Common use of Conveyance Clause in Contracts

Conveyance. Grantor, for and in consideration of the sum of Ten Dollars ($10) cash and other good and valuable consideration, in hand paid, the receipt and sufficiency of which is hereby acknowledged, hereby grants, bargains, sells, and conveys unto Grantee an undivided seventy-five percent (75%) of Grantor’s right, title and interest in and to the following property of Grantor, excluding, however, the Excluded Assets (collectively the “Assets”): (a) (i) all oil, gas, hydrocarbons and other minerals of whatever kind or nature in, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any associated royalty interests, overriding royalty interests, mineral fee interests, payments out of production, carried interests, reversionary rights, contractual rights to production, or other interest in oil, gas, hydrocarbons and other minerals of whatever kind or nature granted under the Prior Assignment, INSOFAR AND ONLY INSOFAR as described on Exhibit A (the “Mineral/Royalty/Overriding Interest”); (b) All pooled, communitized or unitized acreage which includes all or part of any Mineral/Royalty/Overriding Interest (the “Units”), and all tenements, hereditaments and appurtenances belonging to any Mineral/Royalty/Overriding Interest or Unit; (c) All currently existing contracts, agreements and instruments with respect to the Mineral/Royalty/Overriding Interest and Units, to the extent applicable to the Mineral/Royalty/Overriding Interest and Units including operating agreements, unitization, pooling, communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of oil and gas and processing agreements, but excluding any contracts, agreements and instruments included within the definition of “Excluded Assets” (subject to such exclusion, the “Contracts”); (d) All surface fee interests, easements, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use solely in connection with, the Mineral/Royalty/Overriding Interest and Units, and only to the extent necessary for the production and development of hydrocarbons from the Mineral/Royalty/Overriding Interest and Units; (e) All oil and gas produced from or attributable to the Mineral/Royalty/Overriding Interest and Units (and all the proceeds thereof) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Date, and production, plant and transportation imbalances as of the Effective Date; (f) The data, software and records of Grantor, to the extent relating solely to those Assets conveyed in 2.1(a-f) (the “Records”), excluding, however, in each case: (i) all corporate, financial, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, or by applicable law, and for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the fee or other consideration, as applicable; (iii) all legal records and legal files of Grantor including all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and Grantor’s working files for litigation of Grantor related to the Assets); (Clauses (i) through (iii) shall hereinafter be referred to as the “Excluded Records”). EXCEPTING AND RESERVING to Grantor, however, the Excluded Assets (as defined below), TO HAVE AND TO HOLD the Assets unto Grantee, its successors and assigns, forever, subject, however, to the terms and conditions of this Conveyance.

Conveyance. GrantorOn the Closing Date, for and in consideration subject to the fulfillment by Buyers of their obligations under this Agreement, each Seller shall: (a) convey to the sum of Ten Dollars ($10) cash and other good and valuable consideration, in hand paid, the receipt and sufficiency of which is hereby acknowledged, hereby grants, bargains, sells, and conveys unto Grantee an undivided seventy-five percent (75%) of Grantor’s right, applicable Buyer title and interest in and to its Real Property, subject to only the following property of Grantorapplicable Permitted Exceptions hereof, excludingby special warranty deed or the equivalent in each State, howeversubstantially in the form attached hereto as Exhibit H-1 through Exhibit H-18, as applicable to the State in which such Real Property is located (each, a “Deed” and collectively, the Excluded Assets (collectively the “Assets”): (a) (i) all oil, gas, hydrocarbons and other minerals of whatever kind or nature in, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any associated royalty interests, overriding royalty interests, mineral fee interests, payments out of production, carried interests, reversionary rights, contractual rights to production, or other interest in oil, gas, hydrocarbons and other minerals of whatever kind or nature granted under the Prior Assignment, INSOFAR AND ONLY INSOFAR as described on Exhibit A (the “Mineral/Royalty/Overriding InterestDeeds”); ; (b) All pooledconvey to the applicable Buyer title to its Personal Property by a xxxx of sale in the form attached hereto and made a part hereof as Exhibit C (each, communitized or unitized acreage which includes all or part a “Xxxx of any Mineral/Royalty/Overriding Interest (Sale” and collectively, the “UnitsBills of Sale”), and all tenements, hereditaments and appurtenances belonging to any Mineral/Royalty/Overriding Interest or Unit; ; (c) All currently existing contractsassign to the applicable Buyer the Warranties, agreements Assumed Service Contracts, License Agreements and instruments Permits with respect to the Mineral/Royalty/Overriding Interest and Unitssuch Seller’s Real Property and/or Personal Property, to the extent applicable to assignable, by assignment in the Mineral/Royalty/Overriding Interest form attached hereto and Units including operating agreementsmade a part hereof as Exhibit D (each, unitizationa “Warranties, poolingService Contracts, communitization agreements, stipulation of interests, declarations License Agreements and orders, area of mutual interest agreements, joint venture agreements, farmin Permits Assignment” and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of oil and gas and processing agreements, but excluding any contracts, agreements and instruments included within the definition of “Excluded Assets” (subject to such exclusioncollectively, the “Warranties, Service Contracts, License Agreements and Permits Assignments”); ; (d) All surface fee interestsassign to the applicable Buyer all of the Leases with respect to such Seller’s Real Property by an assignment and assumption of Leases in the form attached hereto and made a part hereof as Exhibit E (each, easements, servitudes, rights-of-way, surface leases an “Assignment and other surface rights appurtenant to, Assumption of Leases” and used or held for use solely in connection withcollectively, the Mineral/Royalty/Overriding Interest and Units, and only to the extent necessary for the production and development of hydrocarbons from the Mineral/Royalty/Overriding Interest and Units; “Lease Assignments”); (e) All oil and gas produced from or attributable with respect to each Ground Lease, assign the Seller’s interest as tenant under the Ground Lease to the Mineral/Royalty/Overriding Interest applicable Buyer by a recordable assignment and Units assumption of Ground Lease in the form attached hereto and made a part hereof as Exhibit N (the “Ground Lease Assignment”); and all the proceeds thereof) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Date, and production, plant and transportation imbalances as of the Effective Date; (f) The data, software and records of Grantor, comply with all other Seller deliverable requirements pursuant to the extent relating solely to those Assets conveyed in 2.1(a-f) (the “Records”), excluding, however, in each case: (i) all corporate, financial, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, or by applicable law, and for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the fee or other consideration, as applicable; (iii) all legal records and legal files of Grantor including all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and Grantor’s working files for litigation of Grantor related to the Assets); (Clauses (i) through (iii) shall hereinafter be referred to as the “Excluded Records”). EXCEPTING AND RESERVING to Grantor, however, the Excluded Assets (as defined below), TO HAVE AND TO HOLD the Assets unto Grantee, its successors and assigns, forever, subject, however, to the terms and conditions of this ConveyanceArticle VII.

