Exhibit 10.1

FIRST AMENDMENT TO CONVEYANCE OF NET PROFITS INTEREST

This First Amendment (this “Amendment”) to Conveyance of Net Profits executed as of November 8, 2011, as supplemented by the Supplement to Conveyance of Net Profits Interest executed as of November 8, 2011 (as supplemented, the “Conveyance”) is entered into effective as of September 6, 2017 by and among Enduro Operating LLC, a Delaware limited liability company (“Enduro Operating”) and 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 trustee of Enduro Royalty Trust, a Delaware statutory trust created under the Delaware Statutory Trust Act (the “Trust”).  Capitalized terms used but not defined herein have the meanings ascribed to them in the Conveyance.

WITNESSETH:

WHEREAS , at a special meeting (the “Special Meeting”) of the holders (the “Trust Unitholders”) of beneficial interests in the Trust held on August 30, 2017, the Trust Unitholders approved amendments to the Conveyance, as more specifically set forth in the Trust’s Notice of Special Meeting of Unitholders and proxy statement dated July 11, 2017;

WHEREAS , Enduro Operating and the Trustee, acting not in its individual capacity but solely as trustee of the Trust, desire to amend the Conveyance to reflect the amendments approved by the Trust Unitholders at the Special Meeting.

NOW THEREFORE , in consideration of the above premises, Enduro Operating and the Trustee, acting not in its individual capacity but solely as trustee of the Trust, hereby amend the Conveyance as follows:

Section 1.                                            Amendments to the Conveyance .  The Conveyance is hereby amended as follows:

A.                                     Section 2.2 of the Conveyance is hereby amended by adding thereto the following definitions in the appropriate alphabetical order:

“ Trust ” shall mean Enduro Royalty Trust, a Delaware statutory trust.

“ Trust Agreement ” shall mean the trust agreement, dated May 3, 2011 (as amended and restated on November 3, 2011) among Enduro Sponsor, as trustor, The Bank of New York Mellon Trust Company, N.A., as trustee, and Wilmington Trust Company, as Delaware trustee.

“ Trust Units ” shall mean units of beneficial interest in the Trust.

“ Trust Unitholder ” shall mean the owner of one or more Trust Units as reflected on the books of the Trustee or in the records of The Depository Trust Company.

“ Trustee ” shall mean The Bank of New York Mellon Trust Company, N.A., a national banking association, and its successor and assigns.

B.                                     Section 4.1(b) of the Conveyance is hereby deleted in its entirety and replaced by the following:

(b)                                  From and after the Execution Date with respect to each Payment Period, (i) the Net Profits Account shall be credited with an amount equal to the sum of the Gross Profits (subject to the deduction described in Section 4.4(a)) received by Grantor from the sale of all Subject Hydrocarbons during the applicable Payment Period (the “Credits”), and (ii) the Net Profits Account shall be debited with an amount equal to the sum of the Net Deductions during the applicable Payment Period (subject to the following two sentences) (the “Debits”).  If, in calculating the amount of Net Deductions for any Payment Period, the Offset Amounts exceed the Gross Deductions, then the Net Deductions for that Payment Period shall be zero, and such excess, plus interest on such excess amount at the Prime Rate for the period between the last day of the preceding Payment Period and the date the excess amount has been used to reduce the Net Deductions in succeeding Payment Periods, shall be applied to reduce the Net Deductions in each succeeding Payment Period until exhausted.  Under no circumstances shall the amount paid pursuant to this Article IV in respect of any Payment Period exceed eighty percent (80%) of Gross Profits for such Payment Period.

C.                                     Section 4.4(a) of the Conveyance is hereby deleted in its entirety and replaced by the following:

(a)                                  Except as provided in Section 6.1(a)(iii), if Grantor ever pays Grantee more than the amount of money then due and payable to Grantee under this Conveyance, Grantee shall not be obligated to return the overpayment, but Grantor may at any time thereafter reduce the NPI Payout by, and retain for its own account, an amount equal to the overpayment, plus interest at the Prime Rate on such amount for the period between the fifteenth (15th) day after the date of the overpayment and the date such amount is recovered by Grantor.  In order to exercise its rights under this Section 4.4(a), Grantor must give Grantee written notice with respect to any such overpayment, together with supporting information and data.

D.                                     Section 6.1 of the Conveyance is hereby deleted in its entirety and replaced by the following:

Section 6.1                                     Assignment by Grantor Subject to Net Profits Interest .

(a)                                  Right to Sell .

(i)                                      Grantor may from time to time Transfer its interest in the Subject Interests, or any part thereof or undivided interest therein, subject to the Net Profits Interest and this Conveyance.  Subject to Section 6.1(a)(ii) and Section 6.1(a)(iii), Grantor shall cause the assignee, purchaser, transferee or grantee of any such transaction to take the affected Subject Interests subject to the Net Profits Interest and this Conveyance and, from and after the actual date of any such Transfer, to assume Grantor’s obligations under this Conveyance with respect to such Subject Interests.

(ii)                                   Notwithstanding Section 6.1(a)(i), Grantor may from time to time Transfer to non-Affiliates of Grantor, free and clear of the Net Profits Interest and this Conveyance, any of the Subject Interests that accounts for less than or equal to 0.25% of the total production of Subject Hydrocarbons from the Subject Interests in the preceding twelve (12) month period.  The aggregate Fair Value of all portions of the Net Profits Interest released in connection with such Transfers shall not exceed an aggregate Fair Value of five hundred thousand dollars ($500,000) during any consecutive twelve (12) month period.  In the event of any such Transfer, (A) the Gross Fair Value of the

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released portion of the Net Profits Interest shall be considered an Offset Amount for purposes hereof during the Payment Period in which the Transfer occurs, and (B) Grantee shall, upon receiving a written request from Grantor, immediately prior to any such Transfer, execute, acknowledge, and deliver to Grantor a recordable instrument (reasonably acceptable to Grantor) that terminates and releases the Net Profits Interest with respect to the Subject Interests being Transferred.

(iii)                                Notwithstanding Section 6.1(a)(ii), Grantor may from time to time Transfer to non-Affiliates of Grantor, free and clear of the Net Profits Interest and this Conveyance, any of the Subject Interests with the approval of Trust Unitholders of record holding at least 50% of the then outstanding Trust Units at a meeting held in accordance with the requirements of Article VIII of the Trust Agreement.  The proceeds of any sale approved by the Trust Unitholders as set forth in this Section 6.1(a)(iii) shall be distributed in the manner approved by such Trust Unitholders at such meeting.

(b)                                  Effect of Sale .  From and after the actual date of any of the Transfers described in Section 6.1(a) by Grantor, Grantor (and in the case of Section 6.1(a)(ii) and Section 6.1(a)(iii) only, any grantee, purchaser, transferee or grantee of the Subject Interests) shall be relieved of all obligations, requirements, and responsibilities arising under this Conveyance with respect to the Subject Interests Transferred, except for those that accrued prior to such date.

(c)                                   Allocation of Consideration .  Except as provided in Section 6.1(a)(iii), Grantee is not entitled to receive any share of the sales proceeds received by Grantor in any transaction permitted by this Section 6.1.

(d)                                  Separate Interest .  Effective on the effective date of any Transfer of any Subject Interest pursuant to this Section 6.1, Gross Profits, Excluded Proceeds, Net Deductions, Gross Deductions, Offset Amounts and Net Profits shall thereafter be calculated and determined separately (by the assignee, purchaser, transferee or grantee) with respect to such Subject Interests; and Debits and Credits during each Payment Period in respect of the Subject Interests Transferred shall reflect items received or incurred by the assignee, purchaser, transferee or grantee, and shall be calculated in accordance with Article IV hereof.

Section 2.                                           Miscellaneous .

A.                                    Agreement in Effect .  Except as hereby amended, the Conveyance shall remain in full force and effect.

B.                                    Applicable Law .  This Amendment shall be construed in accordance with and governed by the laws of the State of Texas, without regard to the conflict of laws principles thereof.

C.                                    Severability .  If any provisions of this Amendment or the application thereof to any Person or circumstances shall be finally determined by a court of proper jurisdiction to be illegal, invalid or unenforceable to any extent, the remainder of this Amendment or the application of such provision to Persons or circumstances other than those as to which it is held illegal, invalid or unenforceable shall not be affected thereby, and every remaining provisions of this Amendment shall be valid and enforced to the fullest extent permitted by law.

D.                                    Counterparts .  This Amendment may be executed in a number of counterparts, each of which shall constitute an original, but such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF , this Amendment has been duly executed as of the date set forth above and duly acknowledged before the undersigned competent witnesses and Notary Publics.

BE IT KNOWN, that on this 5th day of September, 2017, before me, the undersigned authority, personally came and appeared Jon S. Brumley appearing herein in his capacity as President and Chief Executive Officer of Enduro Resource Partners LLC, the sole member of Enduro Operating LLC, to me personally known to be the identical person whose name is subscribed to the foregoing instrument as the said officer of said company, and declared and acknowledged to me, Notary, that Jon S. Brumley executed the same on behalf of said company with fully authority of its board of managers, and that the said instrument is the free act and deed of the said company and was executed for the uses, purposes and benefits therein expressed.

BE IT KNOWN, that on this 6th day of September, 2017, before me, the undersigned authority, personally came and appeared Sarah Newell appearing herein in her capacity as Vice President and Trust Officer of The Bank of New York Mellon Trust Company, N.A., to me personally known to be the identical person whose name is subscribed to the foregoing instrument as the said officer of said national banking association, and declared and acknowledged to me, Notary, that Sarah Newell executed the same on behalf of said national association with fully authority of the same, and that the said instrument is the free act and deed of the said national association and was executed for the uses, purposes and benefits therein expressed.

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 777 Main Street, Suite 800, Fort Worth, Texas 76102 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 Chisholm 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 “Chisholm 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 Chisholm 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

777 Main Street, Suite 800

Fort Worth, Texas 76102

Attention: Jon S. Brumley

Facsimile No.: (817) 529-8450

If to the Trust:

Enduro Royalty Trust

c/o The Bank of New York Mellon Trust Company, N.A., Trustee

Global Corporate Trust

919 Congress Avenue, Suite 500

Austin, Texas 78701

Attention: Sarah Newell

Facsimile No.: (512) 236-9275

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.

[ The remainder of this page is intentionally left blank ]

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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 6 th  day of Sept, 2017, by Sarah Newell, 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  6 th  day of September, 2017, by Jon S. Brumley, 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, Michael J. Ulrich, as trustee for Enduro Royalty Trust, filed as follows:

EXHIBIT B-1

Summit Subject Properties

[See attached]

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EXHIBIT B-2

Parsley Subject Properties

[See attached]

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EXHIBIT B-3

Forge Subject Properties

[See attached]

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EXHIBIT B-4

DE Midland Subject Properties

[See attached]

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EXHIBIT B-5

Chisholm Subject Properties

[See attached]

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2

EXHIBIT B-6

Oxy Subject Properties

[See attached]