet may propose one or more additional candidates for the Replacement Designee, subject to the above criteria and time periods, until a Replacement Designee is appointed. (j) While the Privet Designee or any Replacement Designee serves as a director of the Board, the Privet Designee or any Replacement Designee, as the case may be, shall receive compensation (including equity based compensation, if any) for Board and committee meetings attended, an annual retainer and benefits (including expense reimbursements) on the same basis as all other non-employee directors of the Company.

Board Composition and Related Matters. (a) Immediately The Company agrees that, effective immediately following the Distribution Time2022 Annual Meeting of Stockholders to be held on June 15, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx 2022 (together with any replacement designated pursuant to this Section 1(athe “2022 Annual Meeting”), the Board shall increase the size of the Board to nine (9) directors and appoint Dusan Senkypl (the “Horizon DesigneeFirst New Director”) to the Board. The Company shall hold the 2022 Annual Meeting as scheduled on June 15, 2022, at 10:00 a.m. Central Time, and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a)conduct the 2022 Annual Meeting without undue delay. The Company further agrees that, effective no later than November 30, 2022, the Board shall appoint Xxx Xxxxx (the “SoftVest Designee”, Second New Director” and together with the Horizon Designee, each an “Investor Group Designee” and, collectivelyFirst New Director, the “Investor Group DesigneesNew Directors” and each a “New Director”) to the Board if each Investor Group Designee fulfills each Board, and shall increase the size of the conditions set forth in Section 1(dBoard to ten (10) below (directors if necessary to accommodate such appointment; provided, that the “Appointment Conditions”) as appointment of the Distribution Time. Based on the information available Second New Director shall be subject to the Trustees (including responses Second New Director submitting to the Company an update to his previously submitted director questionnaires and follow-up questions thereto), the Trustees believe officer questionnaire that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions shall not include any material adverse developments or changes relating to his qualifications for service as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)a director. (b) Immediately following The Parties acknowledge that the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) First New Director is being added to the Board if immediately following the Mission Designee fulfills each 2022 Annual Meeting at the Company’s request in order to avoid incurring expenses and delaying the 2022 Annual Meeting due to mechanical issues that would be associated with distributing revised proxy materials and soliciting support for the election of the Appointment Conditions as of First New Director at the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld)2022 Annual Meeting. (c) Effective immediately following It is understood and agreed that concurrently with the Distribution TimeFirst New Director’s appointment to the Board, the Board shall appoint the First New Director to serve on the Executive Committee of the Board (the “Executive Committee”). For so long as the First New Director continues to serve as a member of the Board in accordance with this Agreement, such First New Director shall serve on the Executive Committee or such other committee of the Board established to oversee the implementation of such business plans and strategies approved by the Board (such other committee is herein referred to as the “Operating Committee”). The Second New Director will be permitted to attend and reasonably participate, but not vote, at all regularly scheduled and special meetings of the Executive Committee or Operating Committee. The Second New Director will receive all materials related to each Executive Committee or Operating Committee meeting, contemporaneous with their distribution to the Executive Committee or Operating Committee. Without limiting the foregoing, the Board shall, in accordance with its customary governance processes, give each New Director the same due consideration for membership to any committee of the Board as any other independent director with similar relevant expertise and qualifications. (d) The Pale Fire Parties agree that the Board or any committee thereof, in the exercise of its fiduciary duties, may recuse the New Directors from any portion of a Board or committee meeting, and restrict access to information of the Company, to the extent relating to (i) the Board shall be divided into three classes exercise of directorsany of the Company’s rights or enforcement of any of the obligations under this Agreement, as nearly equal (ii) any action taken in number as reasonably possible respect of or in accordance with response to actions taken or proposed by the Certificate of Incorporation of TPL Corp Pale Fire Parties or their Affiliates (as amended from time defined below), in each case, with respect to timethe Company or its Affiliates or (iii) any proposed transaction between the Company or any of its Affiliates and the Pale Fire Parties or any of their Affiliates. For the avoidance of doubt, the “Charter”)Pale Fire Parties acknowledge and agree that: (i) consistent with their fiduciary duties as directors of the Company, each New Director is obligated to consider in good faith, to the same extent as any other director of the Company, recusal from any Board or committee meeting in the event there is any other actual or potential conflict of interest between the Pale Fire Parties or the New Directors, on the one hand, and the Company, on the other hand; and (ii) the Trust Board may restrict the New Directors’ access to information of the Company to the same extent it would for any other director of the Company, in accordance with applicable law. (e) Until the Termination Date (as defined below) and TPL Corpas long as the Pale Fire Parties beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least the lesser of (i) 15.0% of the Company’s then-outstanding Common Stock and (ii) 4,494,004 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations, recapitalizations and similar adjustments) (the “Ownership Minimum Requirement”), in the event any New Director is no longer able to serve as applicablea director of the Company for any reason, the Pale Fire Parties shall have taken and completed all actions necessary be entitled to cause designate a candidate for replacement for such New Director (such replacement, a “Replacement Director”), subject to the Mission Designee to be appointed to Class I approval of the Board (with which approval shall not be unreasonably withheld. The Board shall make its determination within ten (10) days after any such replacement director candidate submits to the Company a term expiring in 2021)fully completed copy of the Company’s standard director and officer questionnaire, provided that such questionnaire shall be deemed fully completed after the SoftVest Designee successful completion of a customary background check, to be appointed to Class II completed by the Company not more than five (5) days following the Company’s receipt of such questionnaire. If the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed does not approve such Replacement Director to the Board pursuant to Sections 1(a) or 1(b) and 1(cthis Section 1(e) (and in addition it being acknowledged that the Board cannot unreasonably withhold its approval), the Parties shall continue to follow the procedures of this Section 1(e) until a Replacement Director is appointed to the conditions for Board. Upon a Replacement Director’s appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case Board and all applicable committees of the Horizon Designee, the earlier of (x) Horizon ceasing Board shall take all necessary actions to beneficially own, in the aggregate, a Net Long Position of at least 10% appoint such Replacement Director to any applicable committee of the issued and outstanding shares Board of which the replaced director was a member immediately prior to such director’s resignation or removal or, if the Board or the applicable committee of the Common Board determines that the Replacement Director does not satisfy the requirements of the NASDAQ Stock Market and applicable law with respect to service on the applicable committee (which determination shall be made reasonably and in good faith), to an alternative committee of the Board. Any Replacement Director shall qualify as an “independent director” under applicable rules of the Securities and Exchange Commission (the “Minimum Ownership EventSEC”), the rules of any stock exchange on which the Company is traded and applicable governance policies of the Company. Upon a Replacement Director’s appointment to the Board, such Replacement Director shall be deemed to be a New Director for all purposes under this Agreement. (yf) In furtherance and not in limitation of Section 4, prior to the Termination Date, the Pale Fire Parties shall not, and shall cause each of their controlled Affiliates and Associates not to, directly or indirectly, (2A) in the case nominate or recommend for nomination any person for election at any annual or special meeting of the SoftVest DesigneeCompany’s stockholders (except as otherwise provided elsewhere in Section 1), (B) submit any proposal for consideration at, or bring any other business before, any annual or special meeting of the Company’s stockholders, or (C) initiate, encourage or participate in any “vote no,” “withhold” or similar campaign with respect to any annual or special meeting of the Company’s stockholders. Prior to the Termination Date, Pale Fire shall not publicly or privately encourage or support any other stockholder, person or entity to take any of the actions described in this Section 1(f). (g) Until the Termination Date, the earlier Board and all applicable committees of the Board shall not (xA) increase the Minimum Ownership Event, size of the Board to more than ten (y10) the Horizon Designee ceasing directors or (B) seek to serve on classify the Board, in each case without the prior written consent of the Pale Fire Parties. (h) The Pale Fire Parties shall comply, and the Pale Fire Parties shall cause each of their controlled Affiliates and Associates to comply, with the terms of this Agreement and the Pale Fire Parties shall be responsible for any breach of this Agreement by any such controlled Affiliate or Associate. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement; provided, however, that the term “Associate” shall refer only to Associates controlled by the Company or the Pale Fire Parties, as applicable; provided, further, that, for purposes of this Agreement, the Pale Fire Parties and the Company shall not be Affiliates or Associates of one another; provided, further, that with respect to the Pale Fire Parties, the term Affiliate shall not include any portfolio company of the Pale Fire Parties, so long as such portfolio company (za) (i) has not discussed the Termination Date; Company or its business with the Pale Fire Parties, (ii) qualify as an Independent Director; has not received from the Pale Fire Parties information concerning the Company or its business and (iii) agree is not acting at the request of, in coordination with or on behalf of the Pale Fire Parties with respect to take all necessary action any actions concerning the Company that the Pale Fire Parties are prohibited from taking pursuant to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Servicesthis Agreement, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (ivb) is not be otherwise disqualified from serving as a member of a board of directors of a public company directly or indirectly competing with shares traded on the NYSECompany, which involves offering or developing similar or competing technologies, products or services to those offered by the Company. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee of the Board.

Board Composition and Related Matters. (a) Immediately following Simultaneous with the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx (together with any replacement designated pursuant to execution and delivery of this Section 1(a)Agreement, the “Horizon Designee”) Investor Group has withdrawn, and Xxxx X. Xxxxxx (together with any replacement designated pursuant has caused the other participants to this Section 1(a)the Consent Solicitation Group to withdraw, the “SoftVest Designee”, and together Consent Solicitation by submitting a withdrawal to the Company in the form attached hereto as Exhibit A. (b) Simultaneous with the Horizon Designeeexecution and delivery of this Agreement, each Xxxx Xxxxxxxx and Xxxxx Xxxxxxx (each, an “Investor Group Designee” and, collectivelyand together, the “Investor Group Designees”) have each executed and delivered to the Company an irrevocable conditional letter of resignation from the Board if each Investor Group Designee fulfills each of in the conditions set forth in Section 1(d) below form attached hereto as Exhibit B (the “Appointment ConditionsResignation Letter”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld). (b) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) to the Board if the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following upon the Distribution Timeexecution and delivery of this Agreement, the Board shall increase the size of the Board to eleven directors and appoint the Investor Group Designees to the Board to fill the vacancies resulting from the increase in the size of the Board. Effective at the conclusion of the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”), the size of the Board shall be reduced to nine directors (including the Investor Group Designees, provided they are elected by the Company’s shareholders at the 2020 Annual Meeting) and shall not thereafter exceed nine directors until the Termination Date unless at least two-thirds of the members of the Board approve an increase in the size of the Board. (d) Subject to the Company’s Corporate Governance Guidelines and applicable stock exchange rules, concurrently with their appointments to the Board, Xx. Xxxxxxxx shall be appointed to the Compensation Committee of the Board and Xx. Xxxxxxx shall be appointed to the Audit Committee of the Board, and the Company agrees to maintain such committee appointments during the term of this Agreement, as long as Xx. Xxxxxxxx and Xx. Xxxxxxx, respectively, continue to serve on the Board. (e) Until the Termination Date, the Company shall, with respect to any Stockholder Meeting at which directors are to be elected, (i) include the Investor Group Designees as nominees for election to the Board shall be divided into three classes in the Company’s proxy statement and proxy card for such meeting, (ii) recommend to the stockholders of directors, as nearly equal the Company the election of the Investor Group Designees to the Board and (iii) solicit proxies in number as reasonably possible favor of the election of the Investor Group Designees to the Board in accordance a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. In connection with the foregoing, each Investor Group Designee consents to be named by the Company as a nominee for election to the Board in any applicable proxy statement, proxy card or other solicitation materials of the Company, and agrees, if elected to continue to act in the capacity of a director of the Company and to serve the full term as a director. (f) The Investor Group and each of the Investor Group Designees agree that, in each Investor Group Designee’s capacity as a director of the Company, such Investor Group Designee shall comply with the terms of the Company’s Amended and Restated Certificate of Incorporation of TPL Corp (as may be amended from time to time, the “Charter”), Amended and Restated By-Laws (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “BylawsBy-Laws”), committee charters, corporate governance governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies and guidelines or and similar publicly-disclosed governance documents that are generally applicable to the Company’s directors. (g) The Investor Group and each of TPL Corp the Investor Group Designees agree that the Board or any committee thereof, in the exercise of its fiduciary duties, may recuse the Investor Group Designees from any portion of a Board or committee meeting, and restrict access to information of the Company, to the extent relating to (collectivelyi) this Agreement, including the interpretation and enforcement thereof; (ii) any demand made by any member of the Investor Group or any of their respective Affiliates if such demand is coupled, expressly or implied, with the threat to take any of the actions prohibited in Sections 3(a) through 3(m); (iii) any proposed transaction between the Company and any member of the Investor Group or any participant to the Consent Solicitation, or any of their respective Affiliates; or (iv) Ypsomed AG, solely with respect to Xx. Xxxxxxxx and only so long as Xx. Xxxxxxxx sits on the Board of Directors of Ypsomed AG. For the avoidance of doubt, the Investor Group acknowledges and agrees that: (A) consistent with his fiduciary duties as a director of the Company, each Investor Group Designee is obligated to consider in good faith, to the same extent as any other director of the Company, recusal from any Board or committee meeting in the event there is any other actual or potential conflict of interest between the Investor Group or an Investor Group Designee, on the one hand, and the Company, on the other hand; and (B) the Board may restrict the Investor Group Designees’ access to information of the Company to the same extent it would for any other director of the Company, in accordance with applicable law. (h) Other than as agreed to by the Company, the Investor Group and each of the Investor Group Designees agree that there shall be no contracts, plans or arrangements, written or otherwise, in effect during the term of this Agreement, between any members of the Investor Group (other than the Investor Group Designees) and an Investor Group Designee providing for any compensation, reimbursement of expenses or indemnification of such Investor Group Designee solely in connection with or related to such Investor Group Designee’s service on the Board. (i) The Investor Group acknowledges and agrees that if at any time during the term of this Agreement, the Investor Group’s aggregate Net Long Position falls below the lesser of (x) five percent of the outstanding common stock of the Company, par value $0.01 per share (the “Common Stock”) or (y) 1,700,000 shares of Common Stock (in each case, subject to adjustment for stock splits, reclassifications and combinations, the “Governance DocumentsOwnership Minimum”), (i) the rights of the members of the Investor Group and the obligations of the Company pursuant to this Section 1 shall terminate immediately and (ii) the Investor Group Designees shall be obligated to immediately tender their resignations pursuant to the Resignation Letters (it being understood that the Board shall have the right to decline one or both of the resignations). (j) Until the Termination Date and as long as the Investor Group’s Net Long Position exceeds the Ownership Minimum, in the same form event that (x) Xxxxx X. Xxxxxxx (or any Replacement Designee for him) is no longer able to serve as executed by all a director candidatesof the Company due to death, disability or other incapacity or (y) Xxxx Xxxxxxxx (or any Replacement Designee for him) is no longer able or willing to serve as a director of the Company for any reason, then the members of the Investor Group shall be entitled to designate, subject to the approval (not to be unreasonably withheld) of the Governance and Risk Committee of the Board (the “Governance and Risk Committee”), a candidate for replacement of such Investor Group Designee (such replacement, a “Replacement Designee”). Any Replacement Designee shall qualify as an Independent Director (disregarding, solely in respect of any Replacement Designee for Xx. Xxxxxxx, clause (ii) of such definition). The Governance and Risk Committee shall, in good faith and consistent with its fiduciary duties, approve or deny any candidate for Replacement Designee within 10 Business Days after such candidate has: (i) successfully completed a customary background check; (Dii) completed a satisfactory interview with the Governance and Risk Committee; (iii) provided the Company with (A) a completed director questionnaire (in the form to be provided by the Company), (B) executed a joinder to this Agreement to join such Replacement Designee to this Agreement as an Investor Group Designee hereunder, (C) an executed Confidentiality Agreement Resignation Letter and (defined below); (ED) such other information reasonably required by the Governance Documents or and agreements as may be reasonably requested by the Trustees; Company and (Fiv) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree agreed to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and (“ISS”), Glass Lewis & Co., LLC (“Glass Lewis”), BlackRock, Inc., The Vanguard Group, and/or State Street Corporation as a result of his or her appointment to the Board; . In the event the Governance and Risk Committee declines to approve a candidate for Replacement Designee, (x) any agreements provided by such candidate pursuant to the previous sentence shall be null and void and of no effect and (ivy) not be otherwise disqualified from serving as the members of the Investor Group may propose one or more additional candidates, subject to the approval process described above, until a member Replacement Designee is approved by the Governance and Risk Committee. Following the approval of a board of directors of a public company with shares traded on candidate for Replacement Designee by the NYSE. (e) As promptly as practicable after the Distribution TimeGovernance and Risk Committee, the Board shall promptly appoint at least one Stockholder such Replacement Designee to serve on each committee of the Board. Upon his or her appointment to the Board, such Replacement Designee shall be deemed an Investor Group Designee for all purposes under this Agreement.

