PARTIAL RELEASE, RECONVEYANCE AND TERMINATION AGREEMENT

Exhibit 10.2

Execution Copy

PARTIAL RELEASE, RECONVEYANCE AND TERMINATION AGREEMENT

THIS PARTIAL RELEASE, RECONVEYANCE AND TERMINATION AGREEMENT (this “Agreement”) is dated as of September 6, 2017, 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, (the “Trustee”), acting not in its individual capacity but solely as the trustee of Enduro Royalty Trust, a Delaware statutory trust created under the Delaware Statutory Trust Act as of May 3, 2011 (the “Trust”), and Enduro Operating LLC, a Delaware limited liability company (the “Original Grantor”).  Each of the Trustee and the Original Grantor 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, that certain Amended and Restated Trust Agreement of Enduro Royalty Trust (“Trust Agreement”) was entered into effective as of November 3, 2011 by and among (i) Enduro Resource Partners LLC, a Delaware limited liability company with its principal office in Fort Worth, Texas, and the sole member of the Original Grantor (“Enduro Sponsor”) (ii) Wilmington Trust Company, a trust company organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware and (iii) the Trustee;

WHEREAS, that certain Conveyance of Net Profits Interest (the “Conveyance”) was entered into on November 8, 2011, but effective as of 7:00 a.m., Central Time, on July 1, 2011, from the Original Grantor to Enduro Texas LLC, a Texas limited liability company with a mailing address of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and wholly owned subsidiary of Enduro Sponsor (“Enduro Texas”), pursuant to which the Original Grantor bargained, sold, granted, conveyed, transferred, assigned, set over and delivered unto Enduro Texas the Net Profits Interest;

WHEREAS, Enduro Texas and the Trust entered into that certain Agreement and Plan of Merger, dated November 3, 2011, whereby Enduro Texas merged with and into the Trust, with the Trust as the surviving entity;

WHEREAS, that certain Supplement to Conveyance of Net Profits Interest (the “Supplement”) was entered into on November 8, 2011, but effective as of 7:00 a.m., Central Time, on July 1, 2011, by and between Original Grantor, Enduro Texas, and Trustee, acting not in its individual capacity but solely as the Trustee of the Trust, pursuant to which the Conveyance is supplemented to deem the Trustee, acting on behalf of the Trust, as the Grantee under the Conveyance;

WHEREAS, the Conveyance and the Supplement were recorded or filed in the jurisdictions set forth, and as further described, on Exhibit A hereto;

WHEREAS, the Conveyance was amended by that certain First Amendment to Conveyance of Net Profits Interest dated August 30, 2017 by and among the Original Grantor and the Trustee (the Conveyance, as amended, being referred to as the “Amended Conveyance”) and the Trust Agreement was amended by that certain First Amendment to Amended and Restated Trust Agreement of Enduro Royalty Trust dated August 30, 2017 (the Trust Agreement, as amended, being referred to as the “Amended Trust Agreement”);

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WHEREAS, pursuant to Section 6.1(a)(iii) of the Amended Conveyance and Section 3.02(d) of the Amended Trust Agreement, the Original Grantor has the right, subject to the approval of the Trust’s unitholders, to Transfer, free and clear of the Net Profits Interest and the Amended Conveyance, certain Subject Interests;

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

WHEREAS, the Original Grantor 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 the following, and the Original Grantor has requested a release of the properties set forth on Exhibit B hereto (the “Subject Properties”) from the Net Profits Interests and the Amended Conveyance:

1.              that certain Letter Agreement, dated June 5, 2017, by and between the Original Grantor and Summit West Resources LP, a Texas limited partnership (“Summit”), as amended by that certain Amendment to Letter Agreement, effective as of June 6, 2017, by and between the Original Grantor and Summit, and the Original Grantor desires to release the properties set forth on Exhibit B-1 hereto (the “Summit Subject Properties”) from the Net Profits Interests and the Conveyance;

2.              that certain Letter Agreement, dated June 5, 2017, by and between the Original Grantor and Parsley Energy, L.P. (“Parsley”), a Texas limited partnership, as amended by that certain Amendment to Letter Agreement, effective as of June 5, 2017, by and between the Original Grantor and Parsley, and the Original Grantor desires to release the properties set forth on Exhibit B-2 hereto (the “Parsley Subject Properties”) from the Net Profits Interests and the Conveyance;

3.              that certain Letter Agreement, dated June 5, 2017, by and between the Original Grantor and Forge Energy, LLC, a Delaware limited liability company (“Forge”), as amended by that certain Amendment to Letter Agreement, effective as of June 5, 2017, by and between the Original Grantor and Forge, and the Original Grantor desires to release the properties set forth on Exhibit B-3 hereto (the “Forge Subject Properties”) from the Net Profits Interests and the Conveyance;

4.              that certain Letter Agreement, dated June 5, 2017, by and between the Original Grantor and DE Midland III LLC, a Delaware limited liability company, and the Original Grantor desires to release the properties set forth on Exhibit B-4 hereto (the “DE Midland Subject Properties”) from the Net Profits Interests and the Conveyance;

5.              that certain Purchase and Sale Agreement, dated June 5, 2017, by and between the Original Grantor and ▇▇▇▇▇▇▇▇ Energy Holdings, LLC, a Delaware limited liability company, and the Original Grantor desires to release the properties set forth on Exhibit B-5 hereto (the “▇▇▇▇▇▇▇▇ Subject Properties”) from the Net Profits Interests and the Conveyance;

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6.              that certain Letter Agreement, dated June 5, 2017, by and between the Original Grantor and Oxy USA Inc., a Delaware corporation, and the Original Grantor desires to release the properties set forth on Exhibit B-6 hereto (the “Oxy Subject Properties”) from the Net Profits Interests and the Conveyance;

