Exhibit 10.1


 


First Amendment to Settlement Agreement


 


This First Amendment
to Settlement Agreement, dated February 20, 2020 (this “Amendment”), is by and among Eric
L. Oliver, SoftVest, L.P., SoftVest Advisors, LLC, Murray Stahl, Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC
(f/k/a Horizon Asset Management LLC), Allan R. Tessler, ART-FGT Family Partners Limited, and Tessler Family Limited
Partnership (collectively, the “Investor Group”), on the one hand, and Texas Pacific Land Trust (the
“Trust”), John R. Norris III and David E. Barry, on the other hand (each, a “Party” and
collectively, the “Parties”). 


 


RECITALS


 


WHEREAS, the Parties previously
entered into that certain Settlement Agreement, dated July 30, 2019 (the “Settlement Agreement”);


 


WHEREAS, the Conversion
Exploration Committee of the Trust recommended a plan of conversion on January 20, 2020; and


WHEREAS, the Parties
desire hereby to amend the Settlement Agreement in the manner set forth herein.


NOW, THEREFORE,
in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:


		1.	Item 5 of the Settlement Agreement is hereby amended to add the following sentence at the end of
Item 5:



“Notwithstanding
anything to the contrary in this Agreement, the Decision Period shall extend through March 6, 2020.”


		2.	This Amendment modifies the Settlement Agreement only to the extent set forth herein. Except as
specifically amended by this Amendment, the Settlement Agreement shall remain in full force and effect in accordance with its terms
and is hereby ratified and confirmed.



		3.	The construction and interpretation of this Amendment shall be exclusively governed by the laws
of the State of Texas, without giving effect to its conflict of law rules.



		4.	This Amendment may be executed in one or more counterparts, each of which shall be considered an
original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more
counterparts have been signed by each of the Parties hereto and delivered to each of the other Parties hereto. Delivery of an executed
counterpart of this Amendment by facsimile or electronic mail in portable document format (pdf) shall be equally as effective as
delivery of an original executed counterpart of this Amendment.



		5.	This Amendment shall be binding upon and inure to the benefit of the Parties and their respective
successors, parents, affiliates, subsidiaries, officers, trustees, directors, partners, employees, and permitted assigns.



 


[SIGNATURE PAGES
FOLLOW]


 



     


     


    

 


IN WITNESS
WHEREOF, each of the Parties hereto has executed this Amendment 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 First Amendment to Settlement
Agreement]











     


     


    

  


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


	 	 	THE INVESTOR GROUP
	 	 	 
	
         

         
	 	HORIZON KINETICS LLC
	 	 	By:	
/s/ Jay Kesslen
	 	 	 	Name: Jay Kesslen
	 	 	 	Title:   General Counsel


 


	 	 	SOFTVEST ADVISORS, LLC
	 	 	 
	 	 	By:	
/s/ Eric L. Oliver
	 	 	 	Name: Eric L. Oliver
	 	 	 	Title:   President


 


 


	 	 	ART-FGT FAMILY PARTNERS LIMITED
	 	 	 
	 	 	By:	TESSLER FMC LLC, its general partner
	 	 	 	 
	 	 	By:	
/s/ Andrea Tessler
	 	 	 	Name: Andrea Tessler
	 	 	 	Title:   Manager


 


 


	 	 	TESSLER FAMILY LIMITED PARTNERSHIP
	 	 	 
	 	 	By: 	APRES VOUS LLC, its general partner
	 	 	 	 
	 	 	By:	
/s/ Andrea Tessler
	 	 	 	Name: Andrea Tessler
	 	 	 	Title:   Manager


 


 





[Signature Page to First Amendment to Settlement
Agreement]