AMENDMENT TO THE COOPERATION AGREEMENT
EXHIBIT 5
AMENDMENT TO THE COOPERATION AGREEMENT
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, Xxxxxxx 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).
WHEREAS, the Parties entered into that certain Cooperation Agreement, dated March 15, 2019 (the “Agreement”);
WHEREAS, in accordance with Section 9(b) of the Agreement, the parties wish to amend certain terms of the Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration the receipt and sufficiency
of which are acknowledged, and intending to be legally bound, the Parties agree as follows:
1. Section 7 of the Agreement is hereby deleted and replaced with the following:
Termination. This Agreement will
automatically terminate upon resolution of the lawsuit filed by the Trust on May 21, 2019 (as may be amended from time to time) in the United States District Court for the Northern District of Texas against Xxxx X. Xxxxxx, unless earlier terminated
by the mutual written agreement of the Parties. Sections 5, 6(d), 7, 8 and 9 shall survive any termination of this Agreement.
2. This Amendment (i) shall be governed by and construed in accordance with the laws of the State of New York, (ii) may not
be assigned, amended, waived or modified except by a writing signed by each Party (or, with respect to a waiver, the Party against whom such waiver is asserted), (iii) may be executed in any number of counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument, (iv) together with the Agreement represents the entire agreement between the Parties with respect to the subject matter of the Agreement and this Amendment and (v) is
not intended to be enforceable by any person who is not a party to this Amendment.
The Parties have caused this Amendment to be executed as of the day and year first above written.
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HORIZON KINETICS LLC
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By:
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/s/ Xxx Xxxxxxx
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Name:
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Xxx Xxxxxxx
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Title:
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General Counsel
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SOFTVEST ADVISORS, LLC
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By:
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/s/ Xxxx X. Xxxxxx
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Name:
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Xxxx X. Xxxxxx
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Title:
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President
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ART-FGT FAMILY PARTNERS LIMITED
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By:
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XXXXXXX FMC LLC, its general partner
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By:
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/s/ Xxxxxx Xxxxxxx
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Name:
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Xxxxxx Xxxxxxx
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Title:
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Manager
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XXXXXXX FAMILY LIMITED PARTNERSHIP
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By:
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APRES VOUS LLC, its general partner
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By:
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/s/ Xxxxxx Xxxxxxx
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Name:
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Xxxxxx Xxxxxxx
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Title:
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Manager
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