Conveyance. GrantorMortgagor, for in order to secure the payment and performance of the secured obligations hereinafter referred to and the performance of the obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, in consideration of the uses and trusts (the “Trust”) established and continued by this Deed of Trust and in consideration of the sum of Ten Dollars ($10) cash 10 and other good valuable consideration paid before delivery of this Deed of Trust by each of Trustee and valuable considerationMortgagee to Mortgagor, who hereby acknowledges its receipt and that it is reasonably equivalent value for this Deed of Trust and all other security and rights given by Mortgagor, Mortgagor does hereby GRANT, SELL, CONVEY, TRANSFER, ASSIGN, SET OVER, CONFIRM and DELIVER unto Trustee and to Trustee’s successors or substitutes in hand paidthe Trust, the receipt and sufficiency of which is hereby acknowledgedfollowing described rights, hereby grantstitles, bargains, sells, and conveys unto Grantee an undivided seventy-five percent (75%) of Grantor’s right, title and interest in and to the following property of Grantor, excluding, however, the Excluded Assets (collectively the “Assets”): (a) (i) all oil, gas, hydrocarbons and other minerals of whatever kind or nature in, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any associated royalty interests, overriding royalty interests, mineral fee interests, payments out properties and estates of production, carried interests, reversionary rights, contractual rights to production, or other interest in oil, gas, hydrocarbons and other minerals of whatever kind or nature granted under the Prior Assignment, INSOFAR AND ONLY INSOFAR as described on Exhibit A Mortgagor (the “Mineral/Royalty/Overriding Interest”); (b) All pooled, communitized or unitized acreage which includes all or part of any Mineral/Royalty/Overriding Interest (the “Units”), and all tenements, hereditaments and appurtenances belonging to any Mineral/Royalty/Overriding Interest or Unit; (c) All currently existing contracts, agreements and instruments with respect to the Mineral/Royalty/Overriding Interest and Units, to the extent applicable to the Mineral/Royalty/Overriding Interest and Units including operating agreements, unitization, pooling, communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of oil and gas and processing agreements, but excluding any contracts, agreements and instruments included within the definition of “Excluded Assets” (subject to such exclusion, the “Contracts”); (d) All surface fee interests, easements, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use solely in connection with, the Mineral/Royalty/Overriding Interest and Units, and only to the extent necessary for the production and development of hydrocarbons from the Mineral/Royalty/Overriding Interest and Units; (e) All oil and gas produced from or attributable to the Mineral/Royalty/Overriding Interest and Units (and all the proceeds thereof) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Date, and production, plant and transportation imbalances as of the Effective Date; (f) The data, software and records of Grantor, to the extent relating solely to those Assets conveyed in 2.1(a-f) (the “Records”), excluding, however, in each case: (i) all corporate, financial, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, or by applicable law, and for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the fee or other consideration, as applicable; (iii) all legal records and legal files of Grantor including all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and Grantor’s working files for litigation of Grantor related to the Assets); (Clauses (i) through (iii) shall sometimes hereinafter be collectively referred to as the “Excluded RecordsMortgaged Properties”): all of Mortgagor’s right, title, interest and estate in, to and under the oil, gas or other mineral leases described in Exhibit A attached hereto and made a part hereof (the “Leases”). EXCEPTING AND RESERVING ; insofar as and only insofar as such Leases cover and pertain to Grantorthe Target Formation, including to such rights in and under the Leases as may be necessary to drill to, complete in and produce and market crude oil, natural gas and natural gas liquids (collectively, “Hydrocarbons”) from the Target Formation; but specifically excluding, however, all of Mortgagor’s rights, title, and interests in and to (i) any oil, gas, water supply, saltwater disposal or other well of any nature whatsoever now or hereafter located on the Excluded Assets Subject Lands at the time of or prior to a foreclosure sale of the Mortgaged Properties, including, without limitation any Development Xxxxx (as defined beloweach a “Well” and collectively, the “Xxxxx”); and (ii) all personal property, fixtures and equipment in or on or acquired or used in connection with the ownership or operation of the Xxxxx or the production, storage, treating, conditioning, processing, compressing, dehydrating, gathering, transporting or marketing of Hydrocarbons produced from the Xxxxx, or the disposal of saltwater or other substances, produced therefrom. TO HAVE AND TO HOLD the Assets Mortgaged Properties unto GranteeTrustee, its Trustee’s successors or substitutes in the Trust and Trustee’s or their assigns, forever, subject, however, to the terms and conditions of this Conveyance.

