Partial Release, Reconveyance and Termination Agreement, dated as of August 9, 2023, by and between The Bank of New York Mellon Trust Company, N.A., as Trustee of Permianville Royalty Trust, and COERT Holdings 1, LLC

Exhibit 10.1

PARTIAL RELEASE, RECONVEYANCE AND TERMINATION AGREEMENT

This Partial Release, Reconveyance and Termination Agreement (this “Agreement”) is dated as of August 9, 2023, by and between The Bank of New York Mellon Trust Company, N.A., a national association organized under the laws of the State of New York (referred to herein as “BONYM” and the “Trustee”), acting not in its individual capacity but solely as the trustee of Permianville Royalty Trust (previously known as Enduro Royalty Trust), a Delaware statutory trust created under the Delaware Statutory Trust Act (the “Trust”), and COERT Holdings 1 LLC, a Delaware limited liability company (successor in interest to Enduro Operating LLC, a Delaware limited liability company) (“COERT”). Each of the Trustee and COERT is a “Party” and collectively they are the “Parties”. Capitalized terms used herein but not otherwise defined have the meanings given them in the Conveyance (as defined below).

WHEREAS, pursuant to Section 6.1(a)(iii) of that certain Conveyance of Net Profits, dated effective as of July 1, 2011, by and between Enduro Operating LLC and Enduro Texas LLC (as supplemented and amended to date, the “Conveyance”) and Section 3.02(d) of that certain trust agreement dated May 3, 2011, by and among Enduro Resources Partners LLC, as trustor, BONYM, as trustee, and Wilmington Trust Company, as Delaware trustee (as amended and restated from time to time, the “Trust Agreement”), COERT has the right, subject to the approval of the Trust’s unitholders, to Transfer, free and clear of the Net Profits Interest and the Conveyance, certain Subject Interests;

WHEREAS, the Trust’s unitholders, in accordance with the provisions of the Conveyance and Trust Agreement, approved the sale of the Divestiture Properties (as herein defined) free and clear of the Net Profits Interest;

WHEREAS, COERT concurrently herewith is selling all of its right, title and interest in and to certain oil and gas properties and related assets and contracts pursuant to that certain Letter Agreement, dated May 3, 2023, by and between the COERT and Empire New Mexico, LLC, a Delaware limited liability company (“Empire”), and COERT has requested a release of the properties set forth on Exhibit A hereto (the “Divestiture Properties”) from the Net Profits Interests and the Conveyance;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as set out below.

PARTIAL RELEASE, RECONVEYANCE AND TERMINATION

Effective as of March 31, 2023, at 11:59 PM, local time, where the Divestiture Properties are located (the “Effective Time”), Trustee, acting not in its individual capacity but solely as trustee of the Trust, does hereby RECONVEY, TERMINATE, REMISE, QUITCLAIM and RELEASE the Net Profits Interest with respect to the Divestiture Properties TO HAVE AND TO FOREVER HOLD, unto COERT, and its successor and assigns (including Empire and its successors and assigns).

MISCELLANEOUS

Release of Trustee. COERT expressly agrees that (a) this Agreement is executed and delivered for the Trust by the Trustee not individually or personally, but solely as Trustee on behalf of the Trust in the exercise of the powers and authority conferred and vested in it and (b) under no circumstances shall the Trustee be liable for any liability of the Trust or for any action taken or not taken by the Trust or the Trustee under or in connection with this Agreement. COERT hereby unconditionally and irrevocably releases the Trustee from any and all claims of COERT, whether now existing or arising in the future, arising out of, based upon, or otherwise related to any action taken or not taken by the Trust or the Trustee under or in connection with this Agreement.

No Warranty. The instrument is made without any warranty of title, whether express or implied, on the part of the Trustee.

Amendments. This Agreement may not be amended, altered or modified except pursuant to a written instrument executed by the Parties.

Further Assurances. The Parties shall from time to time do and perform such further acts and execute and deliver such further instruments, conveyances, and documents as may be required or reasonably requested by the other Party to establish, maintain, or protect the respective rights and remedies of the Parties and to carry out and effectuate the intentions and purposes of this Agreement.

Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised apart hereof, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico without regard to the rules of conflicts of law of the State of New Mexico or any other jurisdiction that would require the application of the laws of another jurisdiction.

