Common use of Classes of Directors Clause in Contracts

Classes of Directors. (a) Until the Trigger Event, the Directors, other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall consist of a single class, with the initial term of office to expire at the next annual meeting of Members following the date hereof, and each Director shall hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. Prior to the Trigger Event, at each annual meeting of Members, Directors elected to succeed those Directors whose terms then expire shall be elected for a term of office to expire at the next succeeding annual meeting of Members after his or her election (subject to adjustment or provided in Section 5.3(b)), with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. (b) On and after the Trigger Event, the Directors, other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as is reasonably possible, with the initial term of office of the first class to expire at the first annual meeting of Members following the Trigger Event, the initial term of office of the second class to expire at the second annual meeting of Members following the Trigger Event, and the initial term of office of the third class to expire at the third annual meeting of Members following the Trigger Event, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to (i) the terms of the Shareholder’s Agreement and (ii) such Director’s earlier death, resignation, disqualification or removal. Following such initial term, each director shall serve for a term ending on the third annual meeting following the annual meeting of Members at which such director was elected. Subject to the terms of the Shareholder’s Agreement, LandBridge Holdings shall assign members of the Board of Directors, other than those Directors who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, to such classes at the time such classification becomes effective. At each meeting specified in the related Share Designation of Members following the Trigger Event, Directors elected to succeed those Directors whose terms expire at such meeting shall be elected for a term of office to expire in accordance with the related Share Designation, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. If the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any additional Director of any class elected to fill a vacancy resulting from an increase in such class or from the death, resignation or removal from office of a Director or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of Directors shorten the term of any incumbent Director. Directors need not be Members.

Classes of Directors. (a) Until the Trigger Event, the Directors, other than those who may be elected by the holders The Board of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall consist of a single class, with the initial term of office to expire at the next annual meeting of Members following the date hereof, and each Director shall hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. Prior to the Trigger Event, at each annual meeting of Members, Directors elected to succeed those Directors whose terms then expire shall be elected for a term of office to expire at the next succeeding annual meeting of Members after his or her election (subject to adjustment or provided in Section 5.3(b)), with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. (b) On and after the Trigger Event, the Directors, other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall be divided, with respect to the time for which they severally hold office, divided into -------------------- three classes, Class A, Class B and Class C. Such classes shall be as nearly equal in number of directors as is reasonably possible, with the initial term of office of the first class to expire at the first annual meeting of Members following the Trigger Event, the initial term of office of the second class to expire at the second annual meeting of Members following the Trigger Event, and the initial term of office of the third class to expire at the third annual meeting of Members following the Trigger Event, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to (i) the terms of the Shareholder’s Agreement and (ii) such Director’s earlier death, resignation, disqualification or removal. Following such initial term, each Each director shall serve for a term ending on expiring at the third annual meeting following the annual meeting of Members at which such director was elected; provided, however, that the directors first elected to Class A shall serve for an initial term expiring at the annual meeting following the end of the Company's 2001 fiscal year, the directors first elected to Class B shall serve for an initial term expiring at the second annual meeting next following the end of the Company's 2001 fiscal year, and the directors first elected to Class C shall serve for an initial term expiring at the third annual meeting next following the end of the Company's 2001 fiscal year. Subject Notwithstanding anything herein contained to the terms contrary, the person named in subparagraph 1 of this Article VI shall be a Class C director. Moreover, except as otherwise provided in this Certificate of Incorporation or any Preferred Stock Designation, directors who are elected at an annual meeting of stockholders, and directors elected in the Shareholder’s Agreementinterim to fill vacancies and newly created directorships, LandBridge Holdings shall assign members of hold office for the Board of Directorsterm for which elected and until their successors are elected and qualified or until their earlier death, other than those Directors who may be elected by resignation or removal. Whenever the holders of any class or classes of stock or any series of Shares specified in the related Share Designation thereof shall be entitled to the extent elect one or more directors pursuant to any Preferred Stock Designation, and except as otherwise provided herein or therein, to such classes at the time such classification becomes effective. At each meeting specified in the related Share Designation vacancies and newly created directorships of Members following the Trigger Event, Directors elected to succeed those Directors whose terms expire at such meeting shall be elected for a term of office to expire in accordance with the related Share Designation, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. If the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any additional Director of any class elected to fill a vacancy resulting from an increase in such class or from classes or series thereof may be filled by a majority of the deathdirectors elected by such class or classes or series thereof then in office, resignation by a sole remaining director so elected or removal from office by the unanimous written consent or the affirmative vote of a Director majority of the outstanding shares of such class or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of Directors shorten the term of any incumbent Director. Directors need not be Membersclasses or series entitled to elect such director or directors.