Conveyance. Grantor, for and in consideration of the sum of Ten Dollars ($10) cash and other good and valuable consideration, in hand paid, the receipt and sufficiency of which is hereby acknowledged, hereby grants, bargains, sells, and conveys unto Grantee an undivided seventy-five percent (75%) all of Grantor’s right, title and interest in and to the following property of Grantor, excluding, however, the Excluded Assets Grantor (collectively the “Assets”): (a) (i) all oil, gas, hydrocarbons hydrocarbons, and other minerals of whatever kind or nature in, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment Assignment, and (ii) the lands and any associated royalty interests, overriding royalty interests, mineral fee interests, payments out of production, carried interests, reversionary rights, contractual rights to production, or other interest in oil, gas, hydrocarbons and other minerals of whatever kind or nature granted under in and to the lands described in the Prior AssignmentAssignment (which shall not be limited (A) due to incorrect recording information appearing in the foregoing recitals or (B) to the lands specifically described in the Previous Assignments), INSOFAR AND ONLY INSOFAR as such lands are described on Exhibit A (the “Mineral/Royalty/Overriding Interest”); (b) All pooled, communitized or unitized acreage which includes all or part of any Mineral/Royalty/Overriding Interest (the “Units”), and all tenements, hereditaments and appurtenances belonging to any Mineral/Royalty/Overriding Interest or Unit; (c) All currently existing contracts, agreements and instruments with respect to the Mineral/Royalty/Overriding Interest and Units, to the extent applicable to the Mineral/Royalty/Overriding Interest and Units including operating agreements, unitization, pooling, communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of oil and gas and processing agreements, but excluding any contracts, agreements and instruments included within the definition of “Excluded Assets” (subject to such exclusion, the “Contracts”); (d) All surface fee interests, easements, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use solely in connection with, the Mineral/Royalty/Overriding Interest and Units, which shall be sold in conjunction with and only to the extent necessary for the production and development of hydrocarbons within a reasonable time from the Mineral/Royalty/Overriding Interest and Unitsexecution of this Conveyance; (e) All Subject to Section 2.1(f), below, all oil and gas produced from or attributable to the Mineral/Royalty/Overriding Interest and Units (and all the proceeds thereof) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Date, and production, plant and transportation imbalances as of the Effective Date; (f) Any and all rights of Grantor to payments, receipts, revenues, interest and income of any kind from the Mineral/Royalty/Overriding Interest or Units which are received by Grantor or Grantee and dated from and after the Effective Date, regardless of whether any such amounts relate to periods of time prior to the Effective Date, excluding however, any amounts received as part of or in connection with any settlement or judgment pertaining to any dispute to the extent such settlement or judgment is attributable to periods of time prior to the Effective Date; and (g) The data, software and records of Grantor, to the extent relating solely to those Assets conveyed in 2.1(a-f) (the “Records”), excluding, however, in each case: (i) all corporate, financial, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, or by applicable law, and for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the fee or other consideration, as applicable; (iii) all legal records and legal files of Grantor including all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and Grantor’s working files for litigation of Grantor related to the Assets); (Clauses (i) through (iii) shall hereinafter be referred to as the “Excluded Records”” ). EXCEPTING AND RESERVING to Grantor, however, the Excluded Assets (as defined below), TO HAVE AND TO HOLD the Assets unto Grantee, its successors and assigns, forever, subject, however, to the terms and conditions of this Conveyance.

Conveyance. Grantor, for and in consideration of the sum of Ten Dollars ($10) cash and other good and valuable consideration, in hand paid, the receipt and sufficiency of which is hereby acknowledged, hereby grants, bargains, sells, and conveys unto Grantee an undivided seventy-five percent (75%) all of Grantor’s right, title and interest in and to the following property of Grantor, excluding, however, the Excluded Assets Grantor (collectively the “Assets”): (a) (i) all oil, gas, hydrocarbons hydrocarbons, and other minerals of whatever kind or nature in, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any associated royalty interests, overriding royalty interests, mineral fee interests, payments out of production, carried interests, reversionary rights, contractual rights to production, or other interest in oil, gas, hydrocarbons and other minerals of whatever kind or nature granted under the Prior Assignment, INSOFAR AND ONLY INSOFAR as described on Exhibit A (the “Mineral/Royalty/Overriding Interest”); (b) All pooled, communitized or unitized acreage which includes all or part of any Mineral/Royalty/Overriding Interest (the “Units”), and all tenements, hereditaments and appurtenances belonging to any Mineral/Royalty/Overriding Interest or Unit; (c) All currently existing contracts, agreements and instruments with respect to the Mineral/Royalty/Overriding Interest and Units, to the extent applicable to the Mineral/Royalty/Overriding Interest and Units including operating agreements, unitization, pooling, communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of oil and gas and processing agreements, but excluding any contracts, agreements and instruments included within the definition of “Excluded Assets” (subject to such exclusion, the “Contracts”); (d) All surface fee interests, easements, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use solely in connection with, the Mineral/Royalty/Overriding Interest and Units, which shall be sold in conjunction with and only to the extent necessary for the production and development of hydrocarbons within a reasonable time from the Mineral/Royalty/Overriding Interest and Unitsexecution of this Conveyance; (e) All Subject to Section 2.1(f), below, all oil and gas produced from or attributable to the Mineral/Royalty/Overriding Interest and Units (and all the proceeds thereof) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Date, and production, plant and transportation imbalances as of the Effective Date; (f) Any and all rights of Grantor to payments, receipts, revenues, interest and income of any kind from the Mineral/Royalty/Overriding Interest or Units which are received by Grantor or Grantee and dated from and after the Effective Date, regardless of whether any such amounts relate to periods of time prior to the Effective Date, excluding however, any amounts received as part of or in connection with any settlement or judgment pertaining to any dispute to the extent such settlement or judgment is attributable to periods of time prior to the Effective Date; and (g) The data, software and records of Grantor, to the extent relating solely to those Assets conveyed in 2.1(a-f) (the “Records”), excluding, however, in each case: (i) all corporate, financial, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, or by applicable law, and for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the fee or other consideration, as applicable; (iii) all legal records and legal files of Grantor including all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and Grantor’s working files for litigation of Grantor related to the Assets); (Clauses (i) through (iii) shall hereinafter be referred to as the “Excluded Records”” ). EXCEPTING AND RESERVING to Grantor, however, the Excluded Assets (as defined below), TO HAVE AND TO HOLD the Assets unto Grantee, its successors and assigns, forever, subject, however, to the terms and conditions of this Conveyance.