Counterparts. This Agreement may be executed and delivered in several counterparts, all of which are identical except that, to facilitate recordation, certain counterparts hereof may include only that portion of the exhibits which contain descriptions of the properties located in (or otherwise subject to the recording or filing requirements and/or protections of the recording or filing acts or regulations of) the recording jurisdiction in which the particular counterpart is to be recorded, and other portions of the exhibits shall be included in such counterparts by reference only. All of such counterparts together shall constitute one and the same instrument. Complete copies of this Agreement containing the entire exhibits have been retained by COERT and the Trustee.

No Third Party Beneficiaries. Nothing in this Agreement shall entitle any Person other than the Parties to any claim, cause of action, remedy or right of any kind.

Construction. Any rule of construction that a document be construed against the drafter shall not apply to the interpretation or construction of this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of the day first above written.

ACKNOWLEDGEMENT

BEFORE ME, the undersigned Notary Public, on this 8 day of August personally appeared Sarah Newell, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he, being fully authorized to do so, executed and delivered the same as Vice President of The Bank of New York Mellon Trust Company, N.A., as the act and deed of said company, for the purpose and consideration therein expressed.

In witness whereof, I have hereunto set my hand and official seal, at said county, the day and year last above written.

Signature Page to Partial Release, Reconveyance and Termination Agreement

ACKNOWLEDGEMENT

STATE OF CONNECTICUT                §

  §

COUNTY OF FAIRFIELD                    §

BEFORE ME, the undersigned Notary Public, on this 8th day of August personally appeared Nick Renwick, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he, being fully authorized to do so, executed and delivered the same as President and Officer of COERT Holdings 1 LLC, as the act and deed of said company, for the purpose and consideration therein expressed.

In witness whereof, I have hereunto set my hand and official seal, at said county, the day and year last above written.

Signature Page to Partial Release, Reconveyance and Termination Agreement

EXHIBIT A

DIVESTITURE PROPERTIES

“Divestiture Properties” include and are limited to all of COERT’s right, title, interest and estate (of whatever kind or character, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, vested or contingent, or otherwise) in and to the following:

(a)             the oil and gas leases, fee mineral interests, overriding royalty interests and landowner royalty interests, including those identified on Annex 1 of this Exhibit A, only to the extent lying within the Target Area (as defined on Annex 3 of this Exhibit A), whether producing or non-producing, developed or undeveloped (together with all amendments, extensions, renewals and ratifications thereof), for which Empire or any of its affiliates is currently the operator, or which is or was operated by the immediate predecessor in Empire’s or its affiliates’ interest in the Target Area, together with all leasehold estates and other interests created thereby (including, in each case, all overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and other similar interests) (the “Leases”), and any lands unitized, communitized, pooled or consolidated with any such Leases to the extent lying within the Target Area (the “Lands”);

(b)            all oil and gas, water, carbon dioxide, injection, disposal, monitoring and other wells located on or within or otherwise attributable to any of the Leases, Lands or Units (as defined in subsection (c) below), for which Empire or any of its affiliates is currently the operator, or for which is or was operated by the immediate predecessor in Empire’s or its affiliates’ interest in the Target Area, including all wells identified on Annex 2 of this Exhibit A, in each case, whether producing, non-producing, shut-in, temporarily plugged and/or abandoned or permanently plugged and/or abandoned (the “Wells”);

(c)             to the extent used or held for use in connection with, the ownership or operation of the Leases, Lands or Wells, all rights and interests in, under or derived from all spacing, pooling, production sharing, production allocation, unitization and communitization agreements, declarations and orders in effect with respect to any of the Lands, the Leases or the Wells, and all pooled, communitized or unitized acreage or units created or designated by any of those agreements, declarations or orders (the “Units” and, collectively with the Leases, Wells, and Units, the “Properties”);