Classes of Directors. (a) Until the Trigger EventDate, the Directorsdirectors, other than those who may be elected by the holders of any class or series of Preferred Shares specified in the related Share Designation to the extent provided thereinDesignation, shall consist of a single class, with the initial term of office to expire at the next 2020 annual meeting of Members following the date hereofMembers, and each Director director shall hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Directordirector’s earlier death, resignation, disqualification or removal. Prior to the Trigger EventDate, at each annual meeting of Members, Directors directors elected to succeed those Directors directors whose terms then expire shall be elected for a term of office to expire at the next succeeding annual meeting of Members after his or her election (subject to adjustment or provided in Section 5.3(b))their election, with each Director director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Directordirector’s earlier death, resignation, disqualification or removal. (b) On and after the Trigger EventDate, the Directorsdirectors, other than those who may be elected by the holders of any class or series of Preferred Shares specified in the related Share Designation to the extent provided thereinDesignation, shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as is reasonably possible, with the initial term of office of the first class to expire at the first annual meeting of Members following the Trigger EventDate, the initial term of office of the second class to expire at the second annual meeting of Members following the Trigger EventDate, and the initial term of office of the third class to expire at the third annual meeting of Members following the Trigger EventDate, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to (i) the terms of the Shareholder’s Agreement and (ii) such Director’s earlier death, resignation, disqualification or removal. Following such initial term, each director shall serve for a term ending on the third annual meeting following the annual meeting of Members at which such director was elected. Subject to the terms of the Shareholder’s Agreement, LandBridge Holdings shall assign members of the Board of Directors, other than those Directors who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, to such classes at the time such classification becomes effective. At each meeting specified in the related Share Designation of Members following the Trigger Event, Directors elected to succeed those Directors whose terms expire at such meeting shall be elected for a term of office to expire in accordance with the related Share Designation, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Directordirector’s earlier death, resignation, disqualification or removal, and, subject to the terms of the Shareholders’ Agreement. If Subject to the number terms of the Shareholders’ Agreement, the Board of Directors is changed, any increase or decrease shall be apportioned among authorized to assign members of the classes so as to maintain Board of Directors, other than those directors who may be elected by the number of Directors in each class as nearly equal as possible, and any additional Director holders of any class or series of Preferred Shares, to such classes at the time such classification becomes effective. At each annual meeting of Members following the Trigger Date, directors elected to fill a vacancy resulting from an increase in such class or from the death, resignation or removal from office of a Director or other cause succeed those directors whose terms then expire shall hold office be elected for a term that of office to expire at the third succeeding annual meeting of Members after their election, with each director to hold office until his or her successor shall coincide with the remaining term of that classhave been duly elected and qualified, but in no case will a decrease in the number of Directors shorten the term of any incumbent Director. Directors need not be Memberssubject, however, to such director’s earlier death, resignation, disqualification or removal.