Conveyance. Grantor, for and in consideration of the sum of Ten Dollars ($10) cash and other good and valuable consideration, in hand paid, the receipt and sufficiency of which is are hereby acknowledged, hereby grants, bargains, sells, and conveys unto Grantee an undivided seventy-five percent (75%) Grantee, 79% of Grantor’s right, title title, interest and interest estate, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, in and to the following property of Grantorfollowing, excluding, however, excepting the Excluded Assets (collectively collectively, the “Assets”): (a) (i) all oil, gas, hydrocarbons All of the oil and gas leases; subleases and other minerals of whatever kind or nature in, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any associated royalty leaseholds; carried interests, ; farmout rights; options; overriding royalty interests, ; mineral and royalty interests; fee mineral interests, payments out of production, carried interests, reversionary rights, contractual rights to production, or other interest in oil, gas, hydrocarbons ; and other minerals of whatever kind or nature granted under the Prior Assignment, INSOFAR AND ONLY INSOFAR as properties and interests expressly described on Exhibit A A-1 (collectively, the “Leases”), together with each and every kind and character of right, title, claim, and interest that Seller has in and to the Leases or the lands currently pooled, unitized, communitized or consolidated therewith (the “Mineral/Royalty/Overriding InterestLands”); (b) All pooledoil, communitized gas, water or unitized acreage injection xxxxx located on the Lands, whether producing, shut-in, or temporarily abandoned, including the interests in the xxxxx shown on Exhibit A-2 attached hereto (the “Xxxxx”); (c) All leasehold interest of Seller in or to any currently existing pools or units which includes include any of the Lands or all or a part of any Mineral/Royalty/Overriding Interest Leases or include any Xxxxx (all such pools or units, together with the Leases, Lands and Xxxxx, being hereinafter referred to as the “UnitsProperties”)) and including all interest of Seller derived from the Leases in production of Hydrocarbons from any such unit, whether such production of Hydrocarbons comes from Xxxxx located on or off of a Lease, and all tenements, hereditaments and appurtenances belonging to the Leases and any Mineral/Royalty/Overriding Interest such pools or Unitunits; (cd) All currently existing all contracts, agreements and instruments with respect by which the Properties are bound, or that relate to or are otherwise applicable to the Mineral/Royalty/Overriding Interest and UnitsProperties, Pipelines, Equipment or Facilities, only to the extent applicable to the Mineral/Royalty/Overriding Interest and Units Properties, Pipelines, Equipment or Facilities, including but not limited to, operating agreements, unitization, pooling, pooling and communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exploration agreements, participation agreements, exchange agreements, transportation or gathering agreements, agreements for the sale and purchase of oil oil, gas, casinghead gas or carbon dioxide or processing agreements to the extent applicable to the Properties or the production of Hydrocarbons produced in association therewith from the Properties, including those identified on Schedule 1.2(e) to the Purchase and gas and processing agreementsSale Agreement (hereinafter collectively referred to as the “Contracts”), but excluding any contracts, agreements and instruments included within to the definition of “Excluded Assets” (subject extent transfer is restricted by third-party agreement or applicable Law and the necessary consents to such exclusion, transfer are not obtained pursuant to Section 7.7 to the Purchase and Sale Agreement and provided that “Contracts”)” shall not include the instruments constituting the Leases or Surface Contracts; (de) All surface fee interestseasements, easementspermits, licenses, servitudes, rights-of-way, surface leases and other surface rights (“Surface Contracts”) appurtenant to, and used or held for use solely primarily in connection withwith the Properties, Pipelines or Facilities (including those identified on Schedule 1.2(h) to the Mineral/Royalty/Overriding Interest Purchase and UnitsSale Agreement, but excluding any permits and only other rights to the extent transfer is restricted by third-party agreement or applicable Law and the necessary for consents to transfer are not obtained pursuant to Section 7.7 to the production Purchase and development of hydrocarbons from the Mineral/Royalty/Overriding Interest and UnitsSale Agreement; (ef) All oil equipment, machinery, fixtures and gas other tangible personal property and improvements located on the Properties, or used or held for use primarily in connection with the operation of the Properties, Pipelines or Facilities, including those identified on Exhibit A2 to the Purchase and Sale Agreement (the “Equipment”); (g) All flow lines, pipelines, gathering systems and appurtenances thereto located on the Properties or used, or held for use, primarily in connection with the operation of the Properties (collectively, the “Pipelines”); (h) All plants and facilities used or held for use primarily in connection with the operation of the Properties or the Pipelines (the “Facilities”); (i) All Hydrocarbons produced from or attributable to the Mineral/Royalty/Overriding Interest Leases, Lands, and Units (Xxxxx from and all the proceeds thereof) after the Effective DateTime, all oiltogether with Imbalances associated with the Properties, condensate Pipelines or Facilities; and (j) All lease files; land files; well files; gas and scrubber liquids inventories oil sales contract files; gas processing files; division order files; abstracts; title opinions; land surveys; logs; maps; engineering data and ethanereports; and other books, propanerecords, iso-butanedata, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Datefiles, and productionaccounting records, plant and transportation imbalances as of the Effective Date; (f) The data, software and records of Grantor, in each case to the extent relating solely related primarily to those Assets conveyed the Assets, or used or held for use primarily in 2.1(a-f) (connection with the “Records”)maintenance or operation thereof, excluding, however, in each case: but excluding (i) all corporateany books, financialrecords, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any data, software files, maps, and accounting records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration restricted by any license third-party agreement or other agreement with a person other than Affiliates of Grantor, or by applicable law, Law and for which no consent the necessary consents to transfer has been received are not obtained pursuant to Section 7.7 to the Purchase and Sale Agreement, (ii) computer or for which Grantee has not agreed in writing to pay the fee communications software or other considerationintellectual property (including tapes, as applicable; codes, data and program documentation and all tangible manifestations and technical information relating thereto), (iii) all legal records attorney-client privileged communications and legal files of Grantor including all work product of and attorney-client communications with Seller’s or any of GrantorSeller’s Affiliates’ legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts ) and Grantor’s working files for litigation of Grantor related (iv) records relating to the Assets); negotiation and consummation of the sale of the Assets (Clauses (i) through (iii) shall hereinafter be referred subject to as such exclusions, the “Excluded Records”). EXCEPTING AND RESERVING to Grantor; provided, however, that Seller may retain the Excluded Assets (originals of such Records as defined below)Seller has determined may be required for litigation, TO HAVE AND TO HOLD the Assets unto Granteetax, its successors accounting, and assigns, forever, subject, however, to the terms auditing purposes and conditions of this Conveyanceprovide Purchaser with copies thereof at Seller’s cost.