(d)            all facilities, infrastructure, equipment and other personal property, fixtures and improvements located on or under, or owned, leased or used or held for use in connection with the ownership, use, development or operation of any of the Properties (including the production, gathering, treating, storing, transportation, marketing or processing of crude oil, natural gas, casinghead gas, condensate, sulphur, natural gas liquids, plant products and other liquid or gaseous hydrocarbons, including coalbed methane gas, CO₂, helium, nitrogen and all other minerals of every kind and character (“Hydrocarbons”) therefrom), including all pipelines, flowlines, gathering, treating and processing systems, platforms, compressors, injection facilities, pumping units, engines, meters, tanks, machinery, tools, pulling machines, utility lines, freshwater ponds, frac pits, towers, roads, communication systems (including the SCADA systems), computers and automation equipment;

Exhibit A

(e)             all surface fee interests, easements, servitudes, rights-of-way, surface leases, licenses, authorizations and other surface rights or interests appurtenant to, to the extent used or held for use in connection with, the ownership or operation of the Properties;

(f)             all Hydrocarbons within, on, under or produced from or attributable to the Properties on and after the Effective Time, and all proceeds or accounts receivable resulting from or attributable to the sale of any such Hydrocarbons; and

(g)            all reversionary interests, carried interests, options, convertible interests and net profits interests that are attributable to or derived from the Properties.

Exhibit A

ANNEX 1 OF Exhibit A

Leases

ANNEX 2 OF Exhibit A

Wells

ANNEX 3 OF Exhibit A

TARGET AREA

(surface boundaries, subject to depth limitation)

“Target Area” means (a) the surface boundary of the “Unit Area”, depth-limited to the “Unit Formation”, of the Eunice Monument South Unit as are defined in that certain Unit Agreement recorded as instrument no. 43095 under book 440, page 607, of the property records of Lea County, New Mexico and as expanded by that certain Eunice Monument South Unit Expansion recorded as instrument no. 72928 under book 536, page 163, of the property records of Lea County, New Mexico and (b) the surface boundary of the “Unit Area”, depth-limited to the “Unit Formation”, of the Arrowhead Grayburg Unit as are defined in that certain Unit Agreement recorded as instrument no. 8052 under book 544, page 437, of the property records of Lea County, New Mexico; in each case, only to the extent lying within the boundaries of the tracts identified below.

Lea County, New Mexico

Eunice Monument South Unit a/k/a EMSU

TOWNSHIP 20 SOUTH, RANGE 36 EAST, NMPM

Section 25: All

Section 36: All

TOWNSHIP 20 SOUTH, RANGE 37 EAST, NMPM

Section 30: S/2, S/2 N/2, NE/4 NW/4, and NW/4 NE/4

Section 31: All

Section 32: All

TOWNSHIP 21 SOUTH, RANGE 36 EAST, NMPM

Section 2: S/2 S/2

Section 3: Lots 3, 4, 5, 6, 11, 12, 13, and 14 and S/2

Section 4 through 11: All

Section 12: W/2 SW/4

Section 13: NW/4 NW/4

Sections 14 through 18: All

Section 21: N/2 and N/2 S/2

Section 22: N/2 and N/2 S/2

Eunice Monument South Unit B a/k/a EMSU B (expansion)

TOWNSHIP 20 SOUTH, RANGE 36 EAST, NMPM

Section 10: E/2 E/2

Section 11: All, except E/2 NE/4

Section 13: W/2 and S/2 SE/4

Section 14: All

Section 15: NE/4 NE/4

Section 23: All

Section 24: All, except E/2 SE/4

Annex 3 of Exhibit A

Arrowhead Grayburg Unit a/k/a AGU

TOWNSHIP 21 SOUTH, RANGE 36 EAST, NMPM

Section 25: All

Section 26: SE/4 SE/4

Section 35: E/2, SE/4 NW/4, NE/4 SW/4 and S/2 SW/4

Section 36: All

TOWNSHIP 22 SOUTH, RANGE 36 EAST, NMPM

Section 1: All

Section 2: All

Section 11: NE/4 NW/4, NE/4 and NE/4 SE/4

Section 12: All

Section 13: NW/4 NW/4, E/2 NW/4, NE/4 SW/4 and E/2

Section 24: NE/4 NE/4

TOWNSHIP 22 SOUTH, RANGE 37 EAST, NMPM

Section 6: W/2 NW/4 and SW/4

Section 7: W/2, NW/4 SE/4 and S/2 SE/4

Section 18: All

Section 19: N/2 N/2

Annex 3 of Exhibit A