Exhibit 10.1




 


STOCKHOLDERS’
AGREEMENT


 


This STOCKHOLDERS’
AGREEMENT (this “Agreement”) is made and entered into as of June 11, 2020 (the “Effective Date”),
by and among Texas Pacific Land Trust (the “Trust”), on the one hand, and Horizon Kinetics LLC (“Horizon
Kinetics”) and Horizon Kinetics Asset Management LLC (together with Horizon Kinetics and collectively with their Affiliates,
“Horizon”), SoftVest Advisors, LLC (“SoftVest Advisors”) and SoftVest, L.P. (together with
SoftVest Advisors and collectively with their Affiliates “SoftVest”, and together with Horizon, the “Investor
Group”), and Mission Advisors, LP (“Mission” and together with the Investor Group and its members,
collectively, the “Stockholders”), on the other hand. The Trust and the Stockholders are each herein referred
to as a “party” and collectively, the “parties.”


 


WHEREAS,
the Trust intends to take steps to become a corporation domiciled in the State of Delaware (“TPL Corp”), with
shares publicly traded on the New York Stock Exchange (the “NYSE”) (the “Proposed Transaction”);


 


WHEREAS,
to implement the Proposed Transaction, the Trust intends to (a) transfer all of its assets to a wholly owned subsidiary of the
Trust (“HoldCo”), (b) contribute all of the equity in HoldCo to TPL Corp, which at such time shall be a wholly
owned subsidiary of the Trust, and (c) distribute all of the shares of common stock of TPL Corp (the “Common Stock”),
to holders of Sub-share Certificates of Proprietary Interest of the Trust (“Sub-share Certificates”), on a
pro rata basis in accordance with their interests in the Trust (such distribution, the “Distribution”, and
the time of such Distribution, the “Distribution Time”);


 


WHEREAS, Horizon is the
beneficial owner of approximately 22.1% of the outstanding Sub-share Certificates, which percentage does not include an additional
approximately 23,479 Sub-share Certificates held directly by senior portfolio managers of Horizon and their families;


 


WHEREAS, SoftVest is the
beneficial owner of approximately 1.7% of the outstanding Sub-share Certificates;


 


WHEREAS,
John R. Norris III and David E. Barry (together, the “Trustees”), the Trust and the Investor Group are parties
to that certain Settlement Agreement, dated July 30, 2019, as amended on February 20, 2020 and March 6, 2020 (the “Settlement
Agreement”);


 


WHEREAS,
pursuant to the Settlement Agreement, the Trust, the Trustees and the Investor Group have committed to grant mutual general releases
in one another’s favor effective at the Distribution Time;


 


WHEREAS,
prior to the date hereof, Murray Stahl and Eric L. Oliver have provided completed director questionnaires to the Trustees and,
based on the information available to the Trustees (including responses to the director questionnaires and follow-up questions
thereto), the Trustees believe that, as of the date hereof, each of Murray Stahl and Eric L. Oliver qualify as an Independent
Director and satisfy the conditions to serving as a director of TPL Corp set forth in Section ‎1(d) hereof; and


 






     


     


    

 


WHEREAS,
the parties have determined to form an agreement with respect to the composition of the future board of directors of TPL Corp
(the “Board”) and certain other matters, as provided in this Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally
bound hereby, agree as follows:


 


1.
Board Composition and Related Matters.


 


(a)
Immediately following the Distribution Time, TPL Corp shall take all actions necessary to appoint Murray Stahl (together with
any replacement designated pursuant to this Section 1(a), the “Horizon Designee”) and Eric L.
Oliver (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 Murray Stahl and Eric L. Oliver satisfy the Appointment Conditions as
of the Effective Date. In the event that, prior to the Distribution Time, either of Murray Stahl or Eric L. Oliver 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 Dana F. McGinnis (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 Dana F. McGinnis satisfies the Appointment Conditions as of the Effective Date. In the event that, prior to the Distribution
Time, Dana F. McGinnis fails to satisfy the Appointment Conditions, the Trustees and Murray Stahl 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).


 






    2


     


    

 


(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.


 


2.
Voting Commitments and Restrictions.


 


(a)
The Stockholders shall, or shall cause their Representatives to, appear in person or by proxy at each Stockholder Meeting and
vote all shares of Common Stock beneficially owned by such Stockholder and over which such Stockholder has voting authority at
each Stockholder Meeting in accordance with the Board’s recommendations as such recommendations of the Board are set forth
in the applicable definitive proxy statement filed with the SEC (the “Board Recommendations”). For the avoidance
of doubt, each of the Stockholders shall take all actions necessary (including by calling back loaned out shares) to ensure that
they have the voting power for each share beneficially owned by such Stockholder on the record date for each Stockholder Meeting.


 


(b)
Notwithstanding Section 2(a), the Stockholders shall not be required to vote in accordance with the Board Recommendation
for any proposals (i) related to an Extraordinary Transaction or (ii) related to governance, environmental or social matters;
provided, however, that the Stockholders shall be required to vote in accordance with the Board Recommendation for any
proposal relating to any corporate governance terms that would have the effect of changing any of the corporate governance terms
set forth in the plan of conversion recommended by the Conversion Exploration Committee of the Trust on January 21, 2020.


 






    3


     


    

 


(c)
Subject to Section ‎3(b) (including the provisos therein), and notwithstanding Section ‎2(b), if, as a result
of a Share Reduction Event, a Stockholder has ownership or control of, or other beneficial ownership interest in, Excess Shares,
then such Stockholder shall vote or cause to be voted such Excess Shares in accordance with the Board Recommendations at any Stockholder
Meeting for which the Trust or TPL Corp has given notice at such time as which such Stockholder has ownership or control of, or
other beneficial ownership interest in, such Excess Shares. Any planned divestment of Excess Shares pursuant to Section ‎3(b),
or any actual divestment of Excess Shares occurring after the Trust or TPL Corp has given such notice of a Stockholder Meeting,
shall not relieve the Stockholder of its voting commitment under this Section ‎3(c).


 


3.
Standstill. Except as otherwise provided in this Agreement, without the prior written consent of the Trustees (or following
the Distribution Time, the Board), the Stockholders and the Stockholder Designees shall not, and shall cause their Affiliates
and controlled Associates not to, directly or indirectly (in each case, except as permitted by this Agreement):


 


(a)
(i) other than pursuant to Sections 1(a) and 1(b) of this Agreement, nominate, recommend for nomination or
give notice of an intent to nominate or recommend for nomination a person for election at any Stockholder Meeting at which directors
are to be elected; (ii) initiate, encourage or participate in any solicitation of proxies in respect of any election contest
or removal contest with respect to directors; (iii) submit, initiate, make or be a proponent of any stockholder proposal
for consideration at, or bring any other business before, any Stockholder Meeting; (iv) initiate, encourage or participate
in any solicitation of proxies in respect of any stockholder proposal for consideration at, or other business brought before,
any Stockholder Meeting; or (v) initiate, encourage or participate in any “withhold” or similar campaign with
respect to any Stockholder Meeting;


 