Classes of Directors. (a) Until Subject to the Trigger Event, the Directors, other than those who may be elected by rights of the holders of any class or series of Shares Preferred Stock to elect additional directors under specified circumstances, the Board of Directors shall be divided into three classes designated as Class A, Class B and Class C, respectively. Promptly following the effectiveness of this Section C, directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the related Share Designation to Board of Directors. Each class shall consist, as nearly as possible, of one-third of the extent provided therein, shall consist total number of a single class, with directors constituting the initial entire Board of Directors. The term of office to of the Class A directors shall expire at the next annual meeting of Members following the date hereofstockholders to be held in 2006, and each Director shall hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. Prior to the Trigger Eventand, at each annual meeting of Membersthat meeting, Directors elected to succeed those Directors whose terms then expire Class A directors shall be elected for a full term of office to expire at three years. At the next succeeding annual meeting of Members after his or her election (subject stockholders to adjustment or provided be held in Section 5.3(b)), with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. (b) On and after the Trigger Event2007, the Directors, other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as is reasonably possible, with the initial term of office of the first class to expire at Class B directors shall expire, and Class B directors shall be elected for a full term of three years. At the first annual meeting of Members following the Trigger Eventstockholders to be held in 2008, the initial term of office of the second class to expire at the second Class C directors shall expire, and Class C directors shall be elected for a full term of three years. At each succeeding annual meeting of Members following the Trigger Eventstockholders, and the initial directors shall be elected for a full term of office three years to succeed the directors of the third class to expire at the third annual meeting of Members following the Trigger Event, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to (i) the terms of the Shareholder’s Agreement and (ii) such Director’s earlier death, resignation, disqualification or removal. Following such initial term, each director shall serve for a term ending on the third annual meeting following the annual meeting of Members at which such director was elected. Subject to the terms of the Shareholder’s Agreement, LandBridge Holdings shall assign members of the Board of Directors, other than those Directors who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, to such classes at the time such classification becomes effective. At each meeting specified in the related Share Designation of Members following the Trigger Event, Directors elected to succeed those Directors whose terms expire at such meeting shall be elected for a term of office to expire in accordance with the related Share Designation, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removalannual meeting. If the number of Directors directors is changed, any an increase or decrease shall be apportioned among the classes so as to maintain the number of Directors directors in each class as nearly equal as possible, and any additional Director director of any class elected to fill a vacancy resulting from an increase in such class or from the death, resignation or removal from office of a Director or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no case will shall a decrease in the number of Directors directors remove or shorten the term of any incumbent Director. director. (b) Notwithstanding the foregoing provisions of this section, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. (c) In the event that the corporation is unable to have a classified Board of Directors need under applicable law, Section 4.03(a) of these Bylaws shall not apply and all directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. (d) Notwithstanding the foregoing provisions of this section, each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. (e) No stockholder shall be entitled to cumulate votes in the election of directors. (f) Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the corporation shall have the right, voting separately by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the series of Preferred Stock applicable thereto, and such directors so elected shall not be Membersdivided into classes pursuant to this Section 4.03 unless expressly provided by such terms.

Classes of Directors. (a) Until The Board of Directors of the Trigger Event, the Directors, other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall consist of a single class, with the initial term of office to expire at the next annual meeting of Members following the date hereof, and each Director shall hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. Prior to the Trigger Event, at each annual meeting of Members, Directors elected to succeed those Directors whose terms then expire corporation shall be elected for a term of office to expire at the next succeeding annual meeting of Members after his or her election (subject to adjustment or provided in Section 5.3(b)), with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. (b) On and after the Trigger Event, the Directors, other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall be divided, with respect to the time for which they severally hold office, divided into three classes, designated Class I, Class II and Class III. Each class of directors shall consist, as nearly equal in number as is reasonably may be possible, of one-third of the total number of directors constituting the entire board of directors of the corporation. Upon the filing with the initial term Secretary of office State of the first class Certificate of Amendment to this Certificate of Incorporation that provides for the inclusion of this Article 13 in this Certificate of Incorporation (the “Article 13 Effective Time”), the Board of Directors shall consist of the members appointed to the following classes: Class I: Xxxxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxx, Xxx X. Xxxxxxxxx, Xxxx X. Xxxxxxxxxxx Class II: Xxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxx, W. Xxxxxxxx Xxxxx Class III: Xxxxxxx X. Xxxxxxxxx, Xxxx X. Xxxxxx, Xxxxx X. Xxxxx The terms of the initial Class I directors shall expire at the first annual meeting of Members following shareholders to be held after the Trigger Event, Article 13 Effective Time; the terms of the initial term of office of the second class to Class II directors shall expire at the second annual meeting of Members following shareholders to be held after the Trigger Event, Article 13 Effective Time; and the initial term of office terms of the third class to initial Class III directors shall expire at the third annual