7.              that certain Letter Agreement, dated June 5, 2017, by and between the Original Grantor and QEP Energy Company, a Texas corporation, and the Original Grantor desires to release the properties set forth on Exhibit B-7 hereto (the “QEP Subject Properties”) from the Net Profits Interests and the Conveyance;

8.              that certain Letter Agreement, dated June 5, 2017, by and between the Original Grantor and Tracker Resource Development III, LLC, a Delaware limited liability company, and the Original Grantor desires to release the properties set forth on Exhibit B-8 hereto (the “Tracker Subject Properties” and together with the Summit Subject Properties, the Parsley Subject Properties, the Forge Subject Properties, the DE Midland Subject Properties, the ▇▇▇▇▇▇▇▇ Subject Properties, the Oxy Subject Properties and the QEP Subject Properties, the “Released Subject 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 7:00 a.m., Central Time, on August 30, 2017, 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 Released Subject Properties (the “Released NPI”)

TO HAVE AND TO HOLD, unto the Original Grantor and its successor and assigns, forever.

MISCELLANEOUS

Release of Trustee.  Original Grantor 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 Trustee under or in connection with this Agreement. The Original Grantor hereby unconditionally and irrevocably releases the Trustee from any and all claims of the Original Grantor, 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 Trustee under or in connection with this Agreement.

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

Notices.  All notices and other communications which are required or may be given pursuant to this Agreement must be given in writing, in English and delivered personally, by courier, by telecopy or by registered or certified mail, postage prepaid, as follows:

If to Original Grantor:

Enduro Operating LLC

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

If to the Trust:

Enduro Royalty Trust

▇/▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Trust Company, N.A., Trustee

Global Corporate Trust

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇

Either Party may change its address for notice by notice to the other Party in the manner set forth above. All notices shall be deemed to have been duly given at the time of receipt by the Party to which such notice is addressed.

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. The invalidity or unenforceability of any term or provision of this Agreement in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction and the remaining terms and provisions shall remain in full force and effect, unless doing so would result in an interpretation of this Agreement which is manifestly unjust.

Governing Law. EXCEPT WHERE PROHIBITED BY THE LAW OF THE STATE IN WHICH THE RELEVANT SUBJECT INTERESTS ARE LOCATED, THIS AGREEMENT

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AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO CONFLICTS OF LAW RULES OR PRINCIPLES THAT MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one instrument. No Party shall be bound until such time as all of the Parties have executed counterparts of this Agreement. To facilitate recordation, there may be omitted from the Exhibits to this Agreement in certain counterparts descriptions of property located in recording jurisdictions other than the jurisdiction in which the particular counterpart is to be filed or recorded.

Conspicuous. THE TRUSTEE AND ORIGINAL GRANTOR AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE OR ENFORCEABLE, THE PROVISIONS IN THIS AGREEMENT IN ALL CAPS FONT ARE “CONSPICUOUS” FOR THE PURPOSE OF ANY APPLICABLE LAW.

No Third Party Beneficiaries. Nothing in this Agreement shall entitle any Person other than the Parties to any claims, 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.

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

Signature Page to Partial Release, Reconveyance and Termination Agreement

ACKNOWLEDGMENTS

STATE OF COLORADO

COUNTY OF ARAPAHOE

This instrument was acknowledged before me on the 6th day of Sept, 2017, by ▇▇▇▇▇ ▇▇▇▇▇▇, Vice President of The Bank of New York Mellon Trust Company, N.A., as Trustee of Enduro Royalty Trust, on behalf of such association and trust.

STATE OF                      

COUNTY OF                       

This instrument was acknowledged before me on the       day of            , 2017, by             ,             of Enduro Operating LLC, on behalf of such limited liability company.

Acknowledgments to Partial Release, Reconveyance and Termination Agreement

ACKNOWLEDGMENTS

STATE OF

COUNTY OF

This instrument was acknowledged before me on the      day of        , 2017, by          ,           of The Bank of New York Mellon Trust Company, N.A., as Trustee of Enduro Royalty Trust, on behalf of such association and trust.

STATE OF TEXAS

COUNTY OF TARRANT

This instrument was acknowledged before me on the  6th day of September, 2017, by ▇▇▇ ▇. ▇▇▇▇▇▇▇, President and Chief Executive Officer of Enduro Operating LLC, on behalf of such limited liability company.

Acknowledgments of Partial Release, Reconveyance and Termination Agreement

EXHIBIT A

Recording and Filing Locations

1. Conveyance of Net Profits Interest from Enduro Operating LLC, to Enduro Texas LLC, executed as of November 8, 2011, filed as follows:

2. Supplement to Conveyance of Net Profits Interest by and between Enduro Operating LLC, Enduro Texas LLC, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as trustee for Enduro Royalty Trust, filed as follows:

EXHIBIT B-1

Summit Subject Properties

[See attached]

Exhibit B-1

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EXHIBIT B-2

Parsley Subject Properties

[See attached]

Exhibit B-2

1

EXHIBIT B-3

Forge Subject Properties

[See attached]

Exhibit B-3

1

EXHIBIT B-4

DE Midland Subject Properties

[See attached]

Exhibit B-4

1

EXHIBIT B-5

▇▇▇▇▇▇▇▇ Subject Properties

[See attached]

Exhibit B-5

1

2

EXHIBIT B-6

Oxy Subject Properties

[See attached]

EXHIBIT B-6

*As used in this Exhibit B-6, the “Base of the Delaware Formation ” shall mean the stratigraphic equivalent of the base of the Delaware as shown on the log pick for the following well:

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EXHIBIT B-7

QEP Subject Properties

[See attached]

Exhibit B-7

1

EXHIBIT B-8

Tracker Subject Properties

[See attached]

Exhibit B-8

LEASES

1

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