Cooperation Agreement, dated as of July 28, 2023

Exhibit 10.1

Execution Version

COOPERATION AGREEMENT

This Cooperation Agreement (this “Agreement”) is made and entered into as of July 28, 2023, by and among Texas Pacific Land Corporation (the “Company”), on the one hand, and Horizon Kinetics LLC (“Horizon Kinetics”) and Horizon Kinetics Asset Management LLC (together with Horizon Kinetics and collectively with their respective Affiliates, “Horizon”), SoftVest Advisors, LLC (“SoftVest Advisors”) and SoftVest, L.P. (together with SoftVest Advisors and collectively with their respective Affiliates, “SoftVest,” and collectively with Horizon, the “Investor Group”), on the other hand. The Company and the Investor Group are each herein referred to as a “party” and collectively as the “parties.”

For other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

3.

(a) (i) nominate, recommend for nomination or give notice of an intent to nominate or recommend for nomination a person for election at any Stockholder Meeting at which directors are to be elected; (ii) initiate, encourage or participate in any solicitation of proxies in respect of any election contest or removal contest with respect to directors; (iii) submit, initiate, make or be a proponent of any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting; (iv) initiate, encourage or participate in any solicitation of proxies in respect of any stockholder proposal for consideration at, or other business brought before, any Stockholder Meeting; or (v) initiate, encourage or participate in any “withhold” or similar campaign with respect to any Stockholder Meeting; or

(b) make any (i) public or private (other than to the Board) proposal with respect to or (ii) seek to encourage, advise or assist any person in so encouraging or advising with respect to, in each case: (A) any change in the number or term of directors serving on the Board or the filling of any vacancies on the Board, (B) any change in the capitalization, dividend or share repurchase policy of the Company, (C) any other change in the Company’s business, operations, strategy, management, governance, corporate structure, or other affairs or policies, (D) any Extraordinary Transaction, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or (F) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. Notwithstanding the foregoing, nothing herein shall prohibit (i) Mr. Stahl or Mr. Oliver from suggesting or proposing any action whatsoever in any meeting of the Board of Directors or (ii) Mr. Stahl or Mr. Oliver from disclosing their or the Investor Group’s vote as stockholders with respect to any Stockholder Meeting.

6.

(i) the terms “Affiliate” and “Associate” (and any plurals thereof) have the meanings ascribed to such terms under Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that are or become Affiliates or Associates of any applicable person or entity referred to in this Agreement; provided, however, that the term “Associate” shall refer only to Associates controlled by the Company or the members of the Investor Group, as applicable; provided, further that, for purposes of this Agreement, the members of the Investor Group shall not be Affiliates or Associates of the Company, and the Company shall not be an Affiliate or Associate of the members of the Investor Group;

(ii) the terms “person,” “proxy” and “solicitation” (and any plurals thereof) have the meanings ascribed to such terms under the Exchange Act and the rules and regulations promulgated thereunder; provided, however, that the meaning of “solicitation” shall be without regard to the exclusions set forth in Rules 14a- 1(l)(2)(iv) and 14a-2 under the Exchange Act;

(iii) the term “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in the State of Delaware are authorized or obligated to be closed by applicable law;

(iv) the term “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

(v) the term “Extraordinary Transaction” means any tender offer, exchange offer, share exchange, merger, consolidation, acquisition, business combination, sale, recapitalization, restructuring, or other matters involving a corporate transaction that require a stockholder vote;

(vi) the term “Representatives” means (A) a person’s Affiliates and Associates and (B) its and their respective trustees, directors, officers, employees, partners, members, managers, consultants, legal or other advisors, agents and other representatives acting in a capacity on behalf of, in concert with or at the direction of such person or its Affiliates or Associates;

(vii) the term “SEC” means the U.S. Securities and Exchange Commission; and

(viii)  the term “Stockholder Meeting” means each annual or special meeting, or any action by written consent in lieu thereof, of stockholders of the Company and any adjournment, postponement, rescheduling or continuation thereof.

If to the Company:

Texas Pacific Land Corporation
1700 Pacific Avenue, Suite 2900

Dallas, TX 75201
Attn: Micheal Dobbs

Email: ***@***

with mandatory copies (which shall not constitute notice) to:

Sidley Austin LLP

1000 Louisiana Street, Suite 5900

Houston, TX 77002
Attn: George J. Vlahakos

Email: ***@***

If to the Investor Group:

Horizon Kinetics LLC
470 Park Avenue South
New York, NY 10016
Attn: Jay Kesslen

Email: ***@***

[Signature Pages Follow]

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

	TEXAS PACIFIC LAND CORPORATION
	By:
	Name:	Micheal W. Dobbs
	Title:	Senior Vice President, Secretary and General Counsel

	Horizon Kinetics LLC
	By:
	Name:	Murray Stahl
	Title:	CEO
	Horizon Kinetics Asset Management
	By:
	Name:	Murray Stahl
	Title:	CEO

Agreed and acknowledge
Murray Stahl

SIGNATURE PAGE TO ADDENDUM TO STOCKHOLDERS' AGREEMENT

	SoftVest Advisors, LLC
	By:
	Name:	Eric Oliver
	Title:	Managing Director
	SoftVest, L.P.
	By: SoftVest GP I, LLC as general partner
	By:
	Name:	Eric Oliver
	Title:	Managing Director

Agreed and acknowledge
Eric L. Oliver