(b)
acquire, offer or seek to acquire, agree to acquire or acquire rights to acquire or otherwise beneficially own (except by way
of stock dividends or other distributions or offerings made available to holders of voting securities of the Trust or TPL Corp
generally on a pro rata basis), directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition
of control of another person, by joining a group, through swap or hedging transactions or otherwise, any voting securities of
the Trust or TPL Corp (other than through a broad-based market basket or index) or any voting rights decoupled from the underlying
voting securities which would result in (i) Horizon having ownership or control of, or other beneficial ownership interest in,
23.5% or more, in the aggregate, of the then-outstanding Sub-share Certificates or shares of the Common Stock (the “Horizon
Cap”), (ii) SoftVest having ownership or control of, or other beneficial ownership interest in, 4.0% or more, in the
aggregate, of the then-outstanding Sub-share Certificates or shares of the Common Stock (the “SoftVest Cap”)
or (iii) Mission having ownership or control of, or other beneficial ownership interest in, 5% or more, in the aggregate, of the
then-outstanding Sub-share Certificates or shares of the Common Stock (the “Mission Cap”, and each of the Horizon
Cap, the SoftVest Cap and the Mission Cap, individually, an “Ownership Cap”); provided, however, that,
subject to Section 3(c), in the event that the Trust or TPL Corp (A) acquires through share purchases Sub-share Certificates
or shares of the Common Stock or (B) undertakes a reverse share split, and any of such actions reduces the number of securities
of the Trust or TPL Corp outstanding and thereby increases the proportionate number of Sub-share Certificates or shares of Common
Stock that a Stockholder has ownership or control of, or otherwise beneficially owns, to a proportion of Sub-share Certificates
or shares of the Common Stock that is equal to or greater than the applicable Ownership Cap for such Stockholder (such event,
a “Share Reduction Event”), then such Stockholder shall not be deemed to have acquired or otherwise beneficially
own an amount of Sub-share Certificates or shares of the Common Stock that is greater than the number of shares permitted pursuant
to such Stockholder’s applicable Ownership Cap (such amount of securities in excess of a Stockholder’s Ownership Cap,
the “Excess Shares”) in violation of this Section 3(b) as a result of such Share Reduction Event; provided,
further, that such Stockholder shall divest its Excess Shares within a reasonable time period (but in any event, within 30
calendar days of becoming aware of such Share Reduction Event) so that such Stockholder no longer has ownership or control of,
or otherwise holds a beneficial ownership interest in, such Excess Shares;


 






    4


     


    

 


(c)
sell or transfer shares of Common Stock, other than in open market sale transactions where the identity of the purchaser or transferee
is not known and in underwritten widely dispersed public offerings, to any Third Party that (i) would result in such Third Party,
together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial or other ownership interest
in the aggregate of 5.0% or more of the shares of Common Stock outstanding at such time or (ii) would increase the beneficial
ownership interest of any Third Party who, together with its Affiliates and Associates, has a beneficial or other ownership interest
in the aggregate of 5.0% or more of the shares of Common Stock outstanding at such time, in each case, unless such Third Party
is a passive investor that has not been a “reporting person” on a Schedule 13D and would not, in connection with purchasing
or holding of securities of TPL Corp, be required to file a Schedule 13D;


 


(d)
(i) form, join or in any way participate in any group or agreement of any kind with respect to any voting securities of the Trust
or TPL Corp (except any such group or agreement as disclosed on a Schedule 13D filing with the SEC prior to the Effective Date,
provided that any such group or agreement shall be terminated as of the Distribution Time), or (ii) deposit any voting
securities of the Trust or TPL Corp in any voting trust or subjecting any Trust or TPL Corp voting securities to any arrangement
or agreement with respect to the voting thereof;


 


(e)
seek publicly, alone or in concert with others, to amend any provision of the Governance Documents;


 


(f)
demand an inspection of the Trust’s or TPL Corp’s books and records;


 


(g)
make any (i)  public or private (other than to the Trustees or the Board) proposal with respect to or (ii)  public statement
or otherwise seek to encourage, advise or assist any person in so encouraging or advising with respect to, in each case: (A) any
change in the number or term of directors serving on the Board or the filling of any vacancies on the Board, (B) any change
in the capitalization, dividend or share repurchase policy of TPL Corp, (C) any other change in the Trust’s or TPL
Corp’s business, operations, strategy, management, governance, corporate structure, or other affairs or policies, (D) any
Extraordinary Transaction, (E) causing a class of securities of the Trust or TPL Corp to be delisted from, or to cease to
be authorized to be quoted on, any securities exchange or (F) causing a class of equity securities of TPL Corp to become
eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;


 






    5


     


    

 


(h)
initiate, make, effect, seek to effect, offer or propose to effect, cause or participate in, or in any way knowingly assist any
(i) Extraordinary Transaction, (ii) material acquisition of any assets or businesses of the Trust, TPL Corp or any of either the
Trust’s or TPL Corp’s subsidiaries, (iii) tender offer or exchange offer, merger, acquisition, share exchange
or other business combination involving any of the voting securities or any of the material assets or businesses of the Trust
or TPL Corp or any of their subsidiaries, (iv) recapitalization, restructuring, liquidation, dissolution or other material
transaction with respect to the Trust or TPL Corp or any of their subsidiaries or any material portion of its or their businesses,
or (v) proposal, either alone or in concert with others, to the Trust or TPL Corp that would reasonably be expected to require
a public announcement or disclosure regarding any such matter;


 


(i)
enter into any negotiations, agreements or understandings with any Third Party with respect to the foregoing, or advise, assist,
encourage or seek to persuade any Third Party to take any action with respect to any of the foregoing, or otherwise take or cause
any action inconsistent with any of the foregoing;


 


(j)
publicly make or in any way advance publicly any request or proposal that the Trust or the Board amend, modify or waive any provision
of this Agreement; or


 


(k)
take any action challenging the validity or enforceability of this Section 3 or this Agreement, unless TPL Corp is
challenging the validity or enforceability of this Agreement;


 


provided,
however, that (i) nothing in this Agreement shall prevent the Stockholders or Stockholder Designees from making (A) any
factual statement in response to a Legal Requirement, (B) any communication to the Trust or TPL Corp, or (C) any private
communication to investors or prospective investors in any of the Stockholders or any of their Affiliates, provided that,
in each case, such statement or communication (1) is based on publicly available information; (2) is not reasonably expected to
be required to be publicly disclosed by any person and is understood by all parties to be confidential communication; and (3)
is not made with an intent to circumvent any of the restrictions listed in paragraphs (a) through (k) of this Section
3 or Section 4; and (ii) the restrictions in this Section 3 shall not restrict the Stockholders or
Stockholder Designees from tendering shares, receiving payment for shares or otherwise participating in any such transaction on
the same basis as the other stockholders of the Trust or TPL Corp or from participating in any such transaction that has been
approved by the Trustees or the Board, as applicable, subject to the other terms of this Agreement. Nothing in this Agreement
shall limit the exercise in good faith by any Stockholder Designee of his fiduciary duties under applicable law in his capacity
as a director of TPL Corp.


 






    6


     


    

 


4.
Mutual Non-Disparagement. Without the prior written consent of the other parties, no party shall, nor shall it permit
any of its Representatives to, make any public or private statement that undermines, disparages or otherwise reflects detrimentally
on (a) another party, (b) another party’s current or former trustees (including the Trustees) or directors in their capacity
as such, (c) another party’s officers or employees (including with respect to such persons’ service at the other party),
(d) another party’s subsidiaries, or (e) the business of another party or another party’s subsidiaries or any of its
or its subsidiaries’ current directors, officers or employees, including the business and current or former directors, officers
and employees of the other party’s controlled Affiliates, as applicable. The restrictions in this Section 4
shall not (i) apply (A) in any compelled testimony or production of information in response to a Legal Requirement,
or (B) to any disclosure that such party reasonably believes, after consultation with its outside counsel, to be legally
required by applicable law, rules or regulations; or (ii) prohibit any party from reporting what it reasonably believes,
after consultation with its outside counsel, to be violations of federal law or regulation to any governmental authority pursuant
to Section 21F of the Exchange Act or Rule 21F promulgated thereunder.


 


5.
Mutual Releases. Effective at the Distribution Time, and as a condition to the appointment of the Stockholder Designees
to the Board, the Trust, the Trustees, and all members of the Investor Group (as defined in the Settlement Agreement) shall execute
an agreement substantially in the form attached as Exhibit C to the Settlement Agreement (the “Form of Mutual General
Release Agreement”), provided, however, that the Form of Mutual General Release Agreement shall, prior to execution,
be modified to expressly provide that such agreement shall be effective upon the Distribution Time.