meeting of Members following shareholders to be held after the Trigger EventArticle 13 Effective Time. (b) At each annual meeting of shareholders, with each Director successors to the class of directors whose terms expire at that annual meeting shall be elected for a three-year term. (c) A director shall hold office until the annual meeting of shareholders for the year in which his or her term expires and until his or her successor shall have been duly be elected and qualifiedshall qualify, subject, however, to (i) the terms of the Shareholder’s Agreement and (ii) such Director’s earlier prior death, resignation, retirement, disqualification or removal. Following such initial term, each director shall serve for a term ending removal from office. (d) Any vacancy on the third annual meeting following the annual meeting Board of Members at which such director was elected. Subject to the terms Directors of the Shareholder’s Agreement, LandBridge Holdings shall assign members corporation may be filled by a majority of the Board of DirectorsDirectors then in office and any director elected to fill such a vacancy shall have the same remaining term as that of his or her predecessor. (e) From the Article 13 Effective Time until the Supermajority Expiration Time, other than those Directors who may be elected the corporation shall not amend, modify or repeal this Section 13.2 unless such amendment, modification or repeal is approved by the holders those members of any class or series the Xxxxxxxxx Family Group who hold a majority of Shares specified the total shares of common stock of the corporation held by the Xxxxxxxxx Family Group.” SECOND: That in lieu of a meeting and vote of stockholders, the related Share Designation stockholders have given their written consent to the extent provided therein, to such classes at the time such classification becomes effective. At each meeting specified in the related Share Designation of Members following the Trigger Event, Directors elected to succeed those Directors whose terms expire at such meeting shall be elected for a term of office to expire this amendment in accordance with the related Share Designation, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. If provisions of Section 228 of the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any additional Director of any class elected to fill a vacancy resulting from an increase in such class or from the death, resignation or removal from office of a Director or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of Directors shorten the term of any incumbent Director. Directors need not be MembersDGCL.

Classes of Directors. (a) Until The Board of Directors of the Trigger Event, the Directors, other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall consist of a single class, with the initial term of office to expire at the next annual meeting of Members following the date hereof, and each Director shall hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. Prior to the Trigger Event, at each annual meeting of Members, Directors elected to succeed those Directors whose terms then expire Corporation shall be elected for a term of office to expire at the next succeeding annual meeting of Members after his or her election (subject to adjustment or provided in Section 5.3(b)), with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. (b) On and after the Trigger Event, the Directors, other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall be divided, with respect to the time for which they severally hold office, divided into three classes, designated Class I, Class II and Class III. Each class of directors shall consist, as nearly equal in number as is reasonably may be possible, of one-third of the total number of directors constituting the entire Board of Directors of the Corporation. The Board of Directors is hereby authorized to assign members of the Board of Directors already in office to such classes effective upon the filing with the initial term Secretary of office State of the first class Certificate of Amendment to this Amended and Restated Certificate of Incorporation that provides for the inclusion of this Article 15 in this Amended and Restated Certificate of Incorporation (the “Article 15 Effective Time”); provided, that each of Xxxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx shall be in separate classes. The terms of the initial Class I directors shall expire at the first annual meeting of Members following shareholders to be held after the Trigger Event, Article 15 Effective Time; the terms of the initial term of office of the second class to Class II directors shall expire at the second annual meeting of Members following shareholders to be held after the Trigger Event, Article 15 Effective Time; and the initial term of office terms of the third class to initial Class III directors shall expire at the third annual meeting of Members following shareholders to be held after the Trigger EventArticle 15 Effective Time. (b) At each annual meeting of shareholders, with each Director successors to the class of directors whose terms expire at that annual meeting shall be elected for a three-year term. (c) A director shall hold office until the annual meeting of shareholders for the year in which his or her term expires and until his or her successor shall have been duly be elected and qualifiedshall qualify, subject, however, to (i) the terms of the Shareholder’s Agreement and (ii) such Director’s earlier prior death, resignation, retirement, disqualification or removal. Following removal from office. (d) From the Article 15 Effective Time until the Supermajority Expiration Time, the Corporation shall not amend, modify or repeal this Section 15.2 unless such initial termamendment, each director shall serve for a term ending on modification or repeal is approved by the third annual meeting following the annual meeting of Members at which such director was elected. Subject to the terms of the Shareholder’s Agreement, LandBridge Holdings shall assign those members of the Board Xxxxxxxxx Family Group who hold a majority of Directors, other than those Directors who may be elected the total shares of Common Stock of the Corporation held by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, to such classes at the time such classification becomes effective. At each meeting specified in the related Share Designation of Members following the Trigger Event, Directors elected to succeed those Directors whose terms expire at such meeting shall be elected for a term of office to expire in accordance with the related Share Designation, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. If the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any additional Director of any class elected to fill a vacancy resulting from an increase in such class or from the death, resignation or removal from office of a Director or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of Directors shorten the term of any incumbent Director. Directors need not be MembersXxxxxxxxx Family Group.”

