Exhibit 10.1


 


GENERAL
RELEASE AND SEPARATION AGREEMENT


 


Reference
is made to that certain Employment Agreement dated as
of April 19, 2019 (the “Agreement”) between Falcon Minerals Corporation and me. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Agreement.


 


Section
I. I, Daniel C. Herz (sometimes referred to herein as
the “Executive”), in consideration of and subject to the performance by Falcon Minerals Corporation (together with
its subsidiaries, the “Company”) of its obligations under this General Release and Separation Agreement (this “General
Release”) do hereby release and forever discharge as of the date hereof the Company and its respective affiliates and all present,
former and future managers, directors, officers, employees, successors and assigns of the Company and its affiliates and direct or indirect
owners and shareholders (collectively, the “Released Parties”) to the extent provided below. The Released Parties
are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance
with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used but not otherwise defined herein
shall have the meanings ascribed to them in the Agreement.


 


		1.	a.
                                            My employment or service with the Company and its affiliates terminated as of the start of
                                            business on June 28, 2021 (the “Separation Date”) as a result of the mutual
                                            agreement of me and the Company, and I hereby resign from any position as an officer, member
                                            of the board of managers or directors (as applicable) or fiduciary of the Company or its
                                            affiliates (or reaffirm any such resignation that may have already occurred). I understand
                                            the payments and benefits payable to me pursuant to this General Release other than the Accrued
                                            Benefits (collectively, the “Separation Benefits”) represent, in part,
                                            consideration for signing this General Release and are not salary, wages or benefits to which
                                            I was already entitled. I understand and agree that I will not receive the Separation Benefits
                                            specified in this General Release unless I execute this General Release and do not revoke
                                            this General Release within the time period permitted hereafter. I understand and agree that
                                            the Separation Benefits are subject to my compliance with Sections 9 (other than Section
                                            9(b)) and 10 of the Agreement, which (as noted below) expressly survive my termination of
                                            employment and the execution of this General Release. Such Separation Benefits will not be
                                            considered compensation for purposes of any employee benefit plan, program, policy or arrangement
                                            maintained or hereafter established by the Company or its affiliates.



 


		b.	The
Separation Benefits payable by the Company pursuant to this General Release are as follows (and in each case will be payable less such
federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation):



 


		●	A
                                            Pro Rata Bonus for 2021 in the amount of $643,835.61, payable in cash on the first payroll
                                            coincident or following the date on which this General Release became effective and irrevocable
                                            (the “Release Effective Date”);



 


		●	Severance
                                            (the “Severance”) in the amount of $125,000 payable in cash on the earlier
                                            of (i) the first payroll coincident or following the Release Effective Date and (ii)
                                            August 1, 2021;



 


		●	Additional
                                            severance (the “Additional Severance”) in the amount of $1,000,000, payable
                                            in cash as follows: (i) fifty percent (50%) on the first (1st) anniversary
                                            of the Separation Date; and (ii) fifty percent (50%) on the second (2ND) anniversary
                                            of the Separation Date, provided, however, that, in the event of a “Change
                                            in Control” (as defined in the Company’s 2018 Long-Term Incentive Plan), any
                                            unpaid portion of the Additional Severance shall be payable on the consummation of such Change
                                            in Control (the Pro Rata Bonus, the Severance and the Additional Severance, collectively,
                                            the “Severance Payments”);



 




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		●	The
                                            Compensation Committee of the Board has approved the following treatment of certain of my
                                            unvested equity awards in the Company (with all other unvested equity awards, including,
                                            without limitation, all unvested performance awards being forfeited for no consideration
                                            upon the last day of my employment in accordance with their terms), with such treatment subject
                                            to this General Release becoming effective and irrevocable and the other terms and conditions
                                            set forth herein:



 


		●	The
                                            Compensation Committee, the Company and I acknowledge and agree that with respect to that
                                            certain Restricted Stock Award dated April 19, 2019, I will vest in the remaining 66,667
                                            unvested shares (and related dividends) on the earlier of (i) August 23, 2021, and (ii) my
                                            last date of employment;



 