Conveyance. Grantor, for and in consideration of the sum of Ten Dollars ($10) cash and other good and valuable consideration, in hand paid, the receipt and sufficiency of which is are hereby acknowledged, hereby grants, bargains, sells, and conveys unto Grantee an undivided seventy-five percent (75%) Grantee, 26.5% of Grantor’s right, title title, interest and interest estate, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, in and to the following property of Grantorfollowing, excluding, however, excepting the Excluded Assets (collectively collectively, the “Assets”): (a) (i) all oil, gas, hydrocarbons All of the oil and gas leases; subleases and other minerals of whatever kind or nature in, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any associated royalty leaseholds; carried interests, ; farmout rights; options; overriding royalty interests, ; mineral and royalty interests; fee mineral interests, payments out of production, carried interests, reversionary rights, contractual rights to production, or other interest in oil, gas, hydrocarbons ; and other minerals of whatever kind or nature granted under the Prior Assignment, INSOFAR AND ONLY INSOFAR as properties and interests expressly described on Exhibit A A-1 (collectively, the “Leases”), together with each and every kind and character of right, title, claim, and interest that Seller has in and to the Leases or the lands currently pooled, unitized, communitized or consolidated therewith (the “Mineral/Royalty/Overriding InterestLands”); (b) All pooledoil, communitized gas, water or unitized acreage injection xxxxx located on the Lands, whether producing, shut-in, or temporarily abandoned, including the interests in the xxxxx shown on Exhibit A-2 attached hereto (the “Xxxxx”); (c) All leasehold interest of Seller in or to any currently existing pools or units which includes include any of the Lands or all or a part of any Mineral/Royalty/Overriding Interest Leases or include any Xxxxx (all such pools or units, together with the Leases, Lands and Xxxxx, being hereinafter referred to as the “UnitsProperties”)) and including all interest of Seller derived from the Leases in production of Hydrocarbons from any such unit, whether such production of Hydrocarbons comes from Xxxxx located on or off of a Lease, and all tenements, hereditaments and appurtenances belonging to the Leases and any Mineral/Royalty/Overriding Interest such pools or Unitunits; (cd) All currently existing all contracts, agreements and instruments with respect by which the Properties are bound, or that relate to or are otherwise applicable to the Mineral/Royalty/Overriding Interest and UnitsProperties, Pipelines, Equipment or Facilities, only to the extent applicable to the Mineral/Royalty/Overriding Interest and Units Properties, Pipelines, Equipment or Facilities, including but not limited to, operating agreements, unitization, pooling, pooling and communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exploration agreements, participation agreements, exchange agreements, transportation or gathering agreements, agreements for the sale and purchase of oil oil, gas, casinghead gas or carbon dioxide or processing agreements to the extent applicable to the Properties or the production of Hydrocarbons produced in association therewith from the Properties, including those identified on Schedule 1.2(e) to the Purchase and gas and processing agreementsSale Agreement (hereinafter collectively referred to as the “Contracts”), but excluding any contracts, agreements and instruments included within to the definition of “Excluded Assets” (subject extent transfer is restricted by third-party agreement or applicable Law and the necessary consents to such exclusion, transfer are not obtained pursuant to Section 7.7 to the Purchase and Sale Agreement and provided that “Contracts”)” shall not include the instruments constituting the Leases or Surface Contracts; (de) All surface fee interestseasements, easementspermits, licenses, servitudes, rights-of-way, surface leases and other surface rights (“Surface Contracts”) appurtenant to, and used or held for use solely primarily in connection withwith the Properties, Pipelines or Facilities (including those identified on Schedule 1.2(h) to the Mineral/Royalty/Overriding Interest Purchase and UnitsSale Agreement, but excluding any permits and only other rights to the extent transfer is restricted by third-party agreement or applicable Law and the necessary for consents to transfer are not obtained pursuant to Section 7.7 to the production Purchase and development of hydrocarbons from the Mineral/Royalty/Overriding Interest and UnitsSale Agreement; (ef) All oil equipment, machinery, fixtures and gas other tangible personal property and improvements located on the Properties, or used or held for use primarily in connection with the operation of the Properties, Pipelines or Facilities, including those identified on Exhibit A-2 to the Purchase and Sale Agreement (the “Equipment”); (g) All flow lines, pipelines, gathering systems and appurtenances thereto located on the Properties or used, or held for use, primarily in connection with the operation of the Properties (collectively, the “Pipelines”); (h) All plants and facilities used or held for use primarily in connection with the operation of the Properties or the Pipelines (the “Facilities”); (i) All Hydrocarbons produced from or attributable to the Mineral/Royalty/Overriding Interest Leases, Lands, and Units (Xxxxx from and all the proceeds thereof) after the Effective DateTime, all oiltogether with Imbalances associated with the Properties, condensate Pipelines or Facilities; and (j) All lease files; land files; well files; gas and scrubber liquids inventories oil sales contract files; gas processing files; division order files; abstracts; title opinions; land surveys; logs; maps; engineering data and ethanereports; and other books, propanerecords, iso-butanedata, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Datefiles, and productionaccounting records, plant and transportation imbalances as of the Effective Date; (f) The data, software and records of Grantor, in each case to the extent relating solely related primarily to those Assets conveyed the Assets, or used or held for use primarily in 2.1(a-f) (connection with the “Records”)maintenance or operation thereof, excluding, however, in each case: but excluding (i) all corporateany books, financialrecords, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any data, software files, maps, and accounting records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration restricted by any license third-party agreement or other agreement with a person other than Affiliates of Grantor, or by applicable law, Law and for which no consent the necessary consents to transfer has been received are not obtained pursuant to Section 7.7 to the Purchase and Sale Agreement, (ii) computer or for which Grantee has not agreed in writing to pay the fee communications software or other considerationintellectual property (including tapes, as applicable; codes, data and program documentation and all tangible manifestations and technical information relating thereto), (iii) all legal records attorney-client privileged communications and legal files of Grantor including all work product of and attorney-client communications with Seller’s or any of GrantorSeller’s Affiliates’ legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts ) and Grantor’s working files for litigation of Grantor related (iv) records relating to the Assets); negotiation and consummation of the sale of the Assets (Clauses (i) through (iii) shall hereinafter be referred subject to as such exclusions, the “Excluded Records”). EXCEPTING AND RESERVING to Grantor; provided, however, that Seller may retain the Excluded Assets (originals of such Records as defined below)Seller has determined may be required for litigation, TO HAVE AND TO HOLD the Assets unto Granteetax, its successors accounting, and assigns, forever, subject, however, to the terms auditing purposes and conditions of this Conveyanceprovide Purchaser with copies thereof at Seller’s cost.