Classes of Directors. (a) Until The Board of Directors of the Trigger Event, the Directors, other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall consist of a single class, with the initial term of office to expire at the next annual meeting of Members following the date hereof, and each Director shall hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. Prior to the Trigger Event, at each annual meeting of Members, Directors elected to succeed those Directors whose terms then expire Corporation shall be elected for a term of office to expire at the next succeeding annual meeting of Members after his or her election (subject to adjustment or provided in Section 5.3(b)), with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. (b) On and after the Trigger Event, the Directors, other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall be divided, with respect to the time for which they severally hold office, divided into three classes, designated Class I, Class II and Class III. Each class of directors shall consist, as nearly equal in number as is reasonably may be possible, of one-third of the total number of directors constituting the entire Board of Directors of the Corporation. The Board of Directors is hereby authorized to assign members of the Board of Directors already in office to such classes effective upon the filing with the initial term Secretary of office State of the first class Certificate of Amendment to this Amended and Restated Certificate of Incorporation that provides for the inclusion of this Article 15 in this Amended and Restated Certificate of Incorporation (the “Article 15 Effective Time”); provided, that each of Xxxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx shall be in separate classes. The terms of the initial Class I directors shall expire at the first annual meeting of Members following stockholders to be held after the Trigger Event, Article 15 Effective Time; the terms of the initial term of office of the second class to Class II directors shall expire at the second annual meeting of Members following stockholders to be held after the Trigger Event, Article 15 Effective Time; and the initial term of office terms of the third class to initial Class III directors shall expire at the third annual meeting of Members following stockholders to be held after the Trigger EventArticle 15 Effective Time. (b) At each annual meeting of stockholders, with each Director successors to the class of directors whose terms expire at that annual meeting shall be elected for a three-year term. (c) A director shall hold office until the annual meeting of stockholders for the year in which his or her term expires and until his or her successor shall have been duly be elected and qualifiedshall qualify, subject, however, to (i) the terms of the Shareholder’s Agreement and (ii) such Director’s earlier prior death, resignation, retirement, disqualification or removal. Following removal from office. (d) From the Article 15 Effective Time until the Supermajority Expiration Time, the Corporation shall not amend, modify or repeal this Section 15.2 unless such initial termamendment, each director shall serve for a term ending on modification or repeal is approved by the third annual meeting following the annual meeting affirmative vote or consent of Members at which such director was elected. Subject to the terms of the Shareholder’s Agreement, LandBridge Holdings shall assign members of the Board of Directors, other than those Directors who may be elected by the holders of any class or series at least two-thirds of Shares specified in the related Share Designation to voting power of the extent provided thereinCorporation, to such classes at the time such classification becomes effective. At each meeting specified in the related Share Designation of Members following the Trigger Event, Directors elected to succeed those Directors whose terms expire at such meeting shall be elected for voting as a term of office to expire in accordance with the related Share Designation, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. If the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any additional Director of any class elected to fill a vacancy resulting from an increase in such class or from the death, resignation or removal from office of a Director or other cause shall hold office for a term that shall coincide with the remaining term of that single class, but in no case will a decrease in the number of Directors shorten the term of any incumbent Director. Directors need not be Members.”