		●	With
                                            respect to that certain Restricted Stock Award Agreement dated March 13, 2020, 30,111 of
                                            the unvested shares (the “2020 Unvested Shares”) will remain outstanding
                                            and will vest as follows: (i) fifty percent (50%) on the first (1st) anniversary
                                            of the Separation Date; and (ii) fifty percent (50%) on the second (2ND) anniversary
                                            of the Separation Date, provided, however, that, in the event of a Change in
                                            Control, any then-unvested portion of the 2020 Unvested Shares shall vest on the date of
                                            the Change in Control;* and



 


		●	With
                                            respect to that certain Restricted Stock Award Agreement dated February 15, 2021, 32,020
                                            of the unvested shares (the “2021 Unvested Shares”) will remain outstanding
                                            and will vest as follows: (i) fifty percent (50%) on the first (1st) anniversary
                                            of the Separation Date; and (ii) fifty percent (50%) on the second (2nd) anniversary
                                            of the Separation Date, provided, however, that, in the event of a Change in
                                            Control, any then-unvested portion of the 2021 Unvested Shares shall vest on the date of
                                            the Change in Control.*



 


*
To the extent the Company determines that there is any withholding obligation in connection with the vesting of the 2020 Unvested Shares
or the 2021 Unvested Shares, I and the Company have agreed that in connection with such withholding obligation that the Company shall
retain a sufficient number of shares to satisfy my tax withholding obligations, in which case I understand that the number of shares
being released to me (or eligible to be released to me) will be reduced to cover such withholding.


 






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		●	COBRA
                                            Reimbursement, subject to my (and/or my spouse and covered dependents’) timely election
                                            of continuation coverage under COBRA, for one year following the Separation Date.


 


		2.	Except
                                            as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which
                                            expressly survive the termination of my employment with the Company, I hereby knowingly and
                                            voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever
                                            discharge the Company and the other Released Parties from any and all claims, suits, controversies,
                                            actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages,
                                            liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’
                                            fees, or liabilities of any nature whatsoever in law and in equity, both past and present
                                            (through the date that this General Release becomes effective and enforceable) and whether
                                            known or unknown, suspected, or claimed against the Company or any of the Released Parties
                                            which I, my spouse, or any of my heirs, executors, administrators or assigns, may have against
                                            the Company or any of the Released Parties occurring at any time prior to the date I sign
                                            this General Release, including without limitation, that arise out of or are connected with
                                            my employment with, or my separation or termination from, the Company (including, but not
                                            limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights
                                            Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment
                                            Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay
                                            Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical
                                            Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement
                                            Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards
                                            Act; or their state or local counterparts; or under any other federal, state or local civil
                                            or human rights law, or under any other local, state, or federal law, regulation or ordinance;
                                            or under any public policy, contract or tort, or under common law; or arising under any policies,
                                            practices or procedures of the Company; or any claim for wrongful discharge, breach of contract,
                                            infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses,
                                            including attorneys’ fees incurred in these matters) (all of the foregoing collectively
                                            referred to herein as the “Claims”).



 


		3.	I
                                            represent that I have made no assignment or transfer of any right, claim, demand, cause of
                                            action, or other matter covered by paragraph 2 above.



 


		4.	I
                                            agree that this General Release does not waive or release any rights or claims that I may
                                            have under the Age Discrimination in Employment Act of 1967 which arise after the date I
                                            execute this General Release. I acknowledge and agree that my separation from employment
                                            with the Company in compliance with the terms of the Agreement shall not serve as the basis
                                            for any claim or action (including, without limitation, any claim under the Age Discrimination
                                            in Employment Act of 1967).