 


6.
No Litigation. Each party hereby covenants and agrees that it shall not, and shall not permit any of its Representatives
to, directly or indirectly, alone or in concert with others, encourage, pursue or assist any other person to threaten or initiate,
any lawsuit, claim or proceeding before any court (each, a “Legal Proceeding”) against the other party or any
of its Representatives, except for (a) any Legal Proceeding initiated primarily to remedy a breach of or to enforce this
Agreement and (b) counterclaims with respect to any proceeding initiated by, or on behalf of one party or its Affiliates
against the other party or its Affiliates; provided, however, that the foregoing shall not prevent any party or any of
its Representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil
investigative demands or similar processes (each, a “Legal Requirement”) in connection with any Legal Proceeding
if such Legal Proceeding has not been initiated by, on behalf of or at the direct or indirect suggestion of such party or any
of its Representatives; provided, further that in the event any party or any of its Representatives receives such Legal
Requirement, such party shall give prompt written notice of such Legal Requirement to the other party (except where such notice
would be legally prohibited or not practicable). Each party represents and warrants that neither it nor any assignee has filed
any pending Legal Proceeding against any other party.


 


7.
Press Release; SEC Filings; Public Statements.


 


(a)
No later than two Business Days following the date of this Agreement, the Trust shall issue a press release (the “Press
Release”) announcing this Agreement. Prior to the issuance of the Press Release, neither the Trust nor the Investor
Group shall issue any press release or public announcement regarding this Agreement or take any action that would require public
disclosure thereof without the prior written consent of the other party. The Trust shall provide the members of the Investor Group
and their Representatives with a reasonable opportunity to review and comment on the Press Release prior to it being issued and
consider in good faith any comments of the Investor Group and their Representatives.


 






    7


     


    

 


(b)
No later than two Business Days following the date of this Agreement, the Trust shall file with the SEC a Current Report on Form 8-K
reporting its entry into this Agreement, disclosing applicable items to conform to its obligations hereunder and appending this
Agreement as an exhibit thereto (the “Form 8-K”). The Form 8-K shall be consistent with the terms
of this Agreement and the Press Release. The Trust shall provide the members of the Investor Group and their Representatives with
a reasonable opportunity to review and comment on the Form 8-K prior to it being filed with the SEC and consider in good faith
any comments of the Investor Group and their Representatives.


 


(c)
No later than two Business Days following the date of this Agreement, Horizon and SoftVest shall file with the SEC amendments
to their respective Schedule 13D filings, in compliance with Section 13 of the Exchange Act, reporting its entry into
this Agreement, disclosing applicable items to conform to its obligations hereunder and including the terms of this Agreement
and including this Agreement as an exhibit thereto (the “Schedule 13D Amendments”). The Schedule 13D
Amendments shall be consistent with the terms of this Agreement and the Press Release. The Investor Group shall provide the Trust
and its Representatives with a reasonable opportunity to review its applicable Schedule 13D Amendments prior to their being
filed with the SEC and consider in good faith any comments of the Trust and its Representatives.


 


(d)
Except for the issuance of the Press Release and the filing of the Form 8-K and Schedule 13D Amendments, no party shall
issue any press release or other public statement (including, without limitation, in any filing required under the Exchange Act)
or speak on the record or on background with any member of the media about another party or the subject matter of this Agreement,
except as required by law, Legal Requirement or applicable stock exchange listing rules or with the prior written consent of the
other parties and otherwise in accordance with this Agreement.


 


8.
Confidentiality.


 


(a)
For as long as a Stockholder Designee is serving as a director on the Board, such Stockholder Designee and its respective Representatives
may receive confidential information regarding TPL Corp learned in such Stockholder Designee’s capacity as a director of
TPL Corp, including discussions or matters considered in meetings of the Board or Board committees (collectively and individually,
“Confidential Information”); provided, however, that each Stockholder Designee shall have executed a
confidentiality agreement with TPL Corp, in substantially the form attached hereto as Exhibit A (a “Confidentiality
Agreement”), prior to being appointed to the Board.


 


(b)
For the avoidance of doubt, the parties acknowledge and agree that the obligations of any Stockholder Designee under the Confidentiality
Agreement shall be in addition to, and not in lieu of, each Stockholder Designee’s confidentiality obligations under Delaware
law and the applicable Governance Documents; provided, however, that, in the event of a conflict between any of the Stockholder
Designee’s confidentiality obligations under the applicable corporate governance policies of TPL Corp and those in the Confidentiality
Agreement, the terms of the Confidentiality Agreement shall control.


 






    8


     


    

 


(c)
The Stockholders and the Stockholder Designees agree that the Board or any committee thereof, in the exercise of its fiduciary
duties, shall have the right to recuse any director, including any Stockholder Designee, from any portion of a Board or committee
meeting, and restrict the access of such director to information of TPL Corp (with the director in question not voting on such
determination), to the extent such meeting or information relates to (i) this Agreement, including the interpretation and enforcement
thereof; (ii) any demand made by any Stockholder or any of their respective Affiliates if such demand is coupled with the express
or implied threat to take any of the actions prohibited in Section 3; (iii) the failure of any of the Stockholder Designees
to comply with the Governance Documents insofar as they are applicable to all directors; or (iv) any proposed transaction between
TPL Corp and any of the Stockholders or Stockholder Designee (where not a Stockholder). Each Stockholder Designee acknowledges
and agrees that: (A) consistent with his fiduciary duties as a director of TPL Corp, each Stockholder Designee is obligated to
consider in good faith, to the same extent as any other director of TPL Corp, recusal from any Board or committee meeting in the
event there is any other actual or potential conflict of interest between any of the Stockholders or Stockholder Designees, on
the one hand, and TPL Corp, on the other hand; and (B) the Board shall have the right to restrict the access of any Stockholder
Designee to information of TPL Corp to the same extent it would for any other director of TPL Corp, in accordance with applicable
law.


 


9.
Affiliates and Associates. Each party shall instruct its controlled Affiliates and Associates to comply with the terms
of this Agreement and shall be responsible for any breach of this Agreement by any such controlled Affiliate or Associate. A breach
of this Agreement by a controlled Affiliate or Associate of a party, if such controlled Affiliate or Associate is not a party
to this Agreement, shall be deemed to occur if such controlled Affiliate or Associate engages in conduct that would constitute
a breach of this Agreement if such controlled Affiliate or Associate was a party to the same extent as the applicable party to
this Agreement.


 


10.
Representations and Warranties.


 


(a)
Each Stockholder hereby represents and warrants that it has full power and authority to execute, deliver and carry out the terms
and provisions of this Agreement and to consummate the transactions contemplated hereby, and that this Agreement has been duly
and validly authorized, executed and delivered by it, constitutes a valid and binding obligation and agreement of it and is enforceable
against it in accordance with its terms. Each Stockholder represents that the execution of this Agreement, the consummation of
any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case, in accordance with the terms
hereof, will not conflict with, or result in a breach or violation of the organizational documents of it as currently in effect
and that the execution, delivery and performance of this Agreement by it does not and will not violate or conflict with (i) any
law, rule, regulation, order, judgment or decree applicable to it or (ii) result in any breach or violation of or constitute
a default (or an event that with notice or lapse of time or both could constitute such a breach, violation or default) under or
pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation
of, any organizational document, agreement, contract, commitment, understanding or arrangement to which it is a party or by which
it is bound.


 


(b)
Each Stockholder represents and warrants that it owns no Synthetic Equity Interests or any Short Interests in the Trust.


 






    9


     


    

 


(c)
The Trust hereby represents and warrants that it has full power and authority to execute, deliver and carry out the terms and
provisions of this Agreement and to consummate the transactions contemplated hereby, and that this Agreement has been duly and
validly authorized, executed and delivered by the Trust, constitutes a valid and binding obligation and agreement of the Trust
and is enforceable against the Trust in accordance with its terms. The Trust represents that the execution of this Agreement,
the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case, in accordance
with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of the Trust
as currently in effect and that the execution, delivery and performance of this Agreement by the Trust does not and will not violate
or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Trust or (ii) result in
any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could constitute such
a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of
termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding
or arrangement to which the Trust is a party or by which it is bound.