Conveyance. Grantor, for and in consideration of the sum of Ten Dollars ($10) cash and other good and valuable consideration, in hand paid, the receipt and sufficiency of which is hereby acknowledged, hereby grants, bargains, sells, and conveys unto Grantee an undivided seventyGrantee, subject to the Permitted Encumbrances, eight and one-five third percent (758.33333%) of Grantor’s all present right, title and interest of Grantor in and to the following property of Grantor(collectively, excluding, however, the Excluded Assets (collectively the “Assets”):), which with respect to the Leases, Xxxxx and Units described below shall not be less than the working interests and net revenue interests shown on Exhibits “A,” “A-1” and “A-2” attached hereto: (a) (i) all The oil and gas leases, oil, gasgas and mineral leases, hydrocarbons subleases and other minerals of whatever kind or nature inleaseholds, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any associated royalty interestsroyalties, overriding royalty royalties, net profits interests, mineral fee interests, payments out of production, carried interests, reversionary rightsand other properties and interests described on Exhibit “A”, contractual rights together with any other leases or interests within or pertaining to productionlands within the Area of Mutual Interest described in Section 1.2(d) hereof (collectively, or other interest in the “Leases”), and any and all oil, gas, hydrocarbons and other minerals of whatever kind water, CO2 or nature granted under injection xxxxx thereon, including the Prior Assignment, INSOFAR AND ONLY INSOFAR as described interests in the xxxxx shown on Exhibit A “A-1” attached hereto (the “Mineral/Royalty/Overriding InterestXxxxx”); (b) All pooled, communitized or unitized acreage which includes all or a part of any Mineral/Royalty/Overriding Interest Lease or includes any Well including but not limited to those production units described on Exhibit “A-2” (the “Units”), and all tenements, hereditaments and appurtenances belonging to any Mineral/Royalty/Overriding Interest or Unitthe Leases and Units; (c) All currently gas and water pipelines and gathering systems and water disposal systems, compressors, wellhead equipment and facilities, central production facilities, saltwater disposal xxxxx and facilities located on the Leases or used in connection with the Xxxxx (collectively, the “Facilities” and, together with the Units, Leases and Xxxxx, the “Properties”); (d) All presently existing written contracts, agreements and instruments with respect to by which the Mineral/Royalty/Overriding Interest and UnitsAssets are bound, to the extent applicable to the Mineral/Royalty/Overriding Interest and Units Assets, including but not limited to, operating agreements, unitization, pooling, pooling and communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, and agreements for the sale and purchase of oil and gas Hydrocarbons and processing agreements, but excluding any contracts, agreements and instruments included within to the definition extent applicable to the Properties or the production of “Excluded Assets” Hydrocarbons from the Properties (subject to such exclusion, the “Contracts”); (de) All surface fee interests, easements, permits, licenses, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use solely in connection with, the Mineral/Royalty/Overriding Interest and Units, and only to the extent necessary for the production and development of hydrocarbons from the Mineral/Royalty/Overriding Interest and Units; Properties (e) All oil and gas produced from or attributable to the Mineral/Royalty/Overriding Interest and Units (and all the proceeds thereof) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Date, and production, plant and transportation imbalances as of the Effective Date“Appurtenant Rights”); (f) The dataAll equipment, software machinery, fixtures and records other tangible personal property and improvements located on the Properties or used or held for use in connection with the operation of Grantorthe Properties (the “Equipment”); (g) All of the following, to the extent relating solely related to those Assets conveyed the Properties and in 2.1(aSeller’s possession, or used or held for use in connection with the maintenance or operation thereof and to the extent such are assignable or transferable by Seller without restriction under applicable law or any contracts, instruments or agreements (and without payment by Seller): all technical information, including, but not limited to, all geological, geochemical and geophysical information, geographic and structural geological maps, well logs and related analyses and correlations, paleontological data, stratigraphic studies and data pertaining to permeability or porosity, seismic and gravitational data and production records, engineering and geological data, consultants' studies or reports regarding any of the foregoing and any and all interpretative analyses of the foregoing; copies of all insurance policies and bonds, all original books, records, files, documents (including accounts payable and receivable, accounting records, Leases, deeds, and Contracts); all title information (including, but not limited to, lease files, land files, well files, division order files, agreement files, gas sales, gathering and processing files, title opinions, abstracts, evidence that rentals, royalties and other payments due under the Leases and Contracts have been paid, evidence that Taxes have been paid, maps and surveys, lease records and data sheets), computer-f) sensible copies of all of Seller’s computer records; and all plans for exploration and development, applications, inspection reports, environmental impact statements, assessments and studies, permits, licenses, orders, consents, notices, correspondence and other statements and instruments pertaining to environmental matters and requirements that have been filed with or supplied to or by any Governmental Authority (the “Records”), excluding, however, in each case: (i) all corporate, financial, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, or by applicable law, and for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the fee or other consideration, as applicable; (iii) all legal records and legal files of Grantor including all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and Grantor’s working files for litigation of Grantor related to the Assets); (Clauses (i) through (iii) shall hereinafter be referred to as the “Excluded Records”). EXCEPTING AND RESERVING to Grantor, however, the Excluded Assets (as defined below), TO HAVE AND TO HOLD the undivided interest herein described in the Assets unto Grantee, its successors and assigns, forever, subject, however, to the terms and conditions of this Conveyance.