 


		5.	I
                                            agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief
                                            from any or all Released Parties of any kind whatsoever in respect of any Claim, including,
                                            without limitation, reinstatement, back pay, front pay, and any form of injunctive relief.
                                            Notwithstanding the above, I further acknowledge that I am not waiving and am not being required
                                            to waive any right that cannot be waived under law, including the right to file an administrative
                                            charge or participate in an administrative investigation or proceeding; provided, however,
                                            that I disclaim and waive any right to share or participate in any monetary award resulting
                                            from the prosecution of such charge or investigation or proceeding. Additionally, I am not
                                            waiving any claims or rights (i) to the Accrued Benefits or the Separation Benefits to which
                                            I am entitled under this General Release, (ii) relating to directors’ and officers’
                                            liability insurance coverage or any right of indemnification or advancement of expenses under
                                            the Company’s organizational documents, the Agreement or otherwise, (iii) as an equity
                                            or security holder in the Company or its affiliates, (iv) arising under Section 9(d) of the
                                            Agreement for any period following the date hereof; or (v) with respect to vested benefits
                                            under any of the Company’s benefit plans.



 




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		6.	In
                                            signing this General Release, I acknowledge and intend that it shall be effective as a bar
                                            to each and every one of the Claims hereinabove mentioned or implied. I expressly consent
                                            that this General Release shall be given full force and effect according to each and all
                                            of its express terms and provisions, including those relating to unknown and unsuspected
                                            Claims (notwithstanding any state or local statute that expressly limits the effectiveness
                                            of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as
                                            those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree
                                            that this waiver is an essential and material term of this General Release and that without
                                            such waiver the Company would not have agreed to the terms of the Agreement. I further agree
                                            that in the event I should bring a Claim seeking damages against the Company, or in the event
                                            I should seek to recover against the Company in any Claim brought by a governmental agency
                                            on my behalf, this General Release shall serve as a complete defense to such Claims to the
                                            maximum extent permitted by law. I further agree that I am not aware of any pending claim
                                            of the type described in paragraph 2 above as of the execution of this General Release.



 


		7.	I
                                            agree that neither this General Release, nor the furnishing of the consideration for this
                                            General Release, shall be deemed or construed at any time to be an admission by the Company,
                                            any Released Party or myself of any improper or unlawful conduct.



 


		8.	I
                                            agree that if I violate this General Release by suing the Company or the other Released Parties
                                            (other than a lawsuit solely seeking to invalidate this General Release for any alleged failure
                                            to comply with the Older Workers Benefit Protection Act), I will pay all costs and expenses
                                            of defending against the suit incurred by the Released Parties, including reasonable attorneys’
                                            fees.



 


		9.	Without
                                            expanding any right I may have under applicable law or limiting any obligation I owe, any
                                            non-disclosure provision in this General Release does not prohibit or restrict me (or my
                                            attorney) from discussing any issue with the Securities and Exchange Commission (SEC), the
                                            Financial Industry Regulatory Authority (FINRA), any other self- regulatory organization
                                            or any governmental entity or receiving any SEC awards.



 