 


11.
Termination.


 


(a)
Unless otherwise mutually agreed in writing by each party, this Agreement shall terminate (i) if the Distribution Time has not
occurred, on the earliest to occur of (A) the date on which the Trustees determine, or take affirmative steps, to abandon the
Proposed Transaction; (B) the date on which a Governmental Entity having jurisdiction over any party has issued any order, decree,
ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of
the Proposed Transaction and such action has become final and nonappealable, or if there has been adopted any law that permanently
makes consummation of the Proposed Transaction illegal or otherwise permanently prohibited; and (C) December 31, 2020 (the “Outside
Date”); and (ii) if the Distribution Time has occurred prior to the Outside Date, following the completion of the 2022
annual meeting of stockholders of TPL Corp (the “Termination Date”); provided, however, that the respective
obligations of the Investor Group under this Agreement (including the provisions of Sections 2, 3, 4,
6) shall survive until such time as no Investor Group Designee is serving on the Board; provided further that the
obligations of Mission under this Agreement (including the provisions of Sections 2, 3, 4, 6)
shall survive until such time as the Mission Designee is no longer serving on the Board.


 


(b)
Notwithstanding anything to the contrary in this Agreement:


 


(i)
the obligations of the Stockholders and the Stockholder Designees pursuant to Sections 2, 3, 4, 6
and 7(d) shall terminate in the event that the Trust materially breaches this Agreement and such breach (if capable
of being cured) has not been cured within 30 calendar days following written notice of such breach from the Stockholders, or,
if impossible to cure within 30 calendar days following written notice of such breach from the Stockholders, the Trust has not
taken substantive action to correct within ten calendar days following written notice of such breach from the Stockholders; provided,
however, that the obligations of the Stockholders and Stockholder Designees pursuant to Section 6 shall terminate
immediately in the event that the Trust materially breaches its obligations to the Stockholders under Section 6; and


 






    10


     


    

 


(ii)
the obligations of the Trust to the Stockholders pursuant to Sections 1, 4 and 6 shall terminate in
the event that any of the Stockholders or Stockholder Designees materially breaches this Agreement and such breach (if capable
of being cured) has not been cured within 30 calendar days following written notice of such breach from the Trust, or, if impossible
to cure within 30 calendar days following written notice of such breach from the Trust, the Stockholders or Stockholder Designee
has not taken substantive action to correct within ten calendar days following written notice of such breach from the Trust; provided,
however, that the obligations of the Trust pursuant to Section 6 shall terminate immediately in the event that
any of the Stockholders or Stockholder Designees materially breaches its obligations under Section 6.


 


(c)
No termination of this Agreement in accordance with this Section 11 shall relieve any party from liability for any
breach of this Agreement prior to such termination.


 


12.
Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions
of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand, with written confirmation
of receipt; (b) upon sending if sent by electronic mail to the electronic mail addresses below, with confirmation of receipt
from the receiving party by electronic mail; (c) one Business Day after being sent by a nationally recognized overnight carrier
to the addresses set forth below; or (d) when actually delivered if sent by any other method that results in delivery, with
written confirmation of receipt:


 


	 If
to the Trust:

        Texas
        Pacific Land Trust

        1700
        Pacific Avenue, Suite 2770

        Dallas,
        TX 75201

        Attn:
        Robert Packer

        Email:
robert@tpltrust.com
	with
                                         mandatory copies (which shall not constitute notice) to:

        Sidley
        Austin LLP

        1000
        Louisiana Street, Suite 5900

        Houston,
        TX 77002

        Attn:
        George J. Vlahakos

        Email:
        gvlahakos@sidley.com

	 	 
	If
to the Investor Group as a whole:

        Horizon
        Kinetics LLC

        470
        Park Avenue South

        New
        York, NY 10016

        Attn:
        Jay Kesslen

        Email:
        jkesslen@horizonkinetics.com
	 

         

         

	 	 
	If
to SoftVest:

        SoftVest
        Advisors, LLC

        400
        Pine Street, Suite 1010

        Abilene,
        TX 79601

        Attn: Eric L. Oliver

        Email:
        eric@softvest.com
	 

         

	 	 
	If
to Mission:

        Mission
        Advisors, LP

        112
        East Pecan Street, Suite 1425

        San
        Antonio, TX 78205

        Attn:
        Dana F. McGinnis

        Email:
        dana@missionadv.com
	 

         



 






    11


     


    

 


13.
Governing Law; Jurisdiction; Jury Waiver. This Agreement, and any disputes arising out of or related to this Agreement
(whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws
of the State of Delaware, without regard to conflict of laws principles that would require the application of laws of another
jurisdiction. The parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this
Agreement shall exclusively lie (a) prior to the Distribution Time, in the United States District Court for the Northern District
of Texas in Dallas, Texas or, if such court does not have subject matter jurisdiction, any district court of Dallas County in
the State of Texas, and any appellate court from any such Federal or state court; and (b) following the Distribution Time, in
the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction, the Superior Court
of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts
of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court. Each party
waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits
to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives
and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any
inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATED TO THIS AGREEMENT.


 


14.
Expenses. The Trust shall reimburse the Investor Group’s fees and expenses in accordance with terms set forth
in Section 9 of the Settlement Agreement.


 


15.
Specific Performance. Each party to this Agreement acknowledges and agrees that each of the other parties would be
irreparably injured by an actual breach of this Agreement by the first-mentioned party or its Representatives and that monetary
remedies may be inadequate to protect either party against any actual or threatened breach or continuation of any breach of this
Agreement. Without prejudice to any other rights and remedies otherwise available to the parties under this Agreement, each party
shall be entitled to equitable relief by way of injunction or otherwise and specific performance of the provisions hereof upon
satisfying the requirements to obtain such relief without the necessity of posting a bond or other security, if the other party
or any of its Representatives breach or threaten to breach any provision of this Agreement. Such remedy shall not be deemed to
be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity
to the non-breaching party.


 






    12


     


    

 


16.
Certain Definitions and Interpretations.


 


(a)
As used in this Agreement:


 


(i)
the terms “Affiliate” and “Associate” (and any plurals thereof) have the meanings ascribed
to such terms under Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that
are or become Affiliates or Associates of any applicable person or entity referred to in this Agreement; provided, however,
that the term “Associate” shall refer only to Associates controlled by the Trust, TPL Corp or the members of
the Investor Group, as applicable; provided, further that, for purposes of this Agreement, the members of the Investor
Group shall not be Affiliates or Associates of the Trust or TPL Corp, and the Trust and TPL Corp shall not be an Affiliate or
Associate of the members of the Investor Group;


 


(ii)
the terms “beneficial ownership,” “group,” “person,” “proxy”
and “solicitation” (and any plurals thereof) have the meanings ascribed to such terms under the Exchange Act
and the rules and regulations promulgated thereunder; provided, however, that the meaning of “solicitation”
shall be without regard to the exclusions set forth in Rules 14a-1(l)(2)(iv) and 14a-2 under the Exchange Act;


 


(iii)
the term “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks
in the State of Delaware are authorized or obligated to be closed by applicable law;


 


(iv)
the term “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder;


 


(v)
the term “Extraordinary Transaction” means any tender offer, exchange offer, share exchange, merger, consolidation,
acquisition, business combination, sale, recapitalization, restructuring, or other matters involving a corporate transaction that
require a stockholder vote;


 


(vi)
the term “Governmental Entity” means any United States, Indian tribe or nation, or foreign governmental authority,
including any supranational, national, federal, territorial, state, commonwealth, province, territory, county, municipality, district,
local governmental jurisdiction of any nature or any other governmental, self-regulatory or quasi-governmental authority of any
nature (including any governmental department, division, agency, bureau, office, branch, court, arbitrator, commission, tribunal
or other governmental instrumentality) or any political or other subdivision or part of any of the foregoing;


 


(vii)
the term “Independent Director” means an individual that (A) qualifies as an “independent director”
under applicable rules of the SEC, the rules of any stock exchange on which TPL Corp is traded and applicable governance policies
of TPL Corp;


 






    13


     


    

 


(viii)
the term “Net Long Position” means such shares of Common Stock beneficially owned, directly or indirectly,
that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis;
provided, however, that “Net Long Position” shall not include any shares as to which such person does
not have the right to vote or direct the vote other than as a result of being in a margin account, or as to which such person
has entered into a derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part,
directly or indirectly, any of the economic consequences of ownership of such shares;


 