Classes of Directors. (a) Until With effect from the Trigger EventRelevant Time, the Directors, directors (other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall consist of a single class, with the initial term of office to expire at the next annual meeting of Members following the date hereof, and each Director shall hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. Prior to the Trigger Event, at each annual meeting of Members, Directors elected to succeed those Directors whose terms then expire Preferred Directors) shall be elected for a term of office to expire at the next succeeding annual meeting of Members after his or her election (subject to adjustment or provided in Section 5.3(b)), with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to such Director’s earlier death, resignation, disqualification or removal. (b) On and after the Trigger Event, the Directors, other than those who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, shall be divided, with respect to the time for which they severally hold office, divided into three classes, as nearly equal in number as is reasonably possible, with which classes shall be designated as the “Class I Directors”, “Class II Directors” and “Class III Directors” respectively. Subject to Article 12.2(b), the Board of Directors shall have the exclusive power by Resolution of Directors to determine the respective numbers of Class I Directors, Class II Directors and Class III Directors from time to time. (b) The initial term of office Class I Directors, Class II Directors and Class III Directors shall be those directors of the first Company identified and assigned to a class pursuant to expire at the first annual meeting written resolution of Members following members adopted prior to the Trigger Event, time the initial term of office Common Shares of the second class to expire at Company are first traded on the second annual meeting of Members following New York Stock Exchange and which first adopted these amended and restated Articles (the Trigger Event, and time such resolution is adopted being the initial term of office of the third class to expire at the third annual meeting of Members following the Trigger Event, with each Director to hold office until his or her successor shall have been duly elected and qualified, subject, however, to (i) the terms of the Shareholder’s Agreement and (ii) such Director’s earlier death, resignation, disqualification or removal“Relevant Time”). Following such initial termThereafter, each director of the Company shall serve be assigned to a class of directors solely in accordance with Article 12.2(d) or Article 12.2(h) and the numbers of Class I Directors, Class II Directors and Class III Directors shall be determined solely by Resolution of Directors from time to time. (c) There is no distinction in the voting or other powers and authorities of directors of different classes; such classifications are solely for a term ending on the third annual meeting following purposes of the annual meeting of Members at which such director was elected. retirement by rotation provisions set out in this Article 12.2. (d) Subject to the terms of the Shareholder’s Agreementsub-Articles 12.2(e), LandBridge Holdings shall assign members of the Board of Directors(f), (g) and (h) below, each director (other than those Directors who may be elected by the holders of any class or series of Shares specified in the related Share Designation to the extent provided therein, to such classes at the time such classification becomes effective. At each meeting specified in the related Share Designation of Members following the Trigger Event, Directors elected to succeed those Directors whose terms expire at such meeting Preferred Directors) shall be elected for a term of office expiring at the conclusion of the third succeeding Annual Meeting after their election or until their earlier death, resignation or removal. Each director elected or re-elected at an Annual Meeting shall automatically be allocated to expire the same class of directors as those directors whose term expires at the conclusion of such Annual Meeting in accordance with these Articles. (e) Each director designated as a Class I Director at the related Share DesignationRelevant Time shall, unless his office is vacated earlier in accordance with each these Articles, serve initially until the conclusion of the first Annual Meeting held after the IPO Date. (f) Each director designated as a Class II Director at the Relevant Time shall, unless his office is vacated earlier in accordance with these Articles, serve initially until the conclusion of the second Annual Meeting held after the IPO Date. (g) Each director designated as a Class III Director at the Relevant Time shall, unless his office is vacated earlier in accordance with these Articles, serve initially until the conclusion of the third Annual Meeting held after the IPO Date. (h) If: (i) the size of the Board of Directors is at any time increased pursuant to hold office until his Article 12.1 above and the Board of Directors appoints one or her successor more persons to fill such newly-created directorship(s) pursuant to Article 12.20 below, the new director (other than any Preferred Director) shall have been duly elected and qualified, subject, however, be allocated to such Director’s earlier deathclass of directors as may be determined by, resignationand in the exclusive discretion of, disqualification or removal. If the Board of Directors acting by Resolution of Directors, provided that the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors directors in each class should be kept as nearly equal in number as possible, and any additional Director ; or (ii) a person is appointed as a director by the Board of any class elected Directors to fill a vacancy resulting from an increase in such class or from pursuant to Article 12.20 below, the death, resignation or removal from office of a Director or new director (other cause than any Preferred Director) shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease be in the number same class of Directors shorten directors as the term class of any incumbent Director. Directors need not be Membersthe preceding director who vacated office.