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		10.	I
                                            hereby acknowledge that Sections 7 through 14, 19 through 22 and 24 of the Agreement shall
                                            survive my execution of this General Release (and all such Sections of the Agreement, including
                                            without limitation, Section 9(a) (Confidentiality), Section 9(c) (Nonsolicitation Noninterference),
                                            Section 9(d) (NonDisparagement), Section 9(e) (Inventions), Section 9(f) (Return of Company
                                            Property), Section (g) (Reasonableness of Covenants), Section 9(h) (Reformation), Section
                                            9(i)(Tolling), Section 9(j) (Survival of Provisions), Section 10 (Cooperation), Section 12
                                            (Equitable Relief and Other Remedies), and Section 24(c) are expressly hereby incorporated
                                            by reference as if fully set forth herein), except that I understand that the Company is
                                            hereby waiving enforcement of, and I shall have no obligation under, Section 9(b)(Noncompetition)
                                            of the Agreement and the Company has agreed that I may retain my Company provided computer.
                                            I affirm, acknowledge and agree that I continue to be subject to the restrictive covenants
                                            and other provisions contained in Section 9 of the Agreement (other than Section 9(b)) and
                                            the cooperation provisions contained in Section 10 of the Agreement and that such affirmation,
                                            acknowledgment and agreement is a material term of this General Release, absent which the
                                            Company would not enter into this General Release. For the avoidance of doubt, and without
                                            limitation, my agreement in Section 9(d) of the Agreement not to make negative comments or
                                            otherwise disparage the Company or its officers, directors, employees, shareholders, agents
                                            or products continues in full force and effect following the Separation Date and is not limited
                                            to the period while I was employed by the Company and shall continue to bind me at all times
                                            after my Separation Date. In addition, in consideration of the Separation Benefits provided
                                            hereunder, (i) I agree that such non-disparagement obligation shall also prohibit me, during
                                            and at any time after the “Restricted Period” (as defined in the Agreement and
                                            modified herein), from making any negative, critical, derogatory, or harmful comments or
                                            otherwise disparaging the current or former officers, directors, employees, shareholders,
                                            agents, or products of the Company or of the Company’s direct and indirect owners and
                                            shareholders (to the extent such officers, directors, employees, agents, owners and shareholders
                                            are known by me to be officers, directors, employees, agents, owners or shareholders of the
                                            Company or the Company’s direct and indirect owners and shareholders), including Blackstone
                                            and its affiliated funds that have a direct or indirect ownership interest in the Company,
                                            in each case in their capacity as officers, directors, employees, owners, shareholders and
                                            agents of the Company or the Company’s direct and indirect owners and shareholders
                                            (including, without limitation, their involvement with the Company as a result of such capacity),
                                            and (ii) the “Restricted Period” in the Agreement shall be deemed for
                                            all purposes (including for purposes of Section 9(c) of the Agreement) to mean the period
                                            beginning on the Separation Date and ending on the second (2nd) anniversary thereof.
                                            I further agree that, for purposes of the foregoing and the Company’s obligations under
                                            Section 9(d), the term “disparage” includes, without limitation, communications,
                                            comments or statements to the press (or any other media source, outlet, or forum, including
                                            any reporters, interviews, bloggers, weblogs, websites, chat rooms, newspapers, magazines,
                                            periodicals, journals, television stations or productions, radio stations or programs, or
                                            news organizations), to the Company’s employees or to any individual or entity with
                                            whom the Company has a business relationship, or any statement, that in each case is intended
                                            to, or can be reasonably expected to, damage any of the Company’s current or former
                                            officers, directors, employees, shareholders, agents or products. For avoidance of doubt,
                                            this provision and Section 9(d) of the Agreement shall not be violated by truthful statements
                                            in response to legal process, required governmental testimony or filings, or administrative
                                            or arbitral proceedings (including, without limitation, depositions in connection with such
                                            proceeding). For the avoidance of doubt, and without limitation, the Company will comply
                                            with its obligations under Section 9(d) of the Agreement. I also agree, and understand that
                                            the Company agrees, that Sections 18 (Arbitration) and 21 (Governing Law; Waiver of Jury
                                            Trial) of the Agreement are incorporated herein by reference and shall apply mutatis mutandis
                                            to this General Release and any dispute or controversy arising under or in connection
                                            with this General Release; provided, however, that I shall pay all of my own costs and expenses
                                            and the Company shall pay all of its own costs and expenses, in each case, including, without
                                            limitation, its or my own legal fees and expenses, even if I or the Company prevail on any
                                            material issue involved in such dispute or controversy.



 


		11.	I
                                            agree that in the event that a Clawback Event (as defined below) occurs, I will (to the extent
                                            already paid to me) repay to the Company one hundred percent (100%) of the pre-tax value
                                            of the Severance Payments and shall forfeit any Severance Payments that have not yet been
                                            paid to me and shall forfeit the 2020 Unvested Shares and the 2021 Unvested Shares (collectively,
                                            the “Clawback Amount”), all within thirty (30) days of the Company’s
                                            written request of repayment accompanied by reasonably detailed supporting documentation.
                                            I ALSO AGREE, AND THE COMPANY AGREES, THAT THE PRECISE AMOUNT OF DAMAGES FLOWING FROM ANY
                                            VIOLATION OF THE SPECIFIED AGREEMENTS WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO CALCULATE
                                            OR PROVE, AND THAT THE CLAWBACK AMOUNT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES THAT
                                            WOULD BE SUFFERED BY THE COMPANY IN THE EVENT OF A CLAWBACK EVENT AND THAT THE REMEDIES SET
                                            FORTH IN THIS PARAGRAPH ARE NOT EXCLUSIVE AND SHALL BE IN ADDITION TO ANY OTHER NON-FINANCIAL
                                            LEGAL OR EQUITABLE REMEDY THAT MAY BE AVAILABLE. For purposes of this Agreement, “Clawback
                                            Event” means (i) any act or omission (whether or not constituting misconduct) by
                                            me that is a significant contributing factor to the Company having to restate its financial
                                            statements, (ii) the Company discovers within 12 months following the Separation Date that
                                            I engaged in conduct that would have been a basis for termination for Cause under my Employment
                                            Agreement when I was employed, and which causes a material and adverse reputational or other
                                            financial harm to the Company, or (iii) I breach in any material respect any provision of
                                            this Agreement, including without limitation Section 11 hereof or any of the restrictive
                                            covenants and other provisions contained in Section 9 of the Agreement (other than Section
                                            9(b)); provided, however, that the Company shall first provide written notice to me setting
                                            forth in reasonable detail the claimed Clawback Event within six (6) months of the Company’s
                                            actual knowledge of such Clawback Event and provide me with fifteen (15) days to cure, to
                                            the extent curable (provided that I shall not be permitted to cure the same or substantially
                                            similar act, omission, conduct or breach more than once in any 12-month period and, for the
                                            avoidance of doubt, I shall not be entitled to cure any act, omission, conduct or breach
                                            that was intentional).



 




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		12.	I
                                            represent that I am not aware of any claim by me other than the claims that are released
                                            by this General Release. I acknowledge that I may hereafter discover claims or facts in addition
                                            to or different than those which I now know or believe to exist with respect to the subject
                                            matter of the release set forth in paragraph 2 above and which, if known or suspected at
                                            the time of entering into this General Release, may have materially affected this General
                                            Release and my decision to enter into it.



 


		13.	Notwithstanding
                                            anything in this General Release to the contrary, this General Release shall not relinquish,
                                            diminish, or in any way affect any rights or claims arising out of any breach by the Company
                                            or by any Released Party of the Agreement after the date hereof.



 


BY
SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:


 


		1.	I
                                            HAVE READ IT CAREFULLY;



 


		2.	I
                                            UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT
                                            NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED,
                                            TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS
                                            WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
                                            AMENDED;



 


		3.	I
                                            VOLUNTARILY CONSENT TO EVERYTHING IN IT;



 


		4.	I
                                            HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR,
                                            AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;



 


		5.	I
                                            MAY NOT SIGN THIS AGREEMENT BEFORE THE SEPARATION DATE AND I HAVE HAD AT LEAST 21 DAYS FROM
                                            THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT
                                            OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED
                                            21-DAY PERIOD;



 


		6.	I
                                            UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER MY EXECUTION OF THIS RELEASE TO REVOKE IT AND
                                            THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS
                                            EXPIRED;



 


		7.	I
                                            HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL
                                            RETAINED TO ADVISE ME WITH RESPECT TO IT; AND



 




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		8.	Upon
                                            its effectiveness, this General Release (together with the surviving provisions of the Agreement)
                                            and any benefit plans relating to the Accrued Amounts) contains the entire agreement and
                                            understanding of the parties relating to the subject matter hereof and supersedes and replaces
                                            all prior and contemporaneous agreements, representations and understandings (whether oral
                                            or written) regarding the subject matter hereof. I acknowledge that no promises or representations,
                                            oral or written, have been made by the Company or any of the other Released Parties other
                                            than those expressly stated herein and in the sections of the Agreement referenced herein,
                                            and that I have not relied on any other promises or representations in signing this General
                                            Release.



 


		9.	I
                                            AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR
                                            MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE
                                            COMPANY AND BY ME.



 


Section
II. The Company agrees to the Separation Benefits as provided for herein and the terms and represents that the Board of Directors of
the Company has approved the benefits and terms and conditions of this General Release. The Company further agrees that it has waived
Section 9(b) of the Agreement and acknowledges its obligations under Section 9(d) of the Agreement, as further revised herein. The Company
further affirms its obligations under Section 9(d) of the Agreement and further acknowledges that it shall instruct its current officers
and directors and its shareholder Blackstone and Blackstone’s affiliated funds that have a direct or indirect ownership interest
in the Company, and all current Blackstone employees who were on the board of directors of the Company at any time during the Executive’s
employment, in each case, during the period in which such individual’s continue to have an employment or service relationship with
the Company, Blackstone or such affiliated funds of Blackstone, not to make any negative, critical, derogatory, or harmful comments or
otherwise disparaging comment regarding the Executive. The Company acknowledges and agrees that the Executive’s cellular phone
and related number are, as between the Company and the Executive, his own personal device and property and not the Company’s and
has agreed that the Executive may retain his Company provided laptop computer following the Separation Date; provided, however, that
(i) the Company shall have the right to delete or remove any Company property, Company confidential information, trade secrets or licensed
software from the laptop computer (and you agree to provide the Company with access to the laptop computer for such purpose) and (ii)
the fair market value of such laptop computer may, if required by applicable federal and state tax laws, be reported as income to you
on an IRS Form W-2 and on a comparable State tax form. Further, the Company acknowledges that in accordance with Section 9(f) of the
Agreement, the Executive may retain the Executive’s Outlook contacts and calendar (or similar items) provided that such items only
include contact and calendar information. The Company shall, on or promptly following the Release Effective Date, directly pay the Executive’s
reasonable attorney’s fees in connection with the negotiation of this General Release, up to a maximum of $25,000 and subject to
appropriate documentation that such fees have been incurred by the Executive (and subject to the Company’s receipt of a completed
W-9 form from the Executive’s attorneys).


 




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Section
III. The Executive and the Company agree that this General Release and the Agreement are confidential and agree not to disclose any information
regarding the terms of this General Release or the Agreement, except (i) for the Executive to his immediate family and any tax, legal
or other counsel he has consulted regarding the meaning or effect hereof or consults in the future with respect to the meaning, effect
or enforcement of this Agreement or as required by law, and the Executive will instruct each of the foregoing not to disclose the same
to anyone, and (ii) for the Company, provided that the foregoing will not restrict the ability
of the Company to (a) file this Agreement as an exhibit to a filing it may make with the SEC and to make disclosures regarding the transactions
provided for by this Agreement to the extent the Company reasonably believes necessary to enable the Company to comply with securities
laws and SEC regulations, the rules of any stock exchange, or the requirements of any filing or registration made by the Company as the
issuer of publicly traded securities or as part of information provided to its investors and/or financial analysts, (b) disclose
and provide copies of this Agreement to its (1) affiliates, and (2) the Company’s and its affiliates’ respective directors,
officers, employees, agents, partners, members, financing sources, advisors and representatives who have a business reason to know, or
(c) any tax, legal or other counsel the Company has consulted regarding the meaning or effect hereof or consults in the future with respect
to the meaning, effect or enforcement of this Agreement or as required by law. The Executive and the Company agree that the Executive’s
termination is as a result of the mutual agreement of the parties (but will be treated as a termination as a result of non-extension
(with waiver of Section 9(b) of the Agreement) for purposes of the Agreement). In connection with the Executive’s separation, the
Company will issue a press release on or about June 28, 2021, in the form attached hereto as Exhibit A and the Company and the Executive
agree that any communications regarding the Executive and the Company’s separation shall be consistent with such press release.


 


Section
IV. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under
applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any
other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal
or unenforceable provision had never been contained herein.


 


Section
V. This General Release may be executed in counterparts, each of which will be deemed an original, but all of which will be deemed one
and the same instrument. Any facsimile or pdf copy (or electronic signature) of any party’s executed counterpart of this General
Release will be deemed to be an executed original thereof.


 


In
witness whereof, and intending to be legally bound hereby, I have executed this General Release as of the date and year written below.


 


	SIGNED: 	/s/ Daniel C. Herz	 	DATED:	June 28, 2021
	 	Daniel
C. Herz	 	 	 



 


Accepted
and Agreed:


 


FALCON
MINERALS CORPORATION


 


	By:	/s/ Claire R. Harvey	 
	Name: 	Claire R. Harvey	 
	Title:	Chair of the Board	 


 




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Exhibit
A