(ix)
the term “Representatives” means (A) a person’s Affiliates and Associates and (B) its and their
respective trustees, directors, officers, employees, partners, members, managers, consultants, legal or other advisors, agents
and other representatives acting in a capacity on behalf of, in concert with or at the direction of such person or its Affiliates
or Associates;


 


(x)
the term “SEC” means the U.S. Securities and Exchange Commission;


 


(xi)
the term “Short Interests” means any agreement, arrangement, understanding or relationship, including any repurchase
or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such person,
the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class
or series of the Trust’s equity securities by, manage the risk of share price changes for, or increase or decrease the voting
power of, such person with respect to the shares of any class or series of the Trust’s equity securities, or that provides,
directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series
of the Trust’s equity securities;


 


(xii)
the term “Stockholder Meeting” means each annual or special meeting, or any action by written consent in lieu
thereof, of holders of Sub-share Certificates of the Trust or stockholders of TPL Corp and any adjournment, postponement, rescheduling
or continuation thereof;


 


(xiii)
the term “Synthetic Equity Interests” means any derivative, swap or other transaction or series of transactions
engaged in, directly or indirectly, by such person, the purpose or effect of which is to give such person economic risk similar
to ownership of equity securities of any class or series of the Trust, including due to the fact that the value of such derivative,
swap or other transactions are determined by reference to the price, value or volatility of any shares of any class or series
of the Trust’s equity securities, or which derivative, swap or other transactions provide the opportunity to profit from
any increase in the price or value of shares of any class or series of the Trust’s equity securities, without regard to
whether (A) the derivative, swap or other transactions convey any voting rights in such equity securities to such person;
(B) the derivative, swap or other transactions are required to be, or are capable of being, settled through delivery of such
equity securities; or (C) such person may have entered into other transactions that hedge or mitigate the economic effect
of such derivative, swap or other transactions; and


 


(xiv)
the term “Third Party” refers to any person that is not a party or a Representative of either party.


 






    14


     


    

 


(b)
In this Agreement, unless a clear contrary intention appears, (i) the word “including” (in its various forms)
means “including, without limitation;” (ii) the words “hereunder,” “hereof,” “hereto”
and words of similar import are references in this Agreement as a whole and not to any particular provision of this Agreement;
(iii) the word “or” is not exclusive; (iv) references to “Sections” in this Agreement are references
to Sections of this Agreement unless otherwise indicated; and (v) whenever the context requires, the masculine gender shall
include the feminine and neuter genders.


 


(c)
For the avoidance of doubt, it is understood and agreed that there shall be no Legal Requirement, “applicable law,”
“regulation” or “rule” requiring any party or any of its Representatives to make any disclosure of any
kind solely by virtue of the fact that, absent such disclosure, would be prohibited from purchasing, selling or engaging in voluntary
transactions with respect to the securities of the Trust or TPL Corp or such person would be unable to file any proxy materials
or tender or exchange offer materials in compliance with Section 14 of the Exchange Act or the rules promulgated thereunder.


 


17.
Miscellaneous.


 


(a)
Assignment. (i) As of the Distribution Time, the Trust shall have assigned to TPL Corp, and TPL Corp shall have accepted
and assumed, all rights, obligations and liabilities of the Trust under this Agreement (such assignment, the “Permitted
Assignment”). Upon the effectiveness of the Permitted Assignment, all references to the Trust herein shall be deemed
references to TPL Corp. (ii) Except for the Permitted Assignment, this Agreement shall not be assignable by operation of law or
otherwise by a party without the consent of the other parties. Any purported assignment without such consent is void ab initio.
Subject to the foregoing sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against
the permitted successors and assigns of each party.


 


(b)
Liability Several and Not Joint. The representations, warranties, covenants, agreements and obligations given or entered
into by the Stockholders under this Agreement are several and not joint with the representations, warranties, covenants, agreements
and obligations of any other Stockholder, and no Stockholder shall be responsible in any way for the performance, non-performance
or breach of the representations, warranties, covenants, agreements and obligations of any other Stockholder. In the event of
any damages arising out of the performance, non-performance or breach of terms of Agreement by two or more Stockholders, each
Stockholder shall be responsible only for the portion of such damages arising from such Stockholder’s own breach.


 


(c)
Third Party Beneficiaries. Except for any permitted assignment pursuant to Section 17(a), this Agreement is solely
for the benefit of the parties and is not enforceable by any other persons.


 


(d)
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared
to be the intention of the parties that the parties would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, void or unenforceable. In addition, the parties agree to
use their reasonable best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction
for any of such that is held invalid, void or unenforceable by a court of competent jurisdiction.


 






    15


     


    

 


(e)
Amendments and Waivers. Any amendment or modification of the terms and conditions set forth herein or any waiver of such
terms and conditions must be agreed to in a writing signed by each party. Neither the failure nor any delay by a party in exercising
any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.


 


(f)
Counterparts. This Agreement may be executed in one or more textually identical counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same agreement. Signatures to this Agreement transmitted by
facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other
electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect
as physical delivery of the paper document bearing the original signature.


 


(g)
Interpretation and Construction. Each of the parties acknowledges that it has been represented by counsel of its choice
throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the
advice of such counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement,
and any and all drafts relating thereto exchanged among the parties will be deemed the work product of all of the parties and
may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision
that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no
application and is hereby expressly waived by each of the parties, and any controversy over interpretations of this Agreement
will be decided without regard to events of drafting or preparation.


 


(h)
Headings. The headings set forth in this Agreement are for convenience of reference purposes only and will not affect or
be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision of this Agreement.


 


(i)
Other Agreements. Other than the Settlement Agreement (including the exhibits thereto) and the Confidentiality Agreement,
this Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and thereof and supersedes
all prior agreements, understandings, negotiations and discussions, whether oral or written.


 


 


 


[Signature
Pages Follow]







    16


     


    


 


IN
WITNESS WHEREOF, each of the parties has executed this Agreement, or caused the same to be executed by its duly authorized representative,
as of the date first above written.


 


	 	TEXAS
    PACIFIC LAND TRUST
	 	 
	 	By: 	/s/ David E. Barry
	 	Name: 	David E. Barry
	 	Title: 	Trustee
	 	 

	 	By: 	/s/ John R. Norris III
	 	Name:	John R. Norris III
	 	Title: 	Trustee


 


 


 





SIGNATURE PAGE TO STOCKHOLDERS’ AGREEMENT 









     


     


    

 


	 	Horizon
    Kinetics LLC
	 	 

	 	By: 	/s/ Jay Kesslen
	 	Name: 	Jay Kesslen
	 	Title: 	General Counsel
	 	 
	 	Horizon
                                         Kinetics Asset Management LLC

	 	 

	 	By: 	/s/ Jay Kesslen
	 	Name: 	Jay Kesslen
	 	Title: 	General Counsel



 


 


 





SIGNATURE PAGE TO STOCKHOLDERS’ AGREEMENT











     


     


    

 







	 	SoftVest
    Advisors, LLC
	 	 

	 	By: 	/s/ Eric L. Oliver
	 	Name: 	Eric L. Oliver
	 	Title:  	President
	 	 
	 	SoftVest,
    L.P.
	 	By: SoftVest GP I, LLC as general
    partner
	 	 

	 	By: 	/s/ Eric L. Oliver
	 	Name: 	Eric L. Oliver
	 	Title: 	President


 


 


 


SIGNATURE PAGE TO STOCKHOLDERS’ AGREEMENT









     


     


    

 


	 	Mission
    Advisors, LP
	 	 

	 	By: 	/s/ Dana F. McGinnis
	 	Name: 	Dana F. McGinnis
	 	Title:	Chief Investment Officer


 


 


 


SIGNATURE PAGE TO STOCKHOLDERS’ AGREEMENT









     


     


    

 


Exhibit
A


Form
of Confidentiality Agreement


 


Texas
Pacific Land Corporation


1700
Pacific Avenue, Suite 2900


Dallas,
TX 75201


[●],
2020






[Horizon][SoftVest][Mission]

[●]

[●]

Attn: [Horizon][SoftVest][Mission] Designee


 


Re:
Confidentiality Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement shall become effective upon the appointment of [●] [(the “[●] Designee”)] to the
Board of Directors (the “Board”) of Texas Pacific Land Corporation, a Delaware corporation (“TPL Corp”),
pursuant to the Stockholders’ Agreement, dated as of June 11, 2020 (the “Stockholders’ Agreement”),
by and among Texas Pacific Land Trust (the “Trust”), on the one hand, and Horizon Kinetics LLC (“Horizon
Kinetics”) and Horizon Kinetics Asset Management LLC (together with Horizon Kinetics and collectively with their Affiliates,
“Horizon”), SoftVest Advisors, LLC (“SoftVest Advisors”) and SoftVest, L.P. (together with
SoftVest Advisors and collectively with their Affiliates “SoftVest”), and Mission Advisors, LP (“Mission”),
on the other hand. Capitalized terms used and not otherwise defined herein have the meanings given to such terms in the Stockholders’
Agreement.


 


Upon
the terms of, and subject to the conditions in, this letter agreement, [Horizon][SoftVest][Mission] and its Representatives may
receive certain Confidential Information (as defined herein) about TPL Corp and its Affiliates from the [[●] Designee]
obtained in his or her capacity as a director of TPL Corp that is confidential or proprietary, the disclosure of which could harm
TPL Corp or its Affiliates. Notwithstanding any provisions in (or required approval pursuant to) any of TPL Corp’s Code
of Business Conduct and Ethics or Corporate Governance Guidelines to the contrary, TPL Corp understands and agrees that, upon
the terms of, and subject to the conditions in, this letter agreement, the [[●] Designee] may disclose Confidential Information
to [Horizon][SoftVest][Mission] or its Representatives, and that such disclosure on the terms of, and subject to the conditions
in, this letter agreement shall not constitute a breach of or failure to comply with TPL Corp’s Certificate of Incorporation
(as amended and as may be further amended from time to time), Bylaws (as amended and as may be further amended from time to time),
committee charters, corporate governance, ethics, conflict of interest, confidentiality, and similar governance documents that
are generally applicable to TPL Corp’s directors.


 




    A-1


     


    

 


		1.	The
                                         [[●] Designee] and [Horizon][SoftVest][Mission] understand and agree that the [[●]
                                         Designee], when acting in his or her capacity as a director of TPL Corp, shall be subject
                                         in all cases to the fiduciary duties owed to TPL Corp and its stockholders imposed by
                                         Delaware law. It is understood and agreed that the [[●] Designee] shall not disclose
                                         to any person or entity outside TPL Corp or to [Horizon][SoftVest][Mission] or its Representatives
                                         (a) any confidential or proprietary information of any third party in the possession
                                         of TPL Corp or any of its Affiliates for which the [[●] Designee] has actual knowledge,
                                         prior to such disclosure, that TPL Corp or any of its Affiliates is prohibited from disclosing
                                         pursuant to a contractual, fiduciary or other legal obligation or duty of confidentiality;
                                         and (b) any legal advice or information that is specifically identified to the [[●]
                                         Designee], prior to such disclosure, as protected by TPL Corp’s or any of its Affiliates’
                                         attorney-client privilege, attorney work-product privilege or any other applicable privilege
                                         (both with respect to internal or external legal counsel). Accordingly, and in furtherance
                                         of the foregoing, [Horizon][SoftVest][Mission] agrees not to claim or contend that TPL
                                         Corp has waived any attorney client privilege, work product doctrine or any other applicable
                                         privilege by permitting the proffer of information pursuant to this letter agreement.
                                         TPL Corp shall, as promptly as reasonably possible and in good faith, respond to any
                                         request by the [[●] Designee] for advice as to whether any particular Confidential
                                         Information is not to be disclosed by the [[●] Designee] in accordance with clause (a)
                                         or (b) above, or otherwise in accordance with applicable law, and the
                                         [[●] Designee] may, but shall not be required to, rely on such advice for purposes
                                         of this Section 1. The term “Representatives” shall mean
                                         (i) with respect to TPL Corp, members of the Board, officers, financial advisers
                                         and attorneys and (ii) with respect to [Horizon][SoftVest][Mission], any of its
                                         controlled affiliates and its and their partners, directors, officers or employees, attorneys,
                                         accountants and financial and other advisers (excluding, for the avoidance of doubt,
                                         any member of the Board).



 






    A-2


     


    

 


		2.	For
                                         purposes of this letter agreement, the term “Confidential Information”
                                         includes all non-public information (whether or not material to TPL Corp), entrusted
                                         to or obtained by a Board member by reason of his or her position as a director of TPL
                                         Corp, concerning or relating to TPL Corp that is furnished directly or indirectly by
                                         TPL Corp or any of its Representatives prior to the termination of this letter agreement,
                                         whether or not marked as confidential, whether furnished before or after the effective
                                         date of this letter agreement, whether oral, written or electronic, and regardless of
                                         the manner in which it is furnished, together with any notes, reports, summaries, analyses,
                                         compilations, forecasts, studies, interpretations, memoranda or other materials that
                                         contain, reference, reflect or are based upon, in whole or in part, any such information.
                                         In addition to information regarding Board and committee meetings, discussions, deliberations
                                         and decisions, Confidential Information includes, but is not limited to, non-public information
                                         that might be of use to competitors or harmful to TPL Corp, its customers, suppliers
                                         or other stakeholders if disclosed, including but not limited to: (a) non-public information
                                         about the TPL Corp’s financial condition, forecasts, prospects or plans, its marketing
                                         and sales programs and research and development information, as well as information relating
                                         to mergers and acquisitions, stock splits and divestitures; (b) non-public information
                                         concerning possible transactions with other companies or information about TPL Corp’s
                                         customers, suppliers or joint venture partners, which TPL Corp is under an obligation
                                         to maintain as confidential; and (c) non-public information about discussions, deliberations
                                         and decisions relating to business issues between and among TPL Corp’s employees,
                                         officers and directors. The term “Confidential Information” does not include
                                         information that (i) was within [Horizon][SoftVest][Mission]’s possession
                                         or the possession of any of its Representatives prior to the information being furnished
                                         to the [[●] Designee] by TPL Corp or TPL Corp’s Representatives; (ii) is
                                         or becomes available to [Horizon][SoftVest][Mission] or its Representatives from a source
                                         other than TPL Corp or TPL Corp’s Representatives; (iii) is or becomes generally
                                         available to the public; or (iv) has been or is independently developed by [Horizon][SoftVest][Mission]
                                         or its Representatives without the use of the Confidential Information or in violation
                                         of the terms of this letter agreement; provided, however, that, in the case of
                                         clauses (i), (ii) and (iii) above, such information was not known
                                         by [Horizon][SoftVest][Mission] or its Representatives to have been provided in violation
                                         of any contractual, fiduciary or other legal obligation of confidentiality owed to TPL
                                         Corp or an Affiliate thereof; provided further that, in the case of clauses
                                         (ii) and (iii) above, such information becomes available other than as a result
                                         of a disclosure by [Horizon][SoftVest][Mission] or its Representatives in violation of
                                         this letter agreement or in violation of any other confidentiality or non-use obligations.
                                         Notwithstanding the foregoing, specific aspects or details of Confidential Information
                                         shall not be deemed to be within the public domain or in [Horizon][SoftVest][Mission]’s
                                         possession on a non-confidential basis merely because Confidential Information is embraced
                                         by more general information in the public domain or in [Horizon][SoftVest][Mission]’s
                                         possession prior to the date hereof. Further, any combination of Confidential Information
                                         shall not be considered in the public domain or in [Horizon][SoftVest][Mission]’s
                                         possession on a non-confidential basis merely because individual elements of such Confidential
                                         Information are in the public domain or are in [Horizon][SoftVest][Mission]’s possession
                                         prior to the date hereof.