Conveyance. GrantorOn the Closing Date, for each Seller shall convey title to the respective Property owned by such Seller by special or limited warranty deed in the form attached hereto as Exhibit “J” (each, a “Deed”, and in consideration collectively, the “Deeds”), free and clear of all liens and encumbrances, except the following (collectively, the “Permitted Exceptions”): (i) real estate taxes and assessments, both general and special, not yet due and payable; (ii) declarations, conditions, covenants, restrictions, easements, rights of way and other matters of record, including without limitation, those items shown on the subdivision plat of the sum Property, which are not objected to or are waived by Buyer pursuant to Section 3.2 herein; (iii) zoning and building ordinances; (iv) those matters disclosed by the Survey or which would be disclosed by any accurate survey of Ten Dollars the Property; ($10v) cash matters of record as of the Effective Date not objected to by Buyer or which were Objections and other good and valuable consideration, Buyer elected to waive in hand paid, accordance with Section 3.2 above; (vi) the receipt and sufficiency rights of which is hereby acknowledged, hereby grants, bargains, sells, and conveys unto Grantee an undivided seventytenants in possession as tenants only; (vii) the rights of any third-five percent (75%) of Grantor’s right, title and interest in party pursuant to any unrecorded cable agreement specifically and to the following property of Grantor, excluding, however, the Excluded Assets (collectively the “Assets”): (a) (i) all oil, gas, hydrocarbons and other minerals of whatever kind or nature in, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any associated royalty interests, overriding royalty interests, mineral fee interests, payments out of production, carried interests, reversionary rights, contractual rights to production, or other interest in oil, gas, hydrocarbons and other minerals of whatever kind or nature granted under the Prior Assignment, INSOFAR AND ONLY INSOFAR as extent described on Exhibit A “C” attached hereto (the “Mineral/Royalty/Overriding Interest”); (b) All pooled, communitized or unitized acreage which includes all or part of any Mineral/Royalty/Overriding Interest (the “UnitsCable Agreements”), if any, and all tenementsany licensees and/or temporary occupants under the Temporary Occupancy Agreements, hereditaments and appurtenances belonging to if any; (viii) the Excluded Property Title Matters; (ix) any Mineral/Royalty/Overriding Interest potential lien or Unit; (c) All currently existing contractsencumbrance arising out of services, agreements and instruments labor or materials furnished with respect to the Mineral/Royalty/Overriding Interest and UnitsTanasbourne Work, to the extent applicable to Tanasbourne Contracts and/or the Mineral/Royalty/Overriding Interest and Units including operating agreements, unitization, pooling, communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of oil and gas and processing agreements, but excluding any contracts, agreements and instruments included within the definition of “Excluded Assets” Tanasbourne Plans (subject to Tanasbourne Seller’s obligations with respect to such exclusionwork and any credits in favor of Buyer as provided for in this Agreement); and (x) any potential lien or encumbrance arising out of services, labor or materials furnished with respect to the Kenwood Work, the Kenwood Contracts and/or the Kenwood Plans (subject to Kenwood Seller’s obligations with respect to such work and any credits in favor of Buyer as provided for in this Agreement). Transfer of each Seller’s interest as landlord under the leases then in effect at Closing with respect to the Property owned by such Seller (collectively, the “ContractsLeases”) shall be made by an Assignment and Assumption Agreement (the “Assignment of Leases”); , substantially in the form of the Assignment of Leases and Guaranties attached hereto as Exhibit “D” and made a part hereof, to be executed by each respective Seller and Buyer effective as of Closing. The Leases in effect as of the Effective Date for each respective Property (din addition to the Polaris Ground Leases and the Tanasbourne Ground Leases) All surface fee interestsare more particularly described on Exhibit “C” attached hereto and made a part hereof. In addition, easements, servitudes, rights-of-way, surface leases each Seller shall assign to Buyer at Closing the Cable Agreements and all license agreements and other surface rights appurtenant to, and used or held for use solely temporary occupancy agreements then in connection witheffect with respect to the Property owned by such Seller (collectively, the Mineral/Royalty/Overriding Interest “Temporary Occupancy Agreements”). The Cable Agreements and Units, and only to the extent necessary for the production and development of hydrocarbons from the Mineral/Royalty/Overriding Interest and Units; (e) All oil and gas produced from or attributable to the Mineral/Royalty/Overriding Interest and Units (and all the proceeds thereof) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units Temporary Occupancy Agreements in storage effect as of the Effective Date, and productionif any, plant and transportation imbalances as of the Effective Date; (f) The data, software and records of Grantor, to the extent relating solely to those Assets conveyed in 2.1(a-f) (the for each respective Property are also set forth on Exhibit “Records”), excluding, however, in each case: (i) all corporate, financial, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, or by applicable law, and for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the fee or other consideration, as applicable; (iii) all legal records and legal files of Grantor including all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and Grantor’s working files for litigation of Grantor related to the Assets); (Clauses (i) through (iii) shall hereinafter be referred to as the “Excluded Records”). EXCEPTING AND RESERVING to Grantor, however, the Excluded Assets (as defined below), TO HAVE AND TO HOLD the Assets unto Grantee, its successors and assigns, forever, subject, however, to the terms and conditions of this ConveyanceC” attached hereto.

Conveyance. Grantor, for 1.1 That in pursuance of the Agreement and in consideration of a sum as mentioned in Schedule C (hereinafter referred to as "Total Price of Unit") paid by the sum of Ten Dollars ($10Allottee(s) cash and other good and valuable consideration, in hand paidto the Promoter, the receipt whereof the Promoter do hereby admits and sufficiency acknowledges, pursuant to which the Promoter do hereby grant, sell, transfer, assign, assure and convey unto the Allottee(s) by way of which is hereby acknowledgedconveyance, hereby grantsall its rights, bargainstitles and interests, sellsbenefits and advantages in the said Unit in the Said Project and along with exclusive right to use open/ covered parking (if applicable), as permissible under the Applicable Law and the proportionate, undivided, impartible share in the Common Areas, Amenities and Facilities of the Whole Project and Common Areas, Amenities and Facilities reserved for Residential Block (except Common Areas, Amenities, and conveys unto Grantee an undivided seventyFacilities Reserved for EWS and Convenient Shopping Block) in the Whole Project together with right to use and access all the ways, paths, passages, rights, liberties, privileges, easements and benefits appurtenant to the said Unit or any part thereof and to hold and use the same subject to the exceptions, reservations, conditions and covenants contained herein and the terms, conditions, stipulations and restrictions contained herein and in the Deed of Declaration, free from all Encumbrances. 