Board Composition and Related Matters. 1.1 The Company represents and warrants to the other Parties that the Board, in connection with its approval of this Agreement and subject to the execution and delivery of this Agreement by all Parties ("Full Execution"), has: (a) Immediately following received the Distribution Timewritten resignation of Thomas W. Sarnoff from the Board and all committees thereof on which he xxxxxx, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx (together with any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”xxxx xxxignation being conditioned, and together with automatically effective without further action by Mr. Sarnoff or the Horizon DesigneeBoard, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”upon Full Execution; (b) resolved (a certifiex xxxx xxx complete copy of which resolutions have been furnished to the other Parties) that, effective automatically upon Full Execution and without the need for further action by the Board, (1) the size of the Board if each Investor Group Designee fulfills shall be expanded from five to six, (2) each of the conditions set forth in Section 1(dNew Directors shall be added to the Board, and (3) below a standing resolution of the Board (the “Appointment Conditions”"Resolution") as of the Distribution Time. Based on the information available to the Trustees shall take effect (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event A) requiring that, prior to the Distribution Time, either expiration of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, Standstill Period (as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld). (b) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(bhereinafter defined), the “Mission Designee” and together with size of the Investor Group DesigneesBoard shall not be increased, each nor shall any vacancy in any existing directorship be filled by any Person (other than a “Stockholder Designee” andSuccessor Director), collectively, nor shall any Person (other than a Successor Director) be nominated by the “Stockholder Designees”) Board for election to the Board if by the Mission Designee fulfills Company's shareholders, without (in each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following the Distribution Time, (icase) the Board shall be divided into three classes unanimous approval of directors, as nearly equal in number as reasonably possible in accordance with the Certificate all members of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (zB) prohibiting any amendment or repeal of, or adoption of any Board resolution or Bylaw inconsistent with, the Resolution without (in each case) the Termination Date; unanimous approval of all members of the Board. During his respective term of office on the Board, including (iiif applicable) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of term that commences with his or her appointment election to the Board; and (iv) not be otherwise disqualified from serving Board as a member of a board the 2007 Slate (as hereinafter defined) pursuant to Section 1.3 hereof, each of directors the members of a public company with shares traded on the NYSE. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee have the same rights, powers, privileges, access to serve on each committee information and compensation, and the same duties and responsibilities to the Company and all of its shareholders, as all other members of the BoardBoard and of any committees thereof on which such member serves.

Board Composition and Related Matters. (a) Immediately following The Company agrees that the Distribution Time, TPL Corp Board and all applicable committees of the Board shall take all actions necessary actions, effective as of the next regular Board meeting (and in any event no later than August 29, 2017)1, to appoint Xxxxx X. Xxxxxxx to the Board. Xxxxxx X. Xxxxx and Xxxxxxx Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Independent Designee” and, collectivelytogether with Xx. Xxxxx and Xx. Xxxxxxx, the “Investor Group Alden Designees”) will continue to serve on the Board. (b) The Board and all applicable committees of the Board if each Investor Group Designee fulfills shall refrain from separating the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”) during the time period starting on the date hereof and ending on the Termination Date (the “Cooperation Period”). Xx. Xxxxx and Xx. Xxxxxx shall continue to serve on each of the conditions set forth Nominating and Governance Committee and Compensation Committee. In addition, the Nominating and Governance Committee and the Compensation Committee shall each continue to be comprised of four directors, including two Alden Designees on each such committee. Notwithstanding anything to the contrary in Section 1(d) below (this Agreement, the “Appointment Conditions”) as Board shall not be obligated to appoint Xx. Xxxxxxx onto the Nominating and Governance Committee or the Compensation Committee, even upon the resignation of any other Alden Designee. The Board shall determine the director who shall be chairman of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires Nominating and follow-up questions thereto)Governance Committee, the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as Board shall determine one of the Effective DateAlden Designees who shall be the chairman of the Compensation Committee, and the Board shall take all necessary actions to appoint such individuals as chairman of the respective committee. In the event thatthat either the Nominating and Governance Committee or the Compensation Committee is unable to reach a majority resolution on any matter under consideration by such committee, then the chairman of such committee shall submit such matter to the members of the Board who are “independent” pursuant to the NASDAQ rules for consideration, in which case only directors who are qualified and eligible to have been members of the committee in question are permitted to vote on such matter; provided, however, if the chairman does not submit such matter to the independent members for consideration within five Business Days following a request for such submission by a member of such committee, such member of such committee shall be entitled to submit such matter to the independent members for consideration. 1 The next regular Board meeting is scheduled for August 29, 2017. (c) During the Cooperation Period, the Board shall (i) nominate each of the Alden Designees for election to the Board at each Stockholder Meeting at which directors are to be elected; and (ii) cause the Company to file a definitive proxy statement in respect of each Stockholder Meeting at which directors are to be elected and recommend that the Company’s stockholders vote directly or by proxy in favor of, and otherwise use reasonable best efforts to cause, the election of each of the Alden Designees. (d) During the Cooperation Period, and so long as either (i) the Board consists of more than 9 directors immediately prior to any time when an Alden Designee (or any Replacement Designee (as defined below)) ceases to be a director for any reason (other than pursuant to Section 1(f) below) or (ii) no more than 2 Alden Designees are serving on the Distribution TimeBoard immediately prior to any time when an Alden Designee (or any Replacement Designee) ceases to be a director for any reason (other than pursuant to Section 1(f) below), in the event that an Alden Designee (or any Replacement Designee (as defined below)) ceases to be a director for any reason (other than pursuant to Section 1(f) below), and at such time Alden’s Ownership is at least the lesser of 10% of the Company’s then outstanding Common Stock and 3,798,662 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “10% Ownership Threshold”), Alden shall be entitled to designate, for consideration by the Nominating and Governance Committee, a candidate for replacement for such Alden Designee (such replacement, a “Replacement Designee”) in accordance with the process set forth in this Section 1(d); provided, however, if the Board consists of 9 or fewer directors at any time during the Cooperation Period immediately prior to any time when an Alden Designee (or any Replacement Designee) ceases to be a director for any reason (other than pursuant to Section 1(f) below) such that there are 2 remaining Alden Designees, Alden shall be permitted to propose a Replacement Designee for such previous Alden Designee as of any date during the Cooperation Period that the Board would consist of more than 9 directors with the addition of a Replacement Designee, provided that Alden’s Ownership is at or above the 10% Ownership Threshold at such time; provided, further, that each selection of a Replacement Designee must fully comply with the procedures set forth in this Section 1(d). During the Cooperation Period, in the event that an Alden Designee ceases to be a director for any reason (other than pursuant to Section 1(f) below), and at such time Alden’s Ownership is at least the lesser of 5% of the Company’s then outstanding Common Stock and 1,899,331 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “5% Ownership Threshold”), and below the 10% Ownership Threshold, Alden shall be entitled to designate, for consideration by the Nominating and Governance Committee, a Replacement Designee in accordance with the process set forth in this Section 1(d); provided, however, that Alden shall have the foregoing replacement right only if the Alden Designee who ceased to be a director was the only Alden Designee on the Board. Any Replacement Designee must (A) qualify as “independent” pursuant to the NASDAQ rules, (B) have served for at least one year (either currently or at some time previously) as a director or executive officer of Xxxxxx Xxxxx a private or Xxxx X. Xxxxxx fails public company with at least $750 million in annual sales, and (C) solely with respect to satisfy any Replacement Designee for the Appointment ConditionsIndependent Designee (and any Replacement Designee thereof), be independent of Alden and its Affiliates and Associates (for the avoidance of doubt, the Investor Group nomination by Alden of such person to serve on the board of any other company shall not (in and of itself) cause such person to not be deemed independent of Alden) (clauses (A)–(C) the “Director Criteria”). With respect to any Replacement Designee, Alden shall have the right to designate replacement candidates propose a Replacement Designee who satisfies the Director Criteria for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions consideration and have been approved as Investor Group Designees acceptance by the Trustees Nominating and Governance Committee (such approval acceptance not to be unreasonably withheld). (b) Immediately following the Distribution Time, TPL Corp . Any Replacement Designee proposed by Alden shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each not be a “Stockholder Designee” and, collectively, the “Stockholder Designees”) candidate previously presented by Alden to the Board if the Mission Designee fulfills each of the Appointment Conditions Company for consideration as of the Distribution Time. Based on the information available a director (whether prior to the Trustees date hereof or hereafter) and whom the Company refused to accept. The Nominating and Governance Committee shall consider such candidate submitted by Alden within five Business Days after a completed D&O questionnaire has been received by the Nominating and Governance Committee with respect to such candidate (including responses the form of questionnaire shall be delivered to the director questionnaires and follow-up questions theretoReplacement Designee promptly following his or her designation by Alden), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy Nominating and Governance Committee does not accept the Appointment Conditions, person recommended by Alden as the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission first Replacement Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following the Distribution Time, (i) the Board Alden shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed submit to the Board pursuant two additional candidates who satisfy the Director Criteria. Among such two additional candidates submitted by Alden, the Nominating and Governance Committee shall choose one candidate as the Replacement Designee within five Business Days after a completed D&O questionnaire has been received by the Nominating and Governance Committee with respect to Sections 1(a) or 1(b) and 1(c) each such candidate (and in addition the form of questionnaire shall be delivered to the conditions for appointment set forth thereinReplacement Designee(s) within five Business Days following their designation by Alden), any director candidate for the . The Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed appoint such candidate approved by the Trust; (B) Nominating and Governance Committee within five Business Days. Upon a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed Replacement Designee’s appointment to the Board, to become effective upon (1) in the case of Board and the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued Nominating and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to Governance Committee shall take all necessary action actions to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment appoint such Replacement Designee to the Board; Nominating and (iv) not be otherwise disqualified from serving as Governance Committee and the Compensation Committee. Unless a member of clear, contrary interpretation applies, each reference herein to an “Alden Designee” shall include a board of directors of a public company reference to any Replacement Designee with shares traded on the NYSErespect thereto. (e) As promptly as practicable after The size of the Distribution TimeBoard shall be no more than 9 directors immediately following the execution of this Agreement until the Termination Date; provided, however, the Board size may be increased up to 11 directors in order to accommodate additional directors approved by the Board. The Company shall appoint at least one Stockholder Designee not be required to serve on each committee offer Alden any directorships if the size of the Board is expanded. Effective immediately following the execution of this Agreement, Xx. Xxxxxxx shall be entitled to interview the final candidate for the appointment of the next member of the Board. The Board shall not appoint any new directors to the Board with an effective date prior to the effective date of Xx. Xxxxxxx’x appointment to the Board. (f) In the event Alden’s Ownership fails to satisfy the 10% Ownership Threshold at any time prior to the Termination Date, Alden shall designate one or more Alden Designees who shall immediately resign from the Board and all committees thereof such that there is only one remaining Alden Designee on the Board (unless there is only one Alden Designee on the Board at such time). In the event Alden’s Ownership fails to satisfy the 5% Ownership Threshold at any time prior to the Termination Date, all remaining Alden Designees shall immediately resign from the Board and all committees thereof. Prior to appointment to the Board, each Alden Designee and any Replacement Designee shall execute an irrevocable resignation as director in the form attached hereto as Exhibit A. (g) The Company shall hold the 2019 annual meeting of stockholders (the “2019 Annual Meeting”) no later than June 30, 2019.

Board Composition and Related Matters. (a) Immediately following The Company agrees that the Distribution Time, TPL Corp Company’s Board of Directors (the “Board”) and all applicable committees of the Board shall take all necessary actions necessary to appoint Xxxxxx Xxxxx two (2) directors as follows: (i) June Almenoff, as promptly as practicable following the Effective Date, and in any event no later than four (4) business days following the Effective Date and (ii) a second director who shall qualify as “independent” of the Company pursuant to Nasdaq listing standards and otherwise qualified to serve on the Audit Committee of the Board, to be identified pursuant to an ongoing director search process (the “Second Director”, together with Ms. Almexxxx, xxx “Xew Directors”, and each a “New Director”, and such process of selection and appointment of the Second Director, the “Director Search Process”); provided, however, that the Second Director shall be fully independent of and unassociated (directly or indirectly) with Armistice and each of its Affiliates and Associates. The Director Search Process shall be completed in an efficient and expeditious manner with the goal to appoint the Second Director within forty-five (45) days following the Effective Date; provided, however, that the anticipated timeline to appoint the Second Director may be extended if necessary in order to conduct a careful and thorough Director Search Process. The Company further agrees to accept the resignations of (x) Suzanne Xxxxx, Xx.X, to be effective upon the appointment of Ms. Almexxxx, xxx (x) Phil Gutxx (Xx. Xxuhx xxx Xx. Gutrx, xxxxxxtively, the “Resigning Directors”), to be effective upon the date that is the earlier of forty-five (45) days following the Effective Date and the appointment of the Second Director. (b) The Company agrees that the Board and all applicable committee of the Board shall take all necessary actions to (i) nominate the New Directors for election to the Board at the 2022 annual meeting (including any replacement designated pursuant reschedulings, adjournments, continuations or other meeting held in lieu thereof, the “2022 Annual Meeting”) and (ii) recommend, support and solicit proxies for the election of the New Directors at the 2022 Annual Meeting in the same manner and with the same efforts as the Board and all applicable committees of the Board recommend, support and solicit proxies for the election of the Company’s other director nominees at the 2022 Annual Meeting. (c) As a condition to this the New Directors’ appointment to the Board and the subsequent nomination for election to the Board in connection with the 2022 Annual Meeting, each New Director shall agree to participate in the Company’s customary procedures for new director candidates, including but not limited to, submitting to a customary background check and providing the Company a fully completed and executed copy of the Company’s standard director and officer questionnaire, interviewing with the Board’s Nominating and Corporate Governance Committee (the “NGC”) and such other reasonable and customary director onboarding documentation as required by the Company in connection with their appointment and election as new Board members. (d) The Company hereby acknowledges and agrees that effective immediately upon their appointment to the Board as directors of the Company in accordance with Section 1(a), the “Horizon Designee”) New Directors shall be eligible for membership on all current committees and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to new committee of the Board if each Investor Group Designee fulfills each of the conditions set forth in Section 1(d) below (the “Appointment Conditions”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of formed after the Effective Date. In Without limiting the event thatforegoing, prior to immediately upon the Distribution Time, either appointment of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment ConditionsMs. Almexxxx xx xxx Board, the Investor Group shall have Company agrees that the right to designate replacement candidates for Board and all applicable committees of the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld). (b) Immediately following the Distribution Time, TPL Corp Board shall take all necessary actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) to the Board if the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following the Distribution Time, (i) appoint Ms. Almexxxx xx xxxx of the Board shall be divided into three classes of directorsNGC and the Audit Committee, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) have Mr. Gutrx xxxx xxwn from the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) NGC and (2iii) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charterappoint Magnus Pxxxxxx, the Bylaws of TPL Corp (XX, Xx.D as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% Chairman of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), NGC and (y) the Termination DateLead Independent Director of the Board until such time as the newly reconstituted Board determines that another director should serve as Lead Independent Director. (e) The Company agrees that the New Directors shall receive (i) the same benefits of director and officer insurance, and any indemnity arrangements available generally to all directors then serving on the Board, (ii) the same compensation for service as a director as the compensation received by other non-employee directors then serving on the Board and as established by the Compensation Committee, subject to any modification of the amount and form of such compensation as hereafter may be determined by the Compensation Committee, and (2iii) in such other health, welfare and other similar benefits on the case same basis as are available to all other non-employee directors then serving on the Board. The parties hereto acknowledge and agree that the Company shall compensate the Resigning Directors for all Board and Committee meetings attended prior to the date of their respective departures from the Board and pay them the full amount of base compensation had each Resigning Director completed his or her full term of service on the Board, accelerate the vesting of the SoftVest Designee, the earlier Resigning Directors’ outstanding stock options as if each Resigning Director completed his or her full term of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve service on the Board, and amend all outstanding stock options such that the Resigning Directors will have continuous service with the Company through the second (z2nd) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee anniversary of the Boardeffective date of their resignation.

Board Composition and Related Matters. (a) Immediately The Company agrees that, immediately following the Distribution Timeexecution of this Agreement, TPL Corp the Board and all applicable committees of the Board shall take all necessary actions necessary to (i) increase the size of the Board by one (1) director to a total of nine (9) directors and (ii) appoint Xxxxxx Xxxxx X. Xxxxxx as a member of the Board to fill the vacancy resulting from the increase in the size of the Board, with a term expiring at the Company’s 2021 annual meeting of stockholders (together with including any replacement designated pursuant to this Section 1(aadjournment, postponement, rescheduling or continuation thereof, the “2021 Annual Meeting”). (b) During the Standstill Period (as defined below), the Company agrees that, provided that such director is able and willing to serve on the Board, it will nominate each of Xx. Xxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxx (each a “Horizon Designee”) New Director” and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group DesigneesNew Directors”) for election at any Stockholder Meeting at which directors are to be elected and will recommend, support and solicit proxies for the election of each New Director at such Stockholder Meeting in the same manner as it recommends, supports and solicits proxies (or consents) for the election of the Company’s other director nominees. (c) If any New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director or for any other reason fails to serve or is not serving as a director at any time prior to the expiration of the Standstill Period, WaterMill shall have the ability during the Standstill Period to recommend a person to be a replacement nominee to the Board if each Investor Group Designee fulfills each of the conditions set forth in accordance with this Section 1(d1(c) below (the “Appointment Conditions”) as of the Distribution Time. Based on the information available any such replacement nominee, when appointed to the Trustees Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (including responses i) be reasonably acceptable to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees Board (such approval acceptance not to be unreasonably withheld). , (bii) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated qualify as “independent” pursuant to NASDAQ listing standards, and (iii) have the relevant financial and business experience to be a director of the Company. The Nominating Committee shall make its determination and recommendation regarding whether such Replacement Director meets the foregoing criteria within five (5) Business Days after (A) such nominee has submitted to the Company the documentation required by Section 1(f) and (B) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this Section 1(b)1(c) as promptly as practicable, the “Mission Designee” and together with the Investor Group Designeesbut in any case, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) to the Board if the Mission Designee fulfills each assuming reasonable availability of the Appointment Conditions as nominee, within ten (10) Business Days after WaterMill’s submission of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Datesuch nominee. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy Nominating Committee does not accept a person recommended by WaterMill as the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions Replacement Director (such agreement acceptance not to be unreasonably withheld). (c, WaterMill shall have the right during the Standstill Period to recommend additional substitute person(s) Effective immediately following the Distribution Time, (i) the Board whose appointment shall be divided into three classes of directors, as nearly equal in number as reasonably possible subject to the Nominating Committee recommending such person in accordance with the Certificate requirements and procedures described above. Upon the recommendation of Incorporation of TPL Corp (as amended from time to timea Replacement Director nominee by the Nominating Committee, the “Charter”Board shall vote on the appointment of such Replacement Director to the Board no later than five (5) Business Days after the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board pursuant to this Section 1(c), the Parties shall continue to follow the procedures of this Section 1(c) during the Standstill Period until a Replacement Director is elected to the Board. Upon a Replacement Director’s appointment to the Board, the Board and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I applicable committees of the Board (with a term expiring shall consider in 2021), the SoftVest Designee good faith and promptly determine whether to be appointed appoint such Replacement Director to Class II any applicable committee of the Board (with of which the replaced director was a term expiring in 2022) member immediately prior to such director’s resignation or removal, taking into account the skills and qualifications of the Replacement Director and the Horizon Designee other directors. Any Replacement Director designated pursuant to be appointed this Section 1(c) replacing a New Director prior to Class III the mailing of the Board (Company’s definitive proxy statement for any Stockholder Meeting during the Standstill Period shall stand for election at such Stockholder Meeting together with a term expiring in 2023)the other director nominees. (d) As conditions to being appointed to The Company agrees that the Board pursuant to Sections 1(aNew Directors (or any Replacement Director) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall receive (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form benefits of director and officer insurance as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to non-management directors on the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (yii) the Termination Date, and (2) in same compensation for his or her service as a director as the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve compensation received by all other independent directors on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take such other benefits on the same basis as all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to other independent directors on the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly as practicable after Each Party acknowledges that the Distribution TimeNew Directors (or any Replacement Director), upon appointment to the Board Board, shall appoint at least one Stockholder Designee be governed by, and each New Director (or any Replacement Director) shall comply with, all of the same policies, processes, procedures, codes, rules, standards and guidelines applicable to serve all independent directors on each committee of the Board. (f) WaterMill acknowledges that, prior to the date of this Agreement, Xx. Xxxxxx, and prior to any appointment, each Replacement Director, is required to submit to the Company a fully completed copy of the Company’s standard director & officer questionnaire and other reasonable and customary director onboarding documentation applicable to directors of the Company. (g) During the Standstill Period, the Company (including the Board or any committee thereof) shall take no actions to (i) eliminate the ability of stockholders to take action by written consent without a meeting of stockholders pursuant to Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”), (ii) divide the directors into more than one class of directors pursuant to Section 141(d) of the DGCL or (iii) modify any of the protections and obligations regarding confidentiality, conflicts of interest, fiduciary duties, trading and disclosure and other governance policies applicable to the New Directors in any manner adverse to the New Directors and not generally applicable to all independent directors of the Company, in each case without the prior written consent of WaterMill. (h) WaterMill agrees that the Board or any committee thereof, in the exercise of its fiduciary duties, may recuse Xx. Xxxxxx (or any Replacement Director serving on the Board in the place of Xx. Xxxxxx) from any portion of a Board or committee meeting at which the Board or any such committee is evaluating and/or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement, (ii) any action taken in response to actions taken or proposed by WaterMill or its Affiliates with respect to the Company, or (iii) any proposed transaction between the Company and WaterMill or any of its Affiliates. (i) Other than as agreed to by the Company, WaterMill and each of the New Directors agree that there shall be no contracts, plans or arrangements, written or otherwise, in effect during the term of this Agreement, between WaterMill and a New Director (or any Replacement Director) providing for any compensation, reimbursement of expenses or indemnification of such New Director (or Replacement Director) in connection with or related to such New Director’s (or Replacement Director’s) service on the Board.

Board Composition and Related Matters. (a) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx (together with any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to the Board if each Investor Group Designee fulfills each of the conditions set forth in Section 1(d) below (the “Appointment Conditions”) Effective as of the Distribution Time. Based on date hereof, KORR Value hereby withdraws the information available to Nomination Notice and the Trustees (including responses to the director questionnaires Books and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)Records Demands. (b) Immediately following Effective as of the Distribution Timedate hereof, TPL Corp the Board shall take all necessary actions necessary to (i) increase the size of the Board by one director and appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) Xxxxx Xxxxx to the Board if as a Class II director with a term expiring at the Mission Designee fulfills each 2022 Annual Meeting to fill the resulting vacancy, (ii) create the position of Lead Independent Director on the Board and to appoint Xx. Xxxxx as the Lead Independent Director, and (iii) appoint and seat Xx. Xxxxx to the Investment Oversight Committee of the Appointment Conditions as of Board (the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld“Investment Oversight Committee”). (c) Effective immediately following Promptly after the Distribution Timedate hereof, the Board shall engage a third-party executive search firm (the “Search Firm”) to assist the Board in the identification of candidates to serve as an independent director of the Board. Within 180 days of the date hereof, the Board shall, with the assistance of the Search Firm, (i) identify an independent director who is acceptable to the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance its sole discretion (the “Additional Independent Director” and together with the Certificate of Incorporation of TPL Corp (as amended from time to timeXxxxx Xxxxx, the “CharterNew Directors”), ) and (ii) take all necessary actions to increase the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I size of the Board (with a term expiring in 2021), by one director and appoint the SoftVest Designee Additional Independent Director to be appointed to Class II of fill the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve resulting vacancy on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to . The Board shall take all necessary action actions to not be considered appoint and seat the Additional Independent Director to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of Investment Oversight Committee effective upon his or her appointment to the Board; . (d) Xxxxxxxxx Xxxxxxxx shall tender his resignation from the Board, which the Board shall promptly accept, effective at the earlier of (i) the appointment of the Additional Independent Director and (ivii) not 180 days after the date hereof. Following Xx. Xxxxxxxx’x resignation, the size of the Board shall be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSEdecreased by one director. (e) As With respect to the 2022 Annual Meeting, the Board shall: (i) nominate and include Xx. Xxxxx in its proxy statement and proxy card as nominee(s) of the Board, (ii) recommend to the stockholders of the Company the election of Xx. Xxxxx to the Board, and (iii) solicit proxies in favor of the election of Xx. Xxxxx to the Board in the same manner as for all other nominees of the Board. (f) The Board shall promptly take all necessary actions to authorize and approve a share repurchase program that would permit the continued repurchase of shares of Common Stock for an aggregate purchase price equal to $35,000,000; provided, however, that any purchases made under such programs shall be subject to market conditions, applicable legal requirements and other relevant factors, as practicable after determined by the Distribution TimeBoard in its sole discretion. (g) Until the Termination Date, the Board shall appoint at least one Stockholder Designee consider in good faith declaring quarterly dividends in excess of $0.08 per share on the outstanding shares of Common Stock; provided, however, that the authorization and amount of such dividends shall be subject to serve on each committee market conditions, applicable legal requirements and other relevant factors, as determined by the Board in its sole discretion. (h) Effective as of the Board.date hereof, the Board shall amend the charter of the Investment Oversight Committee in the form attached hereto as Exhibit A.

Board Composition and Related Matters. (a) Immediately The Company agrees that, effective immediately following the Distribution Time2022 Annual Meeting of Stockholders to be held on June 15, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx 2022 (together with any replacement designated pursuant to this Section 1(athe “2022 Annual Meeting”), the Board shall increase the size of the Board to nine (9) directors and appoint Dusan Senkypl (the “Horizon DesigneeFirst New Director”) to the Board. The Company shall hold the 2022 Annual Meeting as scheduled on June 15, 2022, at 10:00 a.m. Central Time, and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a)conduct the 2022 Annual Meeting without undue delay. The Company further agrees that, effective no later than November 30, 2022, the Board shall appoint Xxx Xxxxx (the “SoftVest Designee”, Second New Director” and together with the Horizon Designee, each an “Investor Group Designee” and, collectivelyFirst New Director, the “Investor Group DesigneesNew Directors” and each a “New Director”) to the Board if each Investor Group Designee fulfills each Board, and shall increase the size of the conditions set forth in Section 1(dBoard to ten (10) below (directors if necessary to accommodate such appointment; provided, that the “Appointment Conditions”) as appointment of the Distribution Time. Based on the information available Second New Director shall be subject to the Trustees (including responses Second New Director submitting to the Company an update to his previously submitted director questionnaires and follow-up questions thereto), the Trustees believe officer questionnaire that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions shall not include any material adverse developments or changes relating to his qualifications for service as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)a director. (b) Immediately following The Parties acknowledge that the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) First New Director is being added to the Board if immediately following the Mission Designee fulfills each 2022 Annual Meeting at the Company’s request in order to avoid incurring expenses and delaying the 2022 Annual Meeting due to mechanical issues that would be associated with distributing revised proxy materials and soliciting support for the election of the Appointment Conditions as of First New Director at the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld)2022 Annual Meeting. (c) Effective immediately following It is understood and agreed that concurrently with the Distribution TimeFirst New Director’s appointment to the Board, the Board shall appoint the First New Director to serve on the Executive Committee of the Board (the “Executive Committee”). For so long as the First New Director continues to serve as a member of the Board in accordance with this Agreement, such First New Director shall serve on the Executive Committee or such other committee of the Board established to oversee the implementation of such business plans and strategies approved by the Board (such other committee is herein referred to as the “Operating Committee”). The Second New Director will be permitted to attend and reasonably participate, but not vote, at all regularly scheduled and special meetings of the Executive Committee or Operating Committee. The Second New Director will receive all materials related to each Executive Committee or Operating Committee meeting, contemporaneous with their distribution to the Executive Committee or Operating Committee. Without limiting the foregoing, the Board shall, in accordance with its customary governance processes, give each New Director the same due consideration for membership to any committee of the Board as any other independent director with similar relevant expertise and qualifications. (d) The Pale Fire Parties agree that the Board or any committee thereof, in the exercise of its fiduciary duties, may recuse the New Directors from any portion of a Board or committee meeting, and restrict access to information of the Company, to the extent relating to (i) the Board shall be divided into three classes exercise of directorsany of the Company’s rights or enforcement of any of the obligations under this Agreement, as nearly equal (ii) any action taken in number as reasonably possible respect of or in accordance with response to actions taken or proposed by the Certificate of Incorporation of TPL Corp Pale Fire Parties or their Affiliates (as amended from time defined below), in each case, with respect to timethe Company or its Affiliates or (iii) any proposed transaction between the Company or any of its Affiliates and the Pale Fire Parties or any of their Affiliates. For the avoidance of doubt, the “Charter”)Pale Fire Parties acknowledge and agree that: (i) consistent with their fiduciary duties as directors of the Company, each New Director is obligated to consider in good faith, to the same extent as any other director of the Company, recusal from any Board or committee meeting in the event there is any other actual or potential conflict of interest between the Pale Fire Parties or the New Directors, on the one hand, and the Company, on the other hand; and (ii) the Trust Board may restrict the New Directors’ access to information of the Company to the same extent it would for any other director of the Company, in accordance with applicable law. (e) Until the Termination Date (as defined below) and TPL Corpas long as the Pale Fire Parties beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least the lesser of (i) 15.0% of the Company’s then-outstanding Common Stock and (ii) 4,494,004 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations, recapitalizations and similar adjustments) (the “Ownership Minimum Requirement”), in the event any New Director is no longer able to serve as applicablea director of the Company for any reason, the Pale Fire Parties shall have taken and completed all actions necessary be entitled to cause designate a candidate for replacement for such New Director (such replacement, a “Replacement Director”), subject to the Mission Designee to be appointed to Class I approval of the Board (with which approval shall not be unreasonably withheld). The Board shall make its determination within ten (10) days after any such replacement director candidate submits to the Company a term expiring in 2021)fully completed copy of the Company’s standard director and officer questionnaire, provided that such questionnaire shall be deemed fully completed after the SoftVest Designee successful completion of a customary background check, to be appointed to Class II completed by the Company not more than five (5) days following the Company’s receipt of such questionnaire. If the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed does not approve such Replacement Director to the Board pursuant to Sections 1(a) or 1(b) and 1(cthis Section 1(e) (and in addition it being acknowledged that the Board cannot unreasonably withhold its approval), the Parties shall continue to follow the procedures of this Section 1(e) until a Replacement Director is appointed to the conditions for Board. Upon a Replacement Director’s appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case Board and all applicable committees of the Horizon Designee, the earlier of (x) Horizon ceasing Board shall take all necessary actions to beneficially own, in the aggregate, a Net Long Position of at least 10% appoint such Replacement Director to any applicable committee of the issued and outstanding shares Board of which the replaced director was a member immediately prior to such director’s resignation or removal or, if the Board or the applicable committee of the Common Board determines that the Replacement Director does not satisfy the requirements of the NASDAQ Stock Market and applicable law with respect to service on the applicable committee (which determination shall be made reasonably and in good faith), to an alternative committee of the Board. Any Replacement Director shall qualify as an “independent director” under applicable rules of the Securities and Exchange Commission (the “Minimum Ownership EventSEC”), the rules of any stock exchange on which the Company is traded and applicable governance policies of the Company. Upon a Replacement Director’s appointment to the Board, such Replacement Director shall be deemed to be a New Director for all purposes under this Agreement. (yf) In furtherance and not in limitation of Section 4, prior to the Termination Date, the Pale Fire Parties shall not, and shall cause each of their controlled Affiliates and Associates not to, directly or indirectly, (2A) in the case nominate or recommend for nomination any person for election at any annual or special meeting of the SoftVest DesigneeCompany’s stockholders (except as otherwise provided elsewhere in Section 1), (B) submit any proposal for consideration at, or bring any other business before, any annual or special meeting of the Company’s stockholders, or (C) initiate, encourage or participate in any “vote no,” “withhold” or similar campaign with respect to any annual or special meeting of the Company’s stockholders. Prior to the Termination Date, Pale Fire shall not publicly or privately encourage or support any other stockholder, person or entity to take any of the actions described in this Section 1(f). (g) Until the Termination Date, the earlier Board and all applicable committees of the Board shall not (xA) increase the Minimum Ownership Event, size of the Board to more than ten (y10) the Horizon Designee ceasing directors or (B) seek to serve on classify the Board, in each case without the prior written consent of the Pale Fire Parties. (h) The Pale Fire Parties shall comply, and the Pale Fire Parties shall cause each of their controlled Affiliates and Associates to comply, with the terms of this Agreement and the Pale Fire Parties shall be responsible for any breach of this Agreement by any such controlled Affiliate or Associate. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement; provided, however, that the term “Associate” shall refer only to Associates controlled by the Company or the Pale Fire Parties, as applicable; provided, further, that, for purposes of this Agreement, the Pale Fire Parties and the Company shall not be Affiliates or Associates of one another; provided, further, that with respect to the Pale Fire Parties, the term Affiliate shall not include any portfolio company of the Pale Fire Parties, so long as such portfolio company (za) (i) has not discussed the Termination Date; Company or its business with the Pale Fire Parties, (ii) qualify as an Independent Director; has not received from the Pale Fire Parties information concerning the Company or its business and (iii) agree is not acting at the request of, in coordination with or on behalf of the Pale Fire Parties with respect to take all necessary action any actions concerning the Company that the Pale Fire Parties are prohibited from taking pursuant to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Servicesthis Agreement, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (ivb) is not be otherwise disqualified from serving as a member of a board of directors of a public company directly or indirectly competing with shares traded on the NYSECompany, which involves offering or developing similar or competing technologies, products or services to those offered by the Company. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee of the Board.

Board Composition and Related Matters. (a) Immediately following Effective upon the Distribution Timeexecution and delivery of this Agreement, TPL Corp (i) director Kxxxx X. Xxxxxxxx (“Mx. Xxxxxxxx”) shall take all actions necessary tender his resignation from the Board, effective January 1, 2021, (ii) the Board shall appoint the Investor Representative to appoint Xxxxxx Xxxxx fill the vacancy resulting from Mx. Xxxxxxxx’x resignation, effective January 1, 2021, (together with any replacement designated pursuant iii) the Board shall not nominate Vice Chairman of the Board Dxxxxx X. Xxxxxxxx to this Section 1(astand for re-election at the Annual Meeting to be held in 2021 (the “2021 Annual Meeting”), shall not include Mx. Xxxxxxxx in its proxy statement and proxy card as a director nominee at the 2021 Annual Meeting, and shall not recommend or solicit proxies in favor of the re-election of Mx. Xxxxxxxx at the 2021 Annual Meeting, and (iv) if Cxxxxxx X. Xxxxxxxx (“Horizon DesigneeMx. Xxxxxxxx”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) is re-elected to the Board if each Investor Group Designee fulfills each at the 2021 Annual Meeting, the Board shall elect Mx. Xxxxxxxx as Chairman of the conditions set forth in Section 1(d) below (Board promptly following the “Appointment Conditions”) 2021 Annual Meeting. The Board represents and warrants that Mx. Xxxxxxxx has consented to serve as Chairman of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective DateBoard upon his election. In the event thatMx. Xxxxxxxx is not re-elected to the Board at the 2021 Annual Meeting, or is otherwise not serving as a member of the Board following the 2021 Annual Meeting, the Board will promptly appoint a Chairman of the Board and/or a Lead Independent Director from among the directors duly elected at the 2021 Annual Meeting, which director shall, in either case, qualify as an “independent director” pursuant to the listing rules of the Nasdaq Stock Market (the “Nasdaq Listing Rules”) as confirmed by the Company’s outside legal counsel. The Board represents and warrants that Bxxxx Xxxxxx shall not be elected to serve as Chairman of the Board or Lead Independent Director prior to the Termination Date. (b) Prior to the Termination Date, the Company shall, with respect to any Annual Meeting, (i) include the Investor Representative in its proxy statement and proxy card as a director nominee of the Board, (ii) recommend the election of the Investor Representative to the stockholders of the Company and (iii) solicit proxies in favor of the election of the Investor Representative. In connection with the foregoing, the Investor Representative hereby consents to be named as a nominee of the Company for election to the Board in any applicable proxy statement, proxy card or other solicitation materials of the Company. (c) Concurrently with his appointment to the Board, the Investor Representative shall be appointed by the Board to serve on the Corporate Governance and Nominating Committee of the Board (the “Governance and Nominating Committee”), which appointment shall be made subject to compliance with the Company’s Corporate Governance Guidelines, as adopted on February 27, 2018, and the applicable Nasdaq Listing Rules. The recommendation of the Governance and Nominating Committee to the Board to nominate a director candidate to fill the Board seat at the 2021 Annual Meeting that will be left vacant following Mx. Xxxxxxxx’x decision not to stand for re-election at the 2021 Annual Meeting shall be made with the unanimous consent of the members of the Governance and Nominating Committee. (d) In the event of the Investor Representative’s resignation or removal (other than pursuant to Section 1(e)), or incapacity or death, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment ConditionsTermination Date, the Investor Group Investors shall have the right to designate propose a candidate for replacement candidates for of the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees Representative (such approval not to be unreasonably withheld). (b) Immediately following the Distribution Timereplacement, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder DesigneesReplacement Representative”) that is reasonably acceptable to the Board if acting in good faith. Any Replacement Representative shall qualify as an “independent director” pursuant to the Mission Designee fulfills each Nasdaq Listing Rules as confirmed by the Company’s outside legal counsel. The Board shall use reasonable best efforts, in good faith and consistent with its fiduciary duties, to approve or deny any candidate to be a Replacement Representative within ten (10) Business Days of the Appointment Conditions date on which the Investors initially proposed such Replacement Representative in writing as a candidate (such proposal, a “Replacement Proposal”), provided that such candidate has: (i) provided the Company with his or her written consent to a background check that is consistent in all material respects with those utilized by the Board for other director candidates, which consent shall be provided within one (1) Business Day after the Investors submit a Replacement Proposal; (ii) provided the Company with a completed director questionnaire in the form to be provided by the Company within one (1) Business Day after the Investors submit the Investors submit a Replacement Proposal, which questionnaire shall be consistent in all material respects with the form utilized by the Board for other director candidates (the “Director Questionnaire”), and such other information as may be reasonably requested by the Board; and (iii) completed a reasonably satisfactory interview with certain members of the Distribution Time. Based on the information available to the Trustees Board, which shall be completed within five (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as 5) Business Days following receipt of the Effective Datecompleted Director Questionnaire. In the event thatthe Board declines to approve a candidate as a Replacement Representative, prior the Investors may propose one or more additional candidates, subject to the Distribution Timeapproval process described above, Xxxx X. XxXxxxxx fails until a Replacement Representative is approved by the Board. Following the approval of a candidate as a Replacement Representative by the Board, and provided that such Replacement Representative has executed and delivered to satisfy the Appointment ConditionsCompany a resignation offer letter in the form attached hereto as Exhibit A, the Trustees Board shall promptly (but in any case, no later than five (5) Business Days following delivery of the resignation offer letter) appoint such Replacement Representative to the Board and Xxxxxx Xxxxx the Governance and Nominating Committee. Upon his or her appointment to the Board, such Replacement Representative shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not be deemed to be unreasonably withheld)an Investor Representative for all purposes under this Agreement. (ce) Effective The Investor Representative shall immediately following offer his or her resignation as a director of the Distribution Time, Board upon the earlier of the following: (i) the Board Termination Date, (ii) the sale or transfer of Common Stock by Investors resulting in Investors’ net long aggregate ownership of the Common Stock falling below eighty percent (80%) of the Investors’ net long aggregate ownership of the Common Stock as of the date of this Agreement (as adjusted for stock splits, combinations, reclassifications and other similar proportional adjustments) (the “Stock Ownership Minimum”); provided, however, that for purposes of calculating whether the Investors’ net long aggregate ownership of the Common Stock falls below the Stock Ownership Minimum, the following shall be divided into three classes disregarded: (A) transfers of directors, as nearly equal in number as reasonably possible the Investors’ shares of Common Stock to Family Members in accordance with the Certificate requirements of Incorporation Section 3(k), and (B) any sales or issuances of TPL Corp Common Stock, or securities exercisable for or convertible into Common Stock, by the Company following the date of this Agreement, or (iii) upon the Investors’ failure to cure a material breach of this Agreement pursuant to Section 11(a)(ii). For the avoidance of doubt, the Board may accept or reject any such resignation offer pursuant to the terms of this Section 1(e) in its sole discretion. Simultaneous with the execution and delivery of this Agreement, and as a condition to the Investors’ rights and the Board’s obligations hereunder, the Investor Representative has executed and delivered to the Company a resignation offer letter in the form attached hereto as Exhibit A. (f) The Investors agree that there shall be no contracts, plans or arrangements, written or otherwise, between any of the Investors and the Investor Representative in effect during the term of this Agreement providing for any compensation, reimbursement of expenses or indemnification of the Investor Representative related to such Investor Representative’s service on the Board. (g) The Investors agree that the Board or any committee of the Board, in the good faith exercise of its fiduciary duties (without the Investor Representative voting on such determination), shall have the right to recuse the Investor Representative from the specific portion of a Board or committee meeting, and may restrict access to the specifically relevant information of the Company, to the extent the Board or any such committee is in good faith deliberating and/or taking action with respect to (i) the enforcement or performance of this Agreement, (ii) the Investor Representative’s failure to comply with the Charter, the By-Laws of the Company (as amended and as may be further amended from time to time, the “CharterBy-Laws”) or applicable Company Policies, all as in effect prior to the facts giving rise to the alleged noncompliance, (iii) any demands made by any of the Investors or any of their respective Affiliates with respect to the Company if such demand is coupled expressly with the threat to take any of the actions prohibited in Sections 3(a) through 3(l), or (iv) any proposed transaction between the Company and any of the Investors or any of their respective Affiliates or any other matter where the interests of the Investors or any of their respective Affiliates are directly adverse to those of the Company. For the avoidance of doubt, (A) consistent with his fiduciary duties as a director of the Company, the Investor Representative shall consider in good faith, to the same extent as any other director of the Company, recusal from any Board or committee meeting in the event there is any other actual or potential conflict of interest between the Investors or the Investor Representative, on the one hand, and the Company, on the other hand, and (iiB) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary Board may restrict the Investor Representative’s access to cause the Mission Designee to be appointed to Class I information of the Board (with a term expiring in 2021), Company relevant to the SoftVest Designee actual or potential conflict of interest to be appointed to Class II the same extent it would for any other director of the Board (Company, in accordance with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023)applicable law. (dh) As conditions The Investor Representative shall be entitled to being appointed to receive compensation for service on the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and any committees in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed manner consistent with the SEC by TPL Corp Company’s non-employee director compensation policies and programs in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated effect from time to time. In addition, the “Bylaws”), committee charters, corporate governance guidelines or similar publiclyCompany shall reimburse the Investor Representative for all reasonable and documented out-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), of-pocket expenses incurred in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed connection with service to the BoardBoard and any committees in a manner consistent with the Company’s director reimbursement policies in effect from time to time. The Investor Representative shall execute the Company’s standard indemnification agreement applicable to executive officers and directors with an initial effective date of January 1, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE2021. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee of the Board.

Board Composition and Related Matters. (a) Immediately following Simultaneous with the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx (together with any replacement designated pursuant to execution and delivery of this Section 1(a)Agreement, the “Horizon Designee”Investor Group hereby irrevocably withdraws the Nomination Notice and any related materials, demands or notices submitted to the Company in connection therewith. (b) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together Simultaneous with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to the Board if each Investor Group Designee fulfills each execution and delivery of the conditions set forth in Section 1(d) below (the “Appointment Conditions”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditionsthis Agreement, the Investor Group shall have immediately cease all efforts, direct or indirect, in furtherance of the right to designate replacement candidates for Nomination Notice and any related solicitation in connection with the Horizon Designee or SoftVest DesigneeNomination Notice. (c) Simultaneous with the execution and delivery of this Agreement, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as each Investor Group Designees by Designee has executed and delivered to the Trustees Company an irrevocable conditional letter of resignation from the Board in the form attached hereto as Exhibit A (such approval not to be unreasonably withheldthe “Resignation Letter”). (bd) Immediately Effective upon the execution and delivery of this Agreement, the Board shall increase the size of the Board from seven to ten directors and appoint the Investor Group Designees to fill two of the vacancies resulting from the increase in the size of the Board with terms expiring at the 2021 Annual Meeting. Prior to the 2021 Annual Meeting, the Board will not increase the size of the Board other than as contemplated by this Section 1(d). (e) At the 2021 Annual Meeting, the Board’s slate of directors will be Xxxxxxx Xxxxxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxx, Xxxxx Xxxxxx and the Investor Group Designees. The Company confirms that two of the Company’s incumbent directors, Xxxxx Xxxxxxx and Xxxxxx Xxxxxxx, will not stand for reelection to the Board at the 2021 Annual Meeting. Effective at the conclusion of the 2021 Annual Meeting, the size of the Board shall be reduced to eight directors and shall not thereafter exceed eight directors until the Termination Date. (f) Subject to applicable stock exchange rules with respect to service on the applicable committee, the Company agrees that, immediately following the Distribution Timeexecution of this Agreement and continuing until the Termination Date, TPL Corp the Board and all applicable committees of the Board shall take all actions action necessary to provide each Investor Group Designee with the opportunity to be appointed to at least two standing committees of the Board and, upon such Investor Group Designee’s consent to serve, immediately appoint Xxxx X. XxXxxxxx such Investor Group Designee to such standing committee(s) of the Board. As of the date of this Agreement, the only committees of the Board (together with standing or otherwise) are the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee (the “Nominating Committee”). Until the Termination Date, the Board will not form any replacement designated pursuant new committees unless it offers to this appoint at least one of the Investor Group Designees to such committee. Until the Termination Date and subject to the understanding in Section 1(b1(j), the “Mission Designee” and together with Board or any applicable committee or subcommittee of the Board shall not implement any policy restricting the ability of any member of the Board to attend meetings of the Board or meetings of its committees or subcommittees. (g) The Board will not utilize committees of the Board for the purpose of discriminating against the Investor Group Designees, each and the Investor Group Designees will, while a “Stockholder Designee” andmember of the Board, collectivelyhave access to Board committee materials and shall be entitled to notice of, and to attend and participate in, Board committee meetings to the same extent as the other members of the Board, subject to the understanding in Section 1(j). Until the Termination Date, the Board will not create any “Stockholder Designees”) executive committee” of the Board, or delegate to any existing or new committee of the Board responsibilities substantially similar to those of an executive committee. Prior to the Board if date of this Agreement, the Mission Designee fulfills each Company has not taken any actions that would be deemed violations of the Appointment Conditions as of the Distribution Time. Based on the information available this Section 1(g) or Section 1(f) that have not been previously disclosed to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld)Investor Group. (ch) Effective immediately following Until the Distribution TimeTermination Date, the Company shall, with respect to any Stockholder Meeting at which directors are to be elected, (i) include the Investor Group Designees as nominees for election to the Board shall be divided into three classes in the Company’s proxy statement and proxy card for such meeting, (ii) recommend to the stockholders of directors, as nearly equal the Company the election of the Investor Group Designees to the Board and (iii) solicit proxies in number as reasonably possible favor of the election of the Investor Group Designees to the Board in accordance a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. In connection with the Certificate foregoing, each Investor Group Designee consents to be named by the Company as a nominee for election to the Board in the proxy statement, proxy card and other solicitation materials of the Company for the 2021 Annual Meeting, and agrees, if elected, to act in the capacity of a director of the Company. (i) The Investor Group understands, and each Investor Group Designee agrees, that, in such Investor Group Designee’s capacity as a director of the Company, such Investor Group Designee is obligated to comply with the terms of the Company’s Articles of Incorporation of TPL Corp (as may be amended and supplemented from time to time, the “Charter”), Amended and Restated By-Laws (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “BylawsBy-Laws”), committee charters, corporate governance governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies and guidelines or and similar publicly-disclosed governance documents that are applicable to all of TPL Corp the Company’s non-employee directors. (collectivelyj) The Investor Group understands, and each Investor Group Designee agrees, that the Board or any committee thereof, in the observance of the standard of conduct owed by directors of a Maryland corporation, may recuse such Investor Group Designee from any portion of a Board or committee meeting, and restrict access to applicable information of the Company, to the extent relating to (i) this Agreement, including the interpretation and enforcement thereof or (ii) any proposed transaction between the Company and any member of the Investor Group, or any of their respective Affiliates. (k) Other than as agreed to by the Company, the Investor Group agrees that, until the Termination Date, it will not enter into any contracts, plans or arrangements, written or otherwise, with any Investor Group Designee providing for any compensation, reimbursement of expenses or indemnification of the Investor Group Designee solely in connection with or related to such Investor Group Designee’s service on the Board. (l) The Investor Group acknowledges and agrees that if at any time prior to the Termination Date, the Investor Group’s aggregate Net Long Position is less than 3.0% of the then-outstanding common stock of the Company, par value $0.01 per share (the “Governance DocumentsCommon Stock”) (subject to adjustment for stock splits, stock dividends, reclassifications, combinations, issuances and similar adjustments) (the “Ownership Minimum”), (i) one Investor Group Designee selected by the Board (within ten days following the receipt of notice that the Investor Group’s Net Long Position is less than the Ownership Minimum) shall be obligated to immediately tender his or her resignation pursuant to the Resignation Letter (it being understood that the Board shall have the right to decline the resignation), and (ii) the rights of the members of the Investor Group in Section 1(m) in respect of such Investor Group Designee shall terminate immediately. The Investor Group shall provide written notice to the Company within five days following the date on which the Investor Group’s Net Long Position falls below the Ownership Minimum. The Investor Group shall provide written notice to the Company within five days following the end of each calendar quarter regarding the Investor Group’s aggregate Net Long Position (it being understood that, notwithstanding anything to the contrary in this Agreement, the Company’s sole remedy should the Investor Group fail to provide such notice will be the right to request that the Investor Group promptly provide such notice), provided, however, that such notice shall be deemed provided so long as the Investor Group continues to have filed a statement of beneficial ownership on Schedule 13D pursuant to the Exchange Act with respect to the Company. (m) Until the Termination Date and subject to Section 1(l), in the same form as executed by all director candidates; (D) event that an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group DesigneesDesignee (or any Replacement Designee for him or her) is not serving on the Board for any reason, an executed conditional resignation letterthen the members of the Investor Group shall be entitled to designate, addressed subject to the Board, approval (not to become effective upon (1be unreasonably withheld or delayed) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregateNominating Committee, a Net Long Position candidate for replacement of at least 10% of the issued and outstanding shares of the Common Stock such Investor Group Designee (the such replacement, a “Minimum Ownership EventReplacement Designee”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon . Any Replacement Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) shall qualify as an Independent Director. The Nominating Committee shall, in good faith and consistent with the standard of conduct owed by directors of a Maryland corporation, approve or deny any candidate for Replacement Designee within five Business Days after such candidate has: (i) successfully completed a customary background check; (ii) completed a reasonably satisfactory interview with the Nominating Committee (which interview will be held no later than three Business Days after the identification of the candidate for Replacement Designee); and (iii) agree to take all necessary action to not be considered provided the Company with (A) a completed director questionnaire (in the form to be “overboarded” under provided by the applicable policies Company, which form will be consistent with the Company’s standard D&O questionnaire), (B) executed a customary joinder to this Agreement to join such Replacement Designee to this Agreement as an Investor Group Designee hereunder and (C) an executed Resignation Letter. In the event that the Nominating Committee declines to approve a candidate for Replacement Designee, the members of Institutional Shareholder Servicesthe Investor Group may propose one or more additional candidates, Inc. subject to the approval process described above, until a Replacement Designee is approved by the Nominating Committee. Following the approval of a candidate for Replacement Designee by the Nominating Committee, the Board shall promptly (and Glass Lewis & Co., LLC as a result of in any event within two Business Days) appoint such Replacement Designee to the Board. Upon his or her appointment to the Board; , such Replacement Designee shall be deemed to be an Investor Group Designee for all purposes under this Agreement. Prior to exercising its right to recommend a Replacement Designee for appointment to the Board in accordance with this Section 1(m), the Investor Group shall disclose to the Company its aggregate Net Long Position. (n) The Company shall hold the 2021 Annual Meeting no later than June 15, 2021. The only matters to be considered at the 2021 Annual Meeting will be (i) the election of eight director nominees to the Board (as specified in Section 1(d)), (ii) the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021, and (iviii) not be otherwise disqualified the Company’s “say-on-pay” proposal. The Company shall hold the 2022 Annual Meeting no later than the first anniversary of the 2021 Annual Meeting. (o) The Company acknowledges that the Investor Group Designees may have certain rights to other indemnification, advancement of expenses and/or insurance from serving sources outside of the Company and its insurers (collectively, the “Other Indemnitors”). The Company agrees that (A) solely with respect to actions of an Investor Group Designee in his or her capacity as a member of the Board (or in such other capacity pursuant to which such Investor Group Designee is entitled to indemnification under the Charter, By-Laws or any other written agreement between the Company and an Indemnitee (collectively, and as each may be amended or supplemented from time to time, the “Indemnification Agreements”)), it is the indemnitor of first resort (i.e., its obligations to the Investor Group Designees (the “Indemnitees” and each, an “Indemnitee”) are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnitee are secondary), (B) solely to the extent (1) legally permitted and (2) required by the terms of the Indemnification Agreements, that the Company shall be required to advance the full amount of expenses incurred by an Indemnitee and shall be liable for the full amount of all losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement), and (C) it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of an Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Company shall affect the foregoing and the Other Indemnitors shall have a board right of directors contribution and/or be subrogated to the extent of a public company with shares traded on such advancement or payment to all of the NYSErights of recovery of such Indemnitee against the Company. The Company and each Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 1(m). (ep) As promptly The Investor Group Designees will be entitled to the same director benefits as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee other non-employee members of the Board, including (i) compensation for such director’s service as a director and reimbursement of such director’s expenses on the same basis as all other non-employee directors of Company; (ii) equity-based compensation grants and other benefits, if any, on the same basis as all other non-employee directors of Company; and (iii) the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of Company as such rights may exist from time to time. The Company agrees that the Investor Group Designees are express third party beneficiaries of the terms of this Section 1(p).

Board Composition and Related Matters. (a) Immediately following Effective upon the Distribution Timeexecution of this Agreement, TPL Corp Mx. Xxxxx X. Jennings and Mx. X. Xxxxxxxxx Cxxxxxxx shall take all actions necessary to appoint Xxxxxx Xxxxx (together with any replacement designated pursuant to this Section 1(a), resign from the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”Board, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to the Board if each Investor Group Designee fulfills each of the conditions set forth in Section 1(d) below (the “Appointment Conditions”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)accept their resignations with immediate effect. (b) Immediately following Effective upon the Distribution Timeexecution of this Agreement, TPL Corp Mr. Mxxxxxx Xxxxx shall take all actions necessary be appointed to appoint Xxxx X. XxXxxxxx the Board (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder DesigneesGroup Designee”). Prior to his appointment to the Board, the Stockholder Group Designee (and any Stockholder Group Replacement Designee) shall execute an irrevocable resignation as director in the form attached hereto as Exhibit A. Following his appointment to the Board, the Board shall appoint the Stockholder Group Designee (and any Stockholder Group Replacement Designee) to the Board if the Mission Designee fulfills each of the Appointment Conditions as of Nominating and Corporate Governance Committee and the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld)Compensation Committee. (c) Effective upon the execution of this Agreement, the roles of Chairman of the Board and Chief Executive Officer shall be separated and Mx. Xxxxxx X. Fawthrop shall be the Chairman of the Board and the Stockholder Group Designee shall be Vice Chairman of the Board. (d) Prior to the nomination of directors for election at the 2016 annual meeting of stockholders (the “2016 Annual Meeting”), the Board shall nominate for election at the 2016 Annual Meeting an additional designee mutually agreed upon between the Stockholder Group and the Company (the “Mutual Designee”, and, collectively with the Stockholder Group Designee, the “Designees”). The Mutual Designee shall qualify as an “independent director” under applicable rules of the SEC, the rules of the New York Stock Exchange (“NYSE”) and under the Company’s corporate governance guidelines. Immediately following the execution of this Agreement, the Company and the Stockholder Group shall engage in good faith discussions with respect to the individual who shall be the Mutual Designee. Each of the Stockholder Group and the Company shall be entitled to recommend individuals for consideration to be selected as the Mutual Designee. The Company shall not unreasonably withhold consent with respect to any Mutual Designee recommended by the Stockholder Group; provided that the Company may withhold consent if it reasonably determines that the Mutual Designee is not independent from the Stockholder Group as a result of material business or personal relationship with the Stockholder Group or any of its Affiliates or Associates. (e) During the time period starting on the date hereof and ending on the Termination Date (the “Commitment Period”), the Board shall nominate the Designees for election to the Board at each Stockholder Meeting or in respect of any solicitation of written consents of stockholders at which directors are to be elected; cause the Company to file a definitive proxy statement or definitive consent statement in respect of each Stockholder Meeting or solicitation of written consents of stockholders at which directors are to be elected and recommend that the Company’s stockholders vote or consent directly or by proxy in favor of, and otherwise use reasonable best efforts to cause, the election of all Designees; and cause the Company to file a definitive consent revocation statement in respect of any solicitation of written consents of stockholders to remove any of the Designees and recommend that the Company’s stockholders do not sign consents to remove any of the Designees and use reasonable best efforts to cause the revocation of any such consents. (f) During the Commitment Period, in the event that the Stockholder Group Designee ceases to be a director for any reason, the Stockholder Group shall be entitled to designate, for consideration by the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), a candidate for replacement for such Stockholder Group Designee (such replacement, a “Stockholder Group Replacement Designee”). The Nominating Committee, in good faith and consistent with its fiduciary duties, shall make a decision with respect to such candidate within five (5) Business Days after a completed D&O questionnaire has been received by the Nominating Committee (the form of questionnaire shall be delivered to the Stockholder Group Replacement Designee immediately following its designation by the Distribution TimeStockholder Group); and, subject to the Nominating Committee’s approval, which approval shall not be unreasonably withheld, the Board shall appoint such candidate approved by the Nominating Committee within two (i2) Business Days. In the event the Nominating Committee declines to recommend a candidate designated by the Stockholder Group, the Stockholder Group may propose one or more replacement designees, subject to the above criteria. (g) The size of the Board shall be divided into three classes of fixed at no more than seven directors, as nearly equal in number as reasonably possible in accordance with prior to the Certificate 2016 Annual Meeting, and eight directors, following the 2016 Annual Meeting and until the end of Incorporation the Commitment Period. (h) The Company agrees that the Board and all applicable committees of TPL Corp the Board shall take all necessary actions, effective immediately following the execution of this Agreement, to determine that each Designee, including any Stockholder Group Replacement Designee, is deemed to be a member of the “Incumbent Board” (as amended from time to time, such term is defined in the applicable agreement or instrument) for purposes of determining whether there has been a “Charter”), Change in Control” under (i) any employment agreements between the Company and any of its named executive officers entered into following the execution of this Agreement and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause Company’s 2014 Long Term Incentive Plan for any grants following the Mission Designee to be appointed to Class I execution of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023)this Agreement. (di) As conditions The obligations of the Company pursuant to being appointed paragraphs (b), (e) (solely with respect to the Board pursuant to Sections 1(a) or 1(b) Stockholder Group Designee and 1(c) (and in addition to the conditions for appointment set forth thereinany Stockholder Group Replacement Designee), any director candidate for the Board and (f) of this Section 2 shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp terminate immediately in the registration statement to be filed with event the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Stockholder Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing ceases to beneficially own, in the aggregate, a Net Long Position of at least 10own 5% or more of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSEStock. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee of the Board.

Board Composition and Related Matters. (a) Immediately following Concurrently with and effective upon the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx (together with any replacement designated pursuant to execution of this Section 1(a)Agreement, the Urvan Group shall irrevocably withdraw (i) the notice of stockholder nomination, submitted to the Company on August 25, 2022 (the “Horizon DesigneeNotice”) and Xxxx X. Xxxxxx (together with any replacement designated ii) the demand to inspect books and records, pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) to the Board if each Investor Group Designee fulfills each 220 of the conditions set forth in Section 1(d) below General Corporation Law of the State of Delaware (the “Appointment ConditionsDGCL”) as of the Distribution Time. Based on the information available ), submitted to the Trustees (including responses to the director questionnaires and follow-up questions thereto)Company on August 31, the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)2022. (b) Immediately following Effective immediately upon the Distribution Timeexecution of this Agreement, TPL Corp the Board of Directors (the “Board”) of the Company shall take all actions necessary increase the size of the Board to nine (9) directors and appoint Xxxx X. XxXxxxxx Xxxxx Xxxxxx and Xxxxxxxx Xxxxxxx (the “New Directors” and, together with any replacement designated pursuant to this Section 1(b)Xxxxxx Xxxxx, the “Mission Designee” and together with the Investor Urvan Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder DesigneesDirectors”) to the Board if Board. Until the Mission Designee fulfills each of the Appointment Conditions Termination Date (as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions theretodefined below), the Trustees believe that Xxxx X. XxXxxxxx satisfies Board shall not increase the Appointment Conditions as size of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions Board above nine (9) directors unless such agreement not to be unreasonably withheld)increase has been approved by at least seven (7) directors. (c) Effective The Company shall convene the 2022 annual meeting of stockholders (the “2022 Annual Meeting”) no later than December 15, 2022. The Company shall include the Urvan Group Directors in its director slate for the 2022 Annual Meeting and for any subsequent annual meeting of stockholders of the Company occurring prior to the Termination Date, and recommend the election of the Urvan Group Directors to the stockholders of the Company and solicit proxies for the election of the Urvan Group Directors at the 2022 Annual Meeting and for any subsequent annual meeting of stockholders of the Company occurring prior to the Termination Date. (d) The Board shall immediately following form, and publicly announce the Distribution Timeformation of, a new committee of the Board, consisting of four (4) directors, which shall be charged with planning the succession for the Chief Executive Officer of the Company (“CEO”) with the assistance of a nationally recognized search firm (such committee, the “CEO Succession Committee”). Concurrently with the New Directors’ appointment to the Board, the Board shall appoint one of the New Directors (to be chosen by the Urvan Group) and Xx. Xxxxx to the CEO Succession Committee along with two directors who are not Urvan Group Directors or the CEO. The chair of the CEO Succession Committee shall be a director who is not an Urvan Group Director. (e) Upon the CEO Succession Committee’s selection of a new CEO candidate, and subject to the Board’s fiduciary duties under applicable law, (i) the Board shall be divided into three classes promptly appoint such individual as the new CEO and (ii) one incumbent director who is not an Urvan Group Director shall resign from the Board to create a vacancy for the new CEO’s immediate appointment to the Board as a director upon his appointment as the new CEO. (f) Until the Termination Date, and subject to Nasdaq Stock Exchange (the “Nasdaq”) rules and applicable laws, the Board and all applicable committees of directorsthe Board shall take all actions necessary to promptly appoint each New Director to at least one (1) standing committee of the Board. Without limiting the foregoing, as nearly equal in number as reasonably possible the Board shall, in accordance with its customary governance processes, give each of the Certificate Urvan Group Directors the same due consideration for membership to any committee of Incorporation the Board as any other independent director with similar relevant expertise and qualifications. (g) The Urvan Group agrees that the Board or any committee thereof, in the exercise of TPL Corp its fiduciary duties, may recuse Xx. Xxxxx from any portion of a Board or committee meeting, and restrict access to information of the Company, to the extent relating to (as amended from time i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement, (ii) any action taken in respect of or in response to timeactions taken or proposed by the Urvan Group or its Affiliates, in each case, with respect to the Company or its Affiliates (including any threat to take any of the actions prohibited in Sections 4(a) through 4(l)), or (iii) any proposed transaction between the Company or any of its Affiliates and the Urvan Group or any of its Affiliates. For the avoidance of doubt, the “Charter”)Urvan Group acknowledges and agrees that: (i) consistent with their fiduciary duties as a director of the Company, each of the Urvan Group Directors is obligated to consider in good faith, to the same extent as any other director of the Company, recusal from any Board or committee meeting in the event there is any other actual or potential conflict of interest between such Urvan Group Director, on the one hand, and the Company, on the other hand; and (ii) the Trust Board may restrict such Urvan Group Director’s access to information of the Company to the same extent it would for any other director of the Company, in accordance with applicable law. (h) The Urvan Group agrees that there shall be no contracts, plans or arrangements, written or otherwise, in effect during the term of this Agreement, between the Urvan Group and TPL Corpthe New Directors providing for any compensation, as applicable, reimbursement of expenses or indemnification of the New Directors in connection with the New Directors’ service on the Board. (i) The Urvan Group acknowledges and agrees that Xx. Xxxxx shall immediately tender his resignation from the Board (it being understood that the Board shall have taken the right to decline to accept such resignation) if Xx. Xxxxx’x and completed all actions necessary his Affiliates’ aggregate Net Long Position falls below the lesser of 10% of the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and 11,729,976 shares of Common Stock (subject to cause adjustment for stock splits, reclassifications, combinations, and recapitalizations) (the Mission Designee “Ownership Minimum Requirement”). Concurrently with the execution and delivery of this Agreement, Xx. Xxxxx shall execute and deliver an irrevocable resignation letter in the form attached hereto as Exhibit A. Notwithstanding any other agreements between the Company and Xx. Xxxxx previously entered into, following the effectiveness of resignation of Xx. Xxxxx pursuant to this Section 1(i), the Company would have no obligation thereafter to nominate Xx. Xxxxx for election to the Board at any meeting of stockholders. (j) Until the Termination Date and as long as Xx. Xxxxx’x Net Long Position remains at or above the Ownership Minimum Requirement, in the event any Urvan Group Director ceases to be appointed a director or is no longer able to Class I serve as a director of the Company for any reason, Xx. Xxxxx shall be entitled to designate a candidate for replacement for such Urvan Group Director (such replacement, a “Replacement Director”), subject to the prompt approval of the Board (with a term expiring in 2021)which approval shall not be unreasonably withheld; provided, the SoftVest Designee to be appointed to Class II of however, that if the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed does not approve such Replacement Director to the Board pursuant to Sections 1(athis Section 1(j), the parties shall continue to follow the procedures of this Section 1(j) or 1(b) and 1(c) (and in addition until a Replacement Director is appointed to the conditions for Board, provided, further, that there shall be no more than one New Director who is an Affiliate of the Urvan Group). Upon a Replacement Director’s prompt appointment set forth therein)to the Board, any director candidate for the Board and all applicable committees of the Board shall take all necessary actions to promptly appoint such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal or, if the Board or the applicable committee of the Board determines that the Replacement Director does not satisfy the requirements of Nasdaq and applicable law with respect to service on the applicable committee (which determination shall be made reasonably and in good faith), to an alternative committee of the Board. Until such time as any Replacement Director is appointed to any applicable committee, the other New Director shall be permitted to serve as an interim member of such applicable committee, unless such New Director is already serving as a member of such committee or the Board or the applicable committee of the Board determines that such New Director does not satisfy the requirements of the Nasdaq and applicable law with respect to service on the applicable committee (which determination shall be made reasonably and in good faith). Any Replacement Director shall qualify as an “independent director” under applicable rules of the SEC, the rules of any stock exchange on which the Company is traded and applicable governance policies of the Company. It is understood that a Replacement Director appointed to the Board as a replacement for an Urvan Group Director shall be considered an Urvan Group Director, for purposes of this Agreement. (k) The Urvan Group hereby acknowledges that prior to the execution of the Agreement, and as a condition of the New Directors’ appointment to the Board, each of the New Directors has (i) provide provided the Trust Company with (A) a completed and accurate director questionnaire and complete and accurate responses to any reasonable follow-up questions to in the questionnaire posed form provided by the Trust; Company and as completed by the current directors, (B) a signed an executed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any the Company’s proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; 2022 Annual Meeting, (C) an agreement, which has also been executed agreement by all the current directors serving on the Board prior to the execution of this Agreement, to abide by the terms of the CharterCertificate of Incorporation, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or and similar publicly-disclosed governance documents of TPL Corp applicable to the current directors (collectively, the “Governance Documents”), in the same form as executed by all director candidates; and (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be has been reasonably requested by the TrusteesCompany that is required of all other non-management directors of the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take taken all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. ISS and Glass Lewis & Co., LLC as a result of his or her appointment election to the Board; and Board (iv) “Overboarded”), provided that each of the current directors serving on the Board prior to the execution of this Agreement has likewise taken such necessary actions to not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSEOverboarded. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee of the Board.

Board Composition and Related Matters. (a) Immediately following Effective upon the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx execution of this Agreement, (together with any replacement designated pursuant to this Section 1(a), i) the Board of Directors of the Company (the “Horizon DesigneeBoard”) and Xxxx shall increase the size of the Board from nine to ten directors; (ii) the Board shall accept the resignation of Xxxxxxx X. Xxxxxx Xxxxx as a Class I director of the Board; (together with any replacement designated pursuant to this Section 1(a), iii) the “SoftVest Designee”, and together with Board shall appoint the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) MFP Designee to the Board if each Investor Group as a Class I director, with a term expiring at the 2018 Annual Meeting. Prior to his appointment to the Board, the MFP Designee fulfills each of shall have executed and delivered to the conditions set forth Company an irrevocable resignation as director in Section 1(d) below the form attached hereto as Exhibit B (the “Appointment ConditionsMFP Resignation Letter”); and (iv) as of the Distribution Time. Based on Board shall appoint the information available Misada Designee to the Trustees (including responses Board as a Class I director, with a term expiring at the 2018 Annual Meeting. Prior to his appointment to the director questionnaires and follow-up questions thereto)Board, the Trustees believe that Xxxxxx Xxxxx Misada Designee shall have executed and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior delivered to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy Company an irrevocable resignation as director in the Appointment Conditions, form attached hereto as Exhibit C (the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld“Misada Resignation Letter”). (b) Immediately following Effective upon the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), appointment of the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) Designees to the Board if the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld).Board, (c) Effective immediately following the Distribution Time, (i) the Board shall appoint the MFP Designee to the Compensation Committee of the Board. The MFP Designee shall be divided into three classes entitled to continuously serve on the Compensation Committee of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, Board until the “Charter”), and Termination Date; and (ii) the Trust and TPL Corp, as applicable, Board shall have taken and completed all actions necessary to cause appoint the Mission Misada Designee to the Audit Committee of the Board. The Misada Designee shall be appointed entitled to Class I continuously serve on the Audit Committee of the Board (with a term expiring in 2021), until the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023)Termination Date. (dc) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) Until the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder of the Designees to any and all new committees of the Board formed during the term of this Agreement, subject to the determination of the Board, in good faith and consistent with its fiduciary duties, that the Designee is qualified to serve on such committee. (d) The Designees shall be entitled to receive the same compensation for their service on the Board as is provided to any other independent director of the Company for their service on the Board; provided, however, that if each of the Company’s independent directors other than the Designees elect not to receive compensation for their service on the Board, then neither Designee shall be entitled to receive any compensation for his or her service on the Board, other than reasonable reimbursement of expenses incurred by that Designee in connection with his or her duties as a director of the Company. (e) Notwithstanding Section 1(c) hereof, the Stockholders agree that the Board or any committee thereof, in the exercise of its fiduciary duties, may recuse the Designees from any Board or committee meeting or portion thereof at which the Board or any such committee is deliberating and/or taking action (including, but not limited to, the formation of a special committee of the Board) with respect to (i) this Agreement, including the interpretation and enforcement thereof, (ii) any actions taken or proposed by the Stockholders or their respective Affiliates with respect to the Company, (iii) failure of one or both Designees to comply the Company’s charter, bylaws, committee charters, or corporate governance guidelines, or (iv) any proposed transaction between the Company and the Stockholders or their Affiliates. For the avoidance of doubt, consistent with their fiduciary duties as directors of the Company, the Designees shall consider in good faith recusal from any Board or committee meeting also in the event there is any other actual or potential conflict of interest between any of the Stockholders or any of the Designees, on the one hand, and the Company, on the other hand. (f) If at any time MFP ceases to beneficially own at least the lesser of 10% of the Company’s then outstanding Common Stock and 1,696,546 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), (i) the rights of MFP and obligations of the Company pursuant to paragraphs (a)(iii), (b)(i) and (h) of this Section 1 shall terminate immediately and (ii) the MFP Designee shall immediately tender her or his resignation pursuant to the MFP Resignation Letter. (g) If at any time Misada ceases to beneficially own at least the lesser of 5% of the Company’s then outstanding Common Stock and 848,273 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), (i) the rights of Misada and obligations of the Company pursuant to paragraphs (a)(iv), (b)(ii) and (h) of this Section 1 shall terminate immediately and (ii) the Misada Designee shall immediately tender her or his resignation pursuant to the Misada Resignation Letter. (h) Until the Termination Date, (i) in the event that the MFP Designee ceases to be a director of the Company, MFP shall be entitled to designate, subject to the approval of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) in accordance with this paragraph, a candidate for replacement of the MFP Designee (such replacement, an “MFP Replacement Designee”), and (ii) in the event that the Misada Designee ceases to be a director of the Company, Misada shall be entitled to designate, subject to the approval of the Nominating Committee in accordance with this paragraph, a candidate for replacement of the Misada Designee (such replacement, a “Misada Replacement Designee,” and together with the MFP Replacement Designee, the “Replacement Designees”). Any Replacement Designee shall qualify as an “independent director” under applicable rules of the SEC, the NASDAQ rules and applicable governance policies of the Company. The Nominating Committee shall, in good faith and consistent with its fiduciary duties, approve or deny any candidate for Replacement Designee within ten Business Days after the Board has completed a criminal background investigation with respect to such candidate with reasonably satisfactory results, and such candidate has delivered to the Nominating Committee a completed standard director questionnaire (in the form to be provided by the Company) and a duly executed irrevocable letter of resignation as director in the form of the MFP Resignation Letter or the Misada Resignation Letter, as applicable (the “Review Period”). Within five Business Days following the conclusion of a Review Period resulting in the Nominating Committee’s approval of a Replacement Designee, which approval shall not be unreasonably withheld, conditioned or delayed, the Board shall appoint such Replacement Designee to the Board. In the event the Nominating Committee declines to approve a candidate for MFP Replacement Designee, MFP may propose one or more additional candidates for the MFP Replacement Designee, subject to the above criteria and time periods, until a MFP Replacement Designee is appointed. In the event the Nominating Committee declines to approve a candidate for Misada Replacement Designee, Misada may propose one or more additional candidates for the Misada Replacement Designee, subject to the above criteria and time periods, until a Misada Replacement Designee is appointed. Unless a clear, contrary interpretation applies, each reference herein to the “MFP Designee” shall include a reference to any MFP Replacement Designee, each reference herein to

Board Composition and Related Matters. 2.1. Concurrently herewith, (a) Immediately following Jxxx X. Xxxxx XX shall resign from the Distribution TimeBoard of Directors, TPL Corp (b) the Company shall take all actions necessary to appoint Xxxxxx name Mx. Xxxxx Chairman Emeritus of the Company for a period of one year and (together with any replacement designated pursuant to this Section 1(a)c) Axxxxxx Xxxxxxxx shall resign from the Board of Directors. In exchange for Mx. Xxxxx’x service as Chairman Emeritus, the “Horizon Designee”Company shall pay $20,000 in October, 2014 to the Jxxx X. Xxxxx XX Children’s Irrevocable Trust, with Glenborough or one of its Affiliates remitting $10,000 to the Company (in cash or as an offset of fees otherwise due) and Xxxx to partially offset this Company expense. 2.2. Concurrently with the resignation of Jxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a)Xxxxx XX from the Board of Directors, the “SoftVest Designee”, and together with Company shall fill the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) vacancy created thereby by appointing Mx. Xxxxxxx to the Board if each Investor Group Designee fulfills each of Directors as a Class II director whose term shall expire at the conditions set forth in Section 1(d) below (the “Appointment Conditions”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)2014 Annual Meeting. (b) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together 2.3. Contemporaneously with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with the Investor Group Designees, each a “Stockholder Designee” and, collectively, the “Stockholder Designees”) to the Board if the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following the Distribution Time, (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for his appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board the Board of directors of a public company with shares traded on the NYSE. (e) As promptly as practicable after the Distribution TimeDirectors, the Board of Directors shall appoint at least one Stockholder Designee Mx. Xxxxxxx to serve on each committee (a) as the Chairman of the Board of Directors and (b) as Co-Chair of the Audit Committee of the Board of Directors (the “Audit Committee”). 2.4. The Board of Directors shall remain four directors unless approved by (a) unanimous vote of all of the members of the Board of Directors or (b) Stockholder approved resolution. No new committees of the Board of Directors shall be established unless approved by unanimous vote of all of the members of the Board. 2.5. The Parties acknowledge and agree that for so long as Mx. Xxxxxxx shall serve as a member of the Board of Directors, he shall have all of the same legal rights, duties and obligations as the other directors of the Company in respect of their service as such under Maryland law. The Company shall provide Mx. Xxxxxxx with the same indemnification agreement that it has provided to the other existing members of the Board of Directors. 2.6. Concurrently herewith, the Special Committee of the Board of Directors shall be dissolved.