 


		3.	As
                                         a condition to [Horizon][SoftVest][Mission] or any of its Representatives being furnished
                                         with the Confidential Information, [Horizon][SoftVest][Mission] agrees to treat as confidential,
                                         and to instruct its Representatives to treat as confidential, any Confidential Information
                                         that is furnished to [Horizon][SoftVest][Mission] or its Representatives by or on behalf
                                         of the [[●] Designee], TPL Corp or TPL Corp’s Representatives in accordance
                                         with the provisions of this letter agreement and to take or abstain from taking, and
                                         to instruct its Representatives to take or abstain from taking, certain other actions
                                         as set forth herein. [Horizon][SoftVest][Mission] further agrees that it shall use the
                                         Confidential Information solely for the purpose of monitoring and evaluating [Horizon][SoftVest][Mission]’s
                                         investment in TPL Corp; provided, however, that [Horizon][SoftVest][Mission] may
                                         disclose the Confidential Information (a) to any of its Representatives who need
                                         to know such information for the purpose of monitoring and evaluating their investment
                                         in TPL Corp or (b) as TPL Corp may otherwise consent in writing. [Horizon][SoftVest][Mission]
                                         shall (i) inform any such Representative of the confidential nature of the Confidential
                                         Information and (ii) direct such Representative to keep the Confidential Information
                                         strictly confidential according to the terms of this letter agreement. [Horizon][SoftVest][Mission]
                                         agrees to be responsible for any breaches of any of the provisions of this letter agreement
                                         by any of its Representatives as if they were a party hereto (it being understood that
                                         such responsibility shall be in addition to and not by way of limitation of any right
                                         or remedy TPL Corp may have against [Horizon][SoftVest][Mission]’s Representatives
                                         with respect to such breach). This Agreement shall not, in and of itself, prohibit any
                                         Representatives of [Horizon][SoftVest][Mission] from conducting trades in securities
                                         of TPL Corp as long as such Representatives are not in possession of any Confidential
                                         Information at the time of such trades (and do not conduct such trades upon instruction
                                         of any Representative of [Horizon][SoftVest][Mission] who is in possession of any Confidential
                                         Information at such time).



 






    A-3


     


    

 


		4.	[Horizon][SoftVest][Mission]
                                         hereby acknowledges that it is aware (a) that the Confidential Information may contain
                                         material non-public information concerning TPL Corp and (b) that U.S. securities
                                         laws and regulations may restrict any person who has material, non-public information
                                         concerning an issuer from purchasing or selling securities of such issuer or communicating
                                         such information to any other person under circumstances in which it is reasonably foreseeable
                                         that such person is likely to purchase or sell such securities. [Horizon][SoftVest][Mission]
                                         agrees that it and its Representatives in possession of material non-public information
                                         concerning TPL Corp shall refrain from trading in the securities of TPL Corp in violation
                                         of U.S. securities laws and regulations while in possession of any such material
                                         non-public information. Each of TPL Corp and [Horizon][SoftVest][Mission] further acknowledges
                                         its respective acknowledgements and obligations as well as those of its Representatives
                                         (as applicable) under Section 8 of the Stockholders’ Agreement.



 


		5.	Notwithstanding
                                         anything to the contrary provided in this letter agreement, in the event [Horizon][SoftVest][Mission]
                                         or any of its Representatives receives a request pursuant to a Legal Requirement or is
                                         otherwise required pursuant to applicable law, regulation or the rules of any governmental,
                                         national securities exchange or other regulatory authority to disclose all or any part
                                         of the Confidential Information (as determined based on the advice of outside legal counsel),
                                         [Horizon][SoftVest][Mission] agrees, and agrees to instruct its Representatives, to the
                                         extent permitted by applicable law, (a) to promptly notify TPL Corp of the existence,
                                         terms and circumstances surrounding such Legal Requirement or other requirement and (b) to
                                         cooperate with TPL Corp in seeking a protective order or other appropriate remedy to
                                         the extent available under the circumstances. In the event that such protective order
                                         or other remedy is not obtained or not available or that TPL Corp waives compliance with
                                         the provisions hereof, [Horizon][SoftVest][Mission] or its Representatives, as the case
                                         may be, (i) may disclose only that portion of the Confidential Information which
                                         [Horizon][SoftVest][Mission] or its Representatives are advised by its outside legal
                                         counsel, is legally required to be disclosed, (ii) shall inform the recipient of
                                         such Confidential Information of the existence of this letter agreement and the confidential
                                         nature of such Confidential Information and (iii) shall exercise reasonable efforts
                                         to obtain assurances that confidential treatment will be accorded to the Confidential
                                         Information. For the avoidance of doubt, it is understood and agreed that there shall
                                         be no Legal Requirement, “applicable law,” “regulation” or “rule”
                                         requiring any party or any of its Representatives to make any disclosure of any kind
                                         solely by virtue of the fact that, absent such disclosure, would be prohibited from purchasing,
                                         selling or engaging in voluntary transactions with respect to the securities of the Trust
                                         or TPL Corp or such person would be unable to file any proxy materials or tender or exchange
                                         offer materials in compliance with Section 14 of the Exchange Act or the rules promulgated
                                         thereunder.



 






    A-4


     


    

 


		6.	Within
                                         10 days following the termination of this letter agreement in accordance with its
                                         terms and at [Horizon][SoftVest][Mission]’s option, [Horizon][SoftVest][Mission]
                                         and its Representatives shall either promptly (a) destroy the Confidential Information
                                         and any copies thereof or (b) return to TPL Corp all Confidential Information and
                                         any copies thereof, and in either case, certify in writing to TPL Corp that all such
                                         material has been destroyed or returned, as applicable, in compliance with this letter
                                         agreement; provided, however, that [Horizon][SoftVest][Mission] and its Representatives
                                         shall be permitted to retain Confidential Information (i) to the extent necessary to
                                         comply with applicable law, professional standards or generally applicable document retention
                                         policies of [Horizon][SoftVest][Mission] or its Representatives or (ii) to the extent
                                         disclosed pursuant to an Legal Requirement. To the extent any Confidential Information
                                         is retained pursuant to the preceding sentence, [Horizon][SoftVest][Mission] and its
                                         Representatives shall continue to be bound by the obligations contained herein with respect
                                         to such Confidential Information retained by [Horizon][SoftVest][Mission] or its Representatives
                                         for such period of time as [Horizon][SoftVest][Mission] and its Representatives shall
                                         possess such Confidential Information.



 


		7.	During
                                         the term of this letter agreement and continuing for a period of 18 months following
                                         the termination of this letter agreement, [Horizon][SoftVest][Mission] and its Representatives
                                         shall not, without the prior written approval of the Board, directly or indirectly, for
                                         [Horizon][SoftVest][Mission] or on behalf of, or in conjunction with, any other person
                                         or entity of any nature, solicit, canvass, approach, or induce any employee or contractor
                                         of TPL Corp to terminate his, her or its employment or engagement with TPL Corp or any
                                         of its Affiliates or Associates, other than by means of a general advertisement that
                                         is not directed at any particular employee or contractor of TPL Corp.



 


		8.	[Horizon][SoftVest][Mission]
                                         agrees that it shall, at [Horizon][SoftVest][Mission]’s sole expense, use its reasonable
                                         best efforts to undertake all measures necessary or appropriate, including, without limitation,
                                         court proceedings, (a) to restrain the Representatives of [Horizon][SoftVest][Mission]
                                         from prohibited or unauthorized disclosure or use of any Confidential Information and
                                         (b) to safeguard and protect the confidentiality of the Confidential Information
                                         disclosed to [Horizon][SoftVest][Mission] or any of its Representatives and to prevent
                                         the use of any Confidential Information in any way that would violate any applicable
                                         law or this letter agreement. [Horizon][SoftVest][Mission] shall notify TPL Corp promptly,
                                         in writing, of any misuse, misappropriation or unauthorized disclosure of any Confidential
                                         Information which may come to [Horizon][SoftVest][Mission]’s attention. [Horizon][SoftVest][Mission]
                                         shall be responsible for any breach of this letter agreement by [Horizon][SoftVest][Mission]
                                         and any deemed breach of this letter agreement by any of [Horizon][SoftVest][Mission]’s
                                         Representatives and by any other person to whom [Horizon][SoftVest][Mission] discloses
                                         any Confidential Information, whether or not such disclosure is permitted hereunder,
                                         as if such Representatives or other persons were parties hereto and had [Horizon][SoftVest][Mission]’s
                                         obligations hereunder.



