Settlement AgreementSettlement Agreement • August 1st, 2019 • SoftVest, LP • Oil royalty traders • Texas
This Settlement Agreement, dated July 30, 2019 (including all exhibits hereto, this “Agreement”), is by and among the Investor Group (as defined below) on the one hand and Texas Pacific Land Trust (the “Trust” or “TPL”), John R. Norris III and David E. Barry (with Mr. Norris, the “Trustees”) on the other hand (each, a “Party”, and collectively, the “Parties”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • June 15th, 2020 • SoftVest, LP • Oil royalty traders • Delaware
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.”
COOPERATION AGREEMENTCooperation Agreement • March 15th, 2019 • SoftVest, LP • Oil royalty traders
THIS COOPERATION AGREEMENT (this “Agreement”), dated as of March 15, 2019, is by and among SoftVest Advisors, LLC (“SoftVest”), Horizon Kinetics LLC, Tessler Family Limited Partnership, and ART-FGT Family Partners Limited (collectively, the “Parties” and each, a “Party”).
Second Amendment to Settlement AgreementSettlement Agreement • March 9th, 2020 • SoftVest, LP • Oil royalty traders • Texas
This Second Amendment to Settlement Agreement, dated March 6, 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”).
First Amendment to Settlement AgreementSettlement Agreement • February 21st, 2020 • SoftVest, LP • Oil royalty traders • Texas
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”).
FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 15th, 2020 • SoftVest, LP • Oil royalty traders • Delaware
This FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made and entered into as of December 14, 2020, 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, their respective Affiliates and Horizon, the “Investor Group”), and Mission Advisors, LP (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 as the “parties.” Capitalized terms used but not defined herein shall have the meaning set forth in the Stockholders Agreement (as defined below) for such term.
TERMINATION AGREEMENT January 11, 2021Termination Agreement • January 11th, 2021 • SoftVest, LP • Oil royalty traders
Reference is made to (i) that certain Cooperation Agreement, dated March 15, 2019 (as amended, the “Cooperation Agreement”) by and among SoftVest Advisors, LLC (“SoftVest”), Horizon Kinetics LLC (“Horizon”), Tessler Family Limited Partnership, and ART-FGT Family Partners Limited and (ii) that certain Agreement, dated March 27, 2020 whereby the Tessler Family Limited Partnership, and ART-FGT Family Partners Limited withdrew as parties to the Cooperation Agreement.
AGREEMENT March 27, 2020Cooperation Agreement • March 30th, 2020 • SoftVest, LP • Oil royalty traders
Reference is made to that certain Cooperation Agreement (as amended, the “Cooperation Agreement”) by and among SoftVest Advisors, LLC (“SoftVest”), Horizon Kinetics LLC (“Horizon”), Tessler Family Limited Partnership (“TFLP”), and ART-FGT Family Partners Limited (“ART-FGT” and together with TFLP, the “Tessler Parties”) (collectively, the “Parties” and each, a “Party”). Each of the Parties hereby mutually agree to terminate the Cooperation Agreement with respect to the Tessler Parties, effective immediately (the “Tessler Withdrawal”).
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • March 15th, 2019 • SoftVest, LP • Oil royalty traders
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
AMENDMENT TO THE COOPERATION AGREEMENTThe Cooperation Agreement • May 28th, 2019 • SoftVest, LP • Oil royalty traders • New York
THIS AMENDMENT TO THE COOPERATION AGREEMENT (this “Amendment”), dated May 28, 2019 and effective as of May 22, 2019, is by and among SoftVest Advisors, LLC, Horizon Kinetics LLC, Tessler Family Limited Partnership, and ART-FGT Family Partners Limited (collectively, the “Parties” and each, a “Party”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement (as defined below).