Board Composition and Related Matters. (a) Immediately The Company agrees that, within one (1) business day following the Distribution Timeexecution and delivery of this Agreement, TPL Corp shall the Board and all applicable committees of the Board will take all actions necessary action (including increasing the size of the Board by one directorship) to appoint Xxxxxx Xxxxx Xxxxxxx X. Xxxxxxx (together with any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) as a Class III director to serve until the Board if each Investor Group Designee fulfills each election and qualification of his successor at the conditions set forth in Section 1(d) below 2023 Annual Meeting of Stockholders (the “Appointment Conditions2023 Annual Meeting”) as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), subject to his earlier death, resignation, disqualification or removal. Simultaneously with the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as execution of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditionsthis Agreement, the Investor Group shall have withdraws its Nomination Notice and will cease all solicitation efforts in connection with the right to designate replacement candidates for Nomination Notice. The Company agrees that the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by Designee shall be given the Trustees (such approval not same due consideration for membership to each committee of the Board as any other independent director, and in any event, the Company agrees that the Investor Group Designee will be unreasonably withheld)promptly appointed to the Compensation Committee of the Board. (b) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “Mission Designee” and together with Each member of the Investor Group Designeesand the Investor Group Designee agree that, each in the Investor Group Designee’s capacity as a “Stockholder Designee” and, collectivelydirector of the Company, the “Stockholder Designees”) to Investor Group Designee shall comply with the Board if the Mission Designee fulfills each terms of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires Company’s Amended and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following the Distribution Time, (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Restated Certificate of Incorporation of TPL Corp (as may be amended and supplemented from time to time, the “Charter”), Second Amended and Restated Bylaws (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies and guidelines or and similar publicly-disclosed governance documents that are applicable to all of TPL Corp the Company’s non-employee directors. (collectively, the “Governance Documents”), in c) The Investor Group Designee will be entitled to the same form director benefits as executed by other non-employee members of the Board, including, but not limited to, (i) compensation for such director’s service as a director and reimbursement of such director’s expenses on the same basis as all director candidatesother non-employee directors of the Company; (Dii) an executed Confidentiality Agreement (defined below); (E) such equity-based compensation grants and other information reasonably required by benefits on the Governance Documents or same basis as may be reasonably requested by all other non-employee directors of the TrusteesCompany; and (Fiii) for the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company as such rights may exist from time to time. (d) The Investor Group Designees, an executed conditional resignation letter, addressed agrees that the Board or any of its committees may recuse the Investor Group Designee from any Board or committee meeting or portion thereof at which the Board or such committee is evaluating or taking action with respect to (a) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement; (b) any action taken in response to actions taken or proposed by the Investor Group with respect to the BoardCompany; or (c) any proposed transaction between the Company and the Investor Group. (e) If the Investor Group Designee is unable or unwilling to serve as a director for any reason, resigns as a director or is removed as a director prior to become effective upon (1) in the case expiration of the Horizon Designee, Termination Date (as defined below) and at such time the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Investor Group maintains an aggregate Net Long Position of at least 102% of the issued and Company’s then outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest DesigneeStock, the earlier of Investor Group shall have the ability to recommend a replacement person(s) (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing any such person shall be referred to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her “Replacement Appointee”) for appointment to the Board; . Any Replacement Appointee shall (i) qualify as “independent” of the Company pursuant to the listing standards of the Nasdaq, (ii) have relevant financial expertise to be a director of the Company and (iviii) be acceptable to the Board (such acceptance not to be otherwise disqualified from serving as a member unreasonably withheld, conditioned or delayed). Upon the recommendation of a board of directors of Replacement Appointee by the Investor Group, the Board and/or any applicable committee thereof shall make its determination regarding whether such Replacement Appointee meets the foregoing criteria no later than ten (10) business days after such recommendation; provided, however, that if the Board does not accept such Replacement Appointee as recommended, the parties shall continue to follow the aforementioned procedures until a public company with shares traded on Replacement Appointee is appointed or elected to the NYSE. (e) As promptly Board as practicable after recommended. Upon a Replacement Appointee’s appointment to the Distribution TimeBoard, the Board shall take all actions necessary to appoint at least one Stockholder Designee such Replacement Appointee to serve on each any applicable committee of the BoardBoard of which the Investor Group Designee was a member immediately prior to his being unable to serve. The provisions of this section shall apply to any Replacement Appointee nominated or appointed to the Board who becomes unable to serve as a director or nominee prior to the Termination Date.

Board Composition and Related Matters. 1.1 The Company represents and warrants to the other Parties that the Board, in connection with its approval of this Agreement and subject to the execution and delivery of this Agreement by all Parties (“Full Execution”), has: (a) Immediately following received the Distribution Timewritten resignation of Xxxxxx X. Xxxxxxx from the Board and all committees thereof on which he serves, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx (together with any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”such resignation being conditioned, and together with automatically effective without further action by Xx. Xxxxxxx or the Horizon DesigneeBoard, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”upon Full Execution; (b) resolved (a certified true and complete copy of which resolutions have been furnished to the other Parties) that, effective automatically upon Full Execution and without the need for further action by the Board, (1) the size of the Board if each Investor Group Designee fulfills shall be expanded from five to six, (2) each of the conditions set forth in Section 1(dNew Directors shall be added to the Board, and (3) below a standing resolution of the Board (the “Appointment ConditionsResolution”) as of the Distribution Time. Based on the information available to the Trustees shall take effect (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event A) requiring that, prior to the Distribution Time, either expiration of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, Standstill Period (as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld). (b) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(bhereinafter defined), the “Mission Designee” and together with size of the Investor Group DesigneesBoard shall not be increased, each nor shall any vacancy in any existing directorship be filled by any Person (other than a “Stockholder Designee” andSuccessor Director), collectively, nor shall any Person (other than a Successor Director) be nominated by the “Stockholder Designees”) Board for election to the Board if by the Mission Designee fulfills Company’s shareholders, without (in each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following the Distribution Time, (icase) the Board shall be divided into three classes unanimous approval of directors, as nearly equal in number as reasonably possible in accordance with the Certificate all members of Incorporation of TPL Corp (as amended from time to time, the “Charter”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (zB) prohibiting any amendment or repeal of, or adoption of any Board resolution or Bylaw inconsistent with, the Resolution without (in each case) the Termination Date; unanimous approval of all members of the Board. During his respective term of office on the Board, including (iiif applicable) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of term that commences with his or her appointment election to the Board; and (iv) not be otherwise disqualified from serving Board as a member of a board the 2007 Slate (as hereinafter defined) pursuant to Section 1.3 hereof, each of directors the members of a public company with shares traded on the NYSE. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee have the same rights, powers, privileges, access to serve on each committee information and compensation, and the same duties and responsibilities to the Company and all of its shareholders, as all other members of the BoardBoard and of any committees thereof on which such member serves.

Board Composition and Related Matters. (a) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxxxx Xxxxx (together with any replacement designated pursuant to this Section 1(a), the “"Horizon Designee”") and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “"SoftVest Designee”", and together with the Horizon Designee, each an “"Investor Group Designee” " and, collectively, the “"Investor Group Designees”") to the Board if each Investor Group Designee fulfills each of the conditions set forth in Section 1(d) below (the “"Appointment Conditions”") as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld). (b) Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to this Section 1(b), the “"Mission Designee” " and together with the Investor Group Designees, each a “"Stockholder Designee” " and, collectively, the “"Stockholder Designees”") to the Board if the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld). (c) Effective immediately following the Distribution Time, (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “"Charter”"), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions to the questionnaire posed by the Trust; (B) a signed consent to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “"Bylaws”"), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “"Governance Documents”"), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trustees; and (F) for Investor Group Designees, an executed conditional resignation letter, addressed to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “"Minimum Ownership Event”"), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon Designee ceasing to serve on the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree to take all necessary action to not be considered to be “"overboarded” " under the applicable policies of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly as practicable after the Distribution Time, the Board shall appoint at least one Stockholder Designee to serve on each committee of the Board.

Board Composition and Related Matters. (a) Immediately following the Distribution Time, TPL Corp shall take all actions necessary The Company agrees to appoint Xxxxxx (i) nominate Xx. Xxxxx (together with any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Xxxx X. Xxxxxx (together with any replacement designated pursuant to this Section 1(a), the “SoftVest Designee”, and together with the Horizon Designee, each an “Investor Group Designee” and, collectively, the “Investor Group Designees”) for election to the Board if each Investor Group Designee fulfills each of at the conditions set forth in Section 1(d) below 2016 Annual Meeting (the “Appointment ConditionsPL Capital Designee”); (ii) as file a preliminary, if necessary, and definitive proxy statement that includes the PL Capital Designee for the 2016 Annual Meeting; and (iii) recommend, support and solicit proxies for the election of the Distribution Time. Based on PL Capital Designee at the information available 2016 Annual Meeting in the same manner as for the Company’s other nominees standing for election to the Trustees (including responses Board at the 2016 Annual Meeting, and otherwise use reasonable best efforts to the director questionnaires and follow-up questions thereto)cause, the Trustees believe that Xxxxxx Xxxxx and Xxxx X. Xxxxxx satisfy the Appointment Conditions as election of the Effective Date. In PL Capital Designee at the event that, prior to the Distribution Time, either of Xxxxxx Xxxxx or Xxxx X. Xxxxxx fails to satisfy the Appointment Conditions, the Investor Group shall have the right to designate replacement candidates for the Horizon Designee or SoftVest Designee, as applicable, until two candidates satisfy the Appointment Conditions and have been approved as Investor Group Designees by the Trustees (such approval not to be unreasonably withheld)2016 Annual Meeting. (b) Immediately following Prior to the Distribution Time, TPL Corp shall take all actions necessary to appoint Xxxx X. XxXxxxxx (together with any replacement designated pursuant to execution of this Section 1(b)Agreement, the “Mission Designee” and together with PL Capital Designee has executed an irrevocable resignation as director in the Investor Group Designees, each a “Stockholder Designee” and, collectivelyform attached hereto as Exhibit A. Following his election to the Board, the “Stockholder Designees”) Company shall cause the PL Capital Designee to be appointed to the Board if board of directors of The Old Point National Bank of Phoebus (the Mission Designee fulfills each of the Appointment Conditions as of the Distribution Time. Based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions thereto), the Trustees believe that Xxxx X. XxXxxxxx satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution Time, Xxxx X. XxXxxxxx fails to satisfy the Appointment Conditions, the Trustees and Xxxxxx Xxxxx shall agree on a replacement candidate for the Mission Designee, who satisfies the Appointment Conditions (such agreement not to be unreasonably withheld“Bank”). (c) Effective immediately following During the Distribution Time, time period starting on the date hereof and ending on the Termination Date (i) the Board shall be divided into three classes of directors, as nearly equal in number as reasonably possible in accordance with the Certificate of Incorporation of TPL Corp (as amended from time to time, the “CharterCommitment Period”), and (ii) the Trust and TPL Corp, as applicable, shall have taken and completed all actions necessary to cause the Mission Designee to be appointed to Class I of the Board (with a term expiring in 2021), the SoftVest Designee to be appointed to Class II of the Board (with a term expiring in 2022) and the Horizon Designee to be appointed to Class III of the Board (with a term expiring in 2023). (d) As conditions to being appointed to the Board pursuant to Sections 1(a) or 1(b) and 1(c) (and in addition to the conditions for appointment set forth therein), any director candidate for the Board shall (i) provide nominate the Trust with (A) a completed and accurate questionnaire and complete and accurate responses to any reasonable follow-up questions PL Capital Designee for election to the questionnaire posed by the Trust; (B) a signed consent Board at each Stockholder Meeting at which directors are to be named as (1) a director of TPL Corp in the registration statement to be filed with the SEC by TPL Corp in connection with the Proposed Transaction (or any amendment thereof) and (2) a nominee in any proxy statement of TPL Corp for any meeting of the stockholders of TPL Corp at which such person may be nominated for election by the Board; (C) an executed agreement to abide by the terms of the Charter, the Bylaws of TPL Corp (as amended and restated from time to time, the “Bylaws”), committee charters, corporate governance guidelines or similar publicly-disclosed governance documents of TPL Corp (collectively, the “Governance Documents”), in the same form as executed by all director candidates; (D) an executed Confidentiality Agreement (defined below); (E) such other information reasonably required by the Governance Documents or as may be reasonably requested by the Trusteeselected; and (Fii) for Investor Group Designeescause the Company to file a definitive proxy statement in respect of each Stockholder Meeting at which directors are to be elected and recommend that the Company’s stockholders vote directly or by proxy in favor of, an executed conditional resignation letterand otherwise use reasonable best efforts to cause, addressed the election of the PL Capital Designee at such Stockholder Meeting. In addition, during the Commitment Period, the Company shall cause the PL Capital Designee to be appointed to the board of directors of the Bank. (d) Following his election to the Board, to become effective upon (1) in the case of the Horizon Designee, the earlier of (x) Horizon ceasing to beneficially own, in the aggregate, a Net Long Position of at least 10% of the issued and outstanding shares of the Common Stock (the “Minimum Ownership Event”), and (y) the Termination Date, and (2) in the case of the SoftVest Designee, the earlier of (x) the Minimum Ownership Event, (y) the Horizon PL Capital Designee ceasing shall be eligible for consideration to serve on committees of the Board based on the same criteria as others members of the Board, and (z) the Termination Date; (ii) qualify as an Independent Director; (iii) agree Board shall consider, in good faith and in consultation with the PL Capital Designee, the appointment of the PL Capital Designee to take all necessary action to not be considered to be “overboarded” under the applicable policies committees of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC as a result of his or her appointment to the Board; and (iv) not be otherwise disqualified from serving as a member of a board of directors of a public company with shares traded on the NYSE. (e) As promptly as practicable The PL Capital Designee shall receive the same compensation and benefits paid to other non-employee directors of both the Company and the Bank. (f) During the Commitment Period, the Company shall reimburse the PL Capital Designee for reasonable and documented travel expenses, including for reasonable and necessary transportation, meals and lodging, incurred in connection with the PL Capital Designee’s attendance at meetings of the Board or any of its committees; provided, however, that if after the Distribution Timedate of this Agreement the Board adopts a policy providing for reimbursement of travel expenses incurred by directors in connection with director attendance at meetings of the Board or any of its committees, the foregoing reimbursement obligations shall be superseded by such Board policy, as long as such policy provides for full reimbursement of reasonable and documented travel expenses incurred in connection with the PL Capital Designee’s attendance at meetings of the Board or any of its committees. (g) During the Commitment Period, in the event that the PL Capital Designee ceases to be a director of the Company for any reason, the PL Capital Group shall be entitled to designate, for consideration by the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), a candidate for replacement for the PL Capital Designee (such replacement, a “PL Capital Replacement Designee”). The PL Capital Replacement Designee shall not be affiliated with the PL Capital Group and shall qualify as an “independent director” under applicable rules of the SEC, the NASDAQ rules and under the Company’s corporate governance guidelines. The Nominating Committee, in good faith and consistent with its fiduciary duties, shall consider such candidate within 20 Business Days after such candidate has delivered to the Nominating Committee the following items (the “Review Period”): a completed D&O questionnaire (in the form to be provided by the Company) and a duly executed irrevocable resignation as director in the form attached hereto as Exhibit A to the Nominating Committee. Subject to the Nominating Committee’s approval, which approval shall not be unreasonably withheld, the Board shall vote to appoint at least one Stockholder Designee to serve on each committee such candidate within five Business Days following the conclusion of the BoardReview Period. In the event the Board declines to appoint a candidate designated by the PL Capital Group, the PL Capital Group may propose one or more replacement designees, subject to the above criteria and time periods. Unless a clear a contrary interpretation applies, each reference herein to the “PL Capital Designee” shall include a reference to any PL Capital Replacement Designee.