 






    A-5


     


    

 


		9.	[Horizon][SoftVest][Mission]
                                         acknowledges and agrees that TPL Corp would be irreparably injured by an actual breach
                                         of this letter agreement and that monetary remedies would be inadequate to protect TPL
                                         Corp against any actual or threatened breach or continuation of any breach of this letter
                                         agreement. Without prejudice to any other rights and remedies otherwise available to
                                         TPL Corp under this letter agreement, TPL Corp shall be entitled to equitable relief
                                         by way of injunction or otherwise and specific performance of the provisions hereof upon
                                         satisfying the requirements to obtain such relief, without the necessity of posting a
                                         bond or other security, if [Horizon][SoftVest][Mission] or any of its Representatives
                                         breach or threaten to breach any provision of this letter agreement. Such remedy shall
                                         not be deemed to be the exclusive remedy for a breach of this letter agreement but shall
                                         be in addition to all other remedies available at law or equity to the non-breaching
                                         party.



 


		10.	[Horizon][SoftVest][Mission]
                                         agrees that (a) none of TPL Corp or its Representatives shall have any liability
                                         to [Horizon][SoftVest][Mission] or any of its Representatives resulting from the selection,
                                         use or content of the Confidential Information by [Horizon][SoftVest][Mission] or its
                                         Representatives and (b) none of TPL Corp or its Representatives makes any representation
                                         or warranty, express or implied, as to the accuracy or completeness of any Confidential
                                         Information. This letter agreement shall not create any obligation on the part of TPL
                                         Corp or its Representatives to provide [Horizon][SoftVest][Mission] or its Representatives
                                         with any Confidential Information, nor shall it entitle [Horizon][SoftVest][Mission]
                                         or its Representatives to participate in any meeting of the Board or any committee thereof.
                                         All Confidential Information shall remain the property of TPL Corp and its Affiliates.
                                         Neither [Horizon][SoftVest][Mission] nor any of its Representatives shall by virtue of
                                         any disclosure of, and/or [Horizon][SoftVest][Mission]’s or its Representatives’
                                         use of, any Confidential Information acquire any rights with respect thereto; all such
                                         rights shall remain exclusively with TPL Corp and its Affiliates. [Horizon][SoftVest][Mission]
                                         and its Representatives shall not initiate contact with any officer or employee of TPL
                                         Corp concerning Confidential Information other than as permitted by the terms of the
                                         Stockholders’ Agreement, unless otherwise approved in writing by TPL Corp; provided,
                                         however, the restrictions set forth in this sentence shall not apply to the [[●]
                                         Designee], acting in his capacity as a member of the Board, or any other officer or employee
                                         of TPL Corp who is also serving as a director.



 


		11.	Except
                                         as otherwise set forth herein, this letter agreement and the obligations and restrictions
                                         hereunder shall terminate 24 months from the earlier of (a) the date on which
                                         the [[●] Designee] ceases to be a director of TPL Corp and (b) the date on
                                         which [Horizon][SoftVest][Mission] delivers written notice to TPL Corp that it no longer
                                         wishes to receive any Confidential Information under this Agreement; provided, however,
                                         that any liability for breach of this letter agreement prior to termination under
                                         this Section 11 shall survive such termination.



 


		12.	No
                                         failure or delay by any party or any of its Representatives in exercising any right,
                                         power or privilege under this letter agreement shall operate as a waiver thereof, and
                                         no modification hereof shall be effective, unless in writing and signed by [Horizon][SoftVest][Mission]
                                         and TPL Corp.



 






    A-6


     


    

 


		13.	The
                                         illegality, invalidity or unenforceability of any provision hereof under the laws of
                                         any jurisdiction shall not affect its legality, validity or enforceability under the
                                         laws of any other jurisdiction, nor the legality, validity or enforceability of any other
                                         provision hereof.



 


		14.	This
                                         letter agreement shall be governed by and construed in accordance with the laws of the
                                         State of Delaware, without giving effect to conflict of laws principles that would require
                                         the application of laws of another jurisdiction. Each party hereto hereby irrevocably
                                         and unconditionally consents to the exclusive institution and resolution of any Legal
                                         Proceeding with respect to or arising out of this letter agreement brought by any party
                                         hereto in the Court of Chancery of the State of Delaware or, if such Court does not have
                                         subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction
                                         is vested exclusively in the Federal courts of the United States, the Federal courts
                                         of the United States sitting in the State of Delaware, and any appellate court from any
                                         such state or Federal court. Each party hereto hereby irrevocably and unconditionally
                                         waives any objection to the laying of venue of any Legal Proceeding with respect to or
                                         arising out of this letter agreement in such court, and further irrevocably and unconditionally
                                         waives and agrees not to plead or claim in any such court that any such Legal Proceeding
                                         brought in any such court has been brought in an inconvenient forum. The parties agree
                                         that a final judgment in any such dispute shall be conclusive and may be enforced in
                                         other jurisdictions by suits on the judgment or in any other manner provided by law.
                                         EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY
                                         LEGAL PROCEEDING WITH RESPECT TO OR ARISING OUT OF THIS LETTER AGREEMENT.



 


		15.	In
                                         addition, in the event of a Legal Proceeding relating to this letter agreement or the
                                         Stockholders’ Agreement between TPL Corp and [Horizon][SoftVest][Mission], if the
                                         [[●] Designee] incurs any legal or other fees, costs or expenses in his or her
                                         capacity as a deponent, witness or other nonparty, the breaching party shall promptly,
                                         upon demand therefor, reimburse the [[●] Designee] for all such reasonable fees,
                                         costs and expenses.



 


		16.	Any
                                         notice or other communication required or permitted under this letter agreement to TPL
                                         Corp or [Horizon][SoftVest][Mission] shall be provided pursuant to Section 12 of
                                         the Stockholders’ Agreement.



 


		17.	Other
                                         than the Settlement Agreement (including the exhibits thereto) and the Stockholders’
                                         Agreement (including the exhibits thereto), this letter agreement constitutes the only
                                         agreement between the parties hereto with respect to the subject matter hereof and thereof
                                         and supersede all prior agreements, understandings, negotiations and discussions, whether
                                         oral or written. This letter agreement may be amended only by an agreement in writing
                                         executed by TPL Corp and [Horizon][SoftVest][Mission].



 


		18.	This
                                         letter agreement will be binding upon and inure to the benefit of the parties hereto
                                         and their respective successors and assigns. Except for any assignment to any acquirer
                                         of TPL Corp or of all, or substantially all, of TPL Corp’s assets, any assignment
                                         of this letter agreement by [Horizon][SoftVest][Mission] (including by operation of law)
                                         or the [[●] Designee] without the prior written consent of TPL Corp shall be void
                                         ab initio. Any acquirer of TPL Corp or of all, or substantially all, of TPL
                                         Corp’s assets shall be entitled to the benefits of this letter agreement, whether
                                         or not this letter agreement is assigned to such acquirer.



 


		19.	This
                                         letter agreement may be executed in separate counterparts (including by fax, .jpeg, .gif,
                                         .bmp and .pdf), each of which when so executed shall be an original, but all such counterparts
                                         shall together constitute one and the same instrument.



 


[Signature
Pages Follow]


 






    A-7


     


    

  


	 	Very
    truly yours,
	 	 
	 	Texas
    Pacific Land Corporation
	 	 
	 	By: 	 
	 	Name: 	                
	 	Title: 	 


 


 


 


SIGNATURE PAGE TO CONFIDENTIALITY AGREEMENT









     


     


    

 


ACCEPTED
AND AGREED TO BY:


	[[●]
Designee]
	 
	 	 
	By: 	                                         	 
	Name: 	[●]	 
	Title: 	[●]	 
	 	 
	[Horizon][SoftVest][Mission]	 
	 	 
	By: 	 	 
	Name: 	[●]	 
	Title: 	[●]	 


 


 


 






SIGNATURE PAGE TO CONFIDENTIALITY AGREEMENT