1.2 That the Promoter is full-five percent (75%fledged and lawful owner of the Unit and is fully competent and entitled to execute and get registered this Deed in favour of the Allottee(s). The Promoter assures the Allottee(s) that the title of Grantor’s rightthe Promoter in the Unit is free from all types of encumbrances, acquisitions proceedings, charges, taxes, liens, restraint orders, attachment etc. and the Promoter hold impeccable and marketable title and interest in power to convey, transfer, alienate and to sell the following property of Grantor, excluding, however, the Excluded Assets (collectively the “Assets”): (a) (i) all oil, gas, hydrocarbons same and other minerals of whatever kind there is no legal impediment or nature in, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any associated royalty interests, overriding royalty interests, mineral fee interests, payments out of production, carried interests, reversionary rights, contractual rights to production, or other interest in oil, gas, hydrocarbons and other minerals of whatever kind or nature granted under the Prior Assignment, INSOFAR AND ONLY INSOFAR as described on Exhibit A (the “Mineral/Royalty/Overriding Interest”); (b) All pooled, communitized or unitized acreage which includes all or part restraint of any Mineral/Royalty/Overriding Interest (the “Units”), and all tenements, hereditaments and appurtenances belonging to any Mineral/Royalty/Overriding Interest or Unit; (c) All currently existing contracts, agreements and instruments with respect to the Mineral/Royalty/Overriding Interest and Units, to the extent applicable to the Mineral/Royalty/Overriding Interest and Units including operating agreements, unitization, pooling, communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, agreements nature whatsoever for the sale and purchase transfer of oil and gas and processing agreements, but excluding any contracts, agreements and instruments included within the definition of “Excluded Assets” (subject to such exclusion, the “Contracts”); (d) All surface fee interests, easements, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use solely in connection with, the Mineral/Royalty/Overriding Interest and Units, and only Unit to the extent necessary Allottee(s). Accordingly, this Deed is being executed by the Promoter to transfer and convey absolute title in respect of the Unit in favour of the Allottee(s). And now it shall be lawful for the production Allottee(s) for all times hereafter to enter upon the Unit and development of hydrocarbons hold and enjoy the same and every part thereof without any interruption, disturbance, claim or demand from the Mineral/Royalty/Overriding Interest and Units; (e) All oil and gas produced from or attributable to the Mineral/Royalty/Overriding Interest and Units (and all the proceeds thereof) after the Effective DatePromoter, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Date, and production, plant and transportation imbalances as of the Effective Date; (f) The data, software and records of Grantor, to the extent relating solely to those Assets conveyed in 2.1(a-f) (the “Records”), excluding, however, in each case: (i) all corporate, financial, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, or by applicable law, and for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the fee or other consideration, as applicable; (iii) all legal records and legal files of Grantor including all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and Grantor’s working files for litigation of Grantor related to the Assets); (Clauses (i) through (iii) shall hereinafter be referred to as the “Excluded Records”). EXCEPTING AND RESERVING to Grantor, however, the Excluded Assets (as defined below), TO HAVE AND TO HOLD the Assets unto Grantee, its successors and assigns, forever, subject, however, subject to the terms and conditions of this ConveyanceDeed along with the terms of the Agreement, and the Deed of Declaration. 1.3 The Promoter agrees and acknowledges that after registration of this Deed, the Allottee(s) shall have the right to the Unit as mentioned below: (i) The Allottee(s) shall have exclusive ownership of the Unit. (ii) The Allottee(s) shall also have undivided proportionate ownership and share in the Common Areas, Amenities and Facilities of the Whole Project and Common Areas, Amenities and Facilities of the Residential Block. Since the share/ interest of Allottee(s) in the Common Areas, Amenities and Facilities of the Whole Project and Common Areas, Amenities and Facilities of the Residential Block is indivisible and cannot be divided or separated, the Allottee(s) shall use the same, along with other occupants and maintenance staff etc., without causing any inconvenience or hindrance to them. It is clarified that the Promoter shall handover the Common Areas, Amenities and Facilities of the Whole Project along with Common Areas and Facilities reserved for Residential Block to the Association or its nominees or the Maintenance Agency after duly obtaining the Occupancy Certificate from the competent authority. 1.4 That the Allottee(s) shall henceforth be fully competent and entitled and shall have absolute right to deal with the said Unit in any manner including sale, transfer, gift, lease, mortgage or assignment thereof. However, such sale, lease, transfer, mortgage, assignment etc. shall be subject to terms and conditions in the present Deed and the Agreement. 1.5 The Allottee(s) agrees and understands that except the Unit as described in Schedule-B attached hereto, the Allottee(s) shall have no ownership claim or right of any nature in respect of any un-allotted saleable / leasable area in the Said Project/Residential Block/Whole Project. Such un- allotted saleable / leasable spaces shall remain the exclusive property of the Promoter, which it shall be free to deal with, in accordance with Applicable Laws. Additionally Nursery School Land, and Primary School Land which form part of the Entire Land are property of the Promoter and it shall be free to deal with it. The Nursery School Land, and Primary School Land are exclusive of the Whole Project and the allottees/ users of the Nursery School Land, and Primary School Land will have no right in the Whole Project, except to the extent that the users/allottees of the Nursery School Land, and Primary School Land shall be entitled to use, and access the Internal Access Road for ingress and egress in the Nursery School Land, and Primary School Land and for their other day to day activities. It is however clarified that the obligation to maintain the Internal Access Road shall at all times be that of the Association and Maintenance Agency / Association shall be free to charge maintenance charges for the same from the allottees of the Nursery School Land, and Primary School Land. 1.6 Lawn Area Parking, Storage or any other area exclusively earmarked for a particular Allottee(s) by the Promoter shall form part of common areas and facilities reserved for exclusive use and enjoyment of that allottee to the exclusion of other allottees. 1.7 The Whole Project shall always be known as "Ashiana Amarah" and the residential portion of the Said Project (excluding EWS and Convenient Shopping Block developed with the Said Project) shall always be known as "Ashiana Amarah Phase I" and the name of the Whole Project and the portion of the Said Project (excluding EWS and Convenient Shopping Block developed with the Said Project) shall not be changed except with the consent of the Promoter. 1.8 That the Allottee(s) confirm that he / she / they / it have understood each and every clause/covenant of this Deed and his / her / their / its legal implications thereon and have also clearly understood his / her / its / their obligations and liabilities and the Promoter’s obligations and limitations as set forth in this Deed. That the Allottee(s) shall keep the Promoter, indemnified and harmless against any loss or damages that the Promoter may suffer as a result of non-observance or non-performance of the covenants and conditions in the Deed. 1.9 That the Allottee(s) confirms that the right, title and interest in the said Unit shall be limited to and governed by what is specified by the Promoter in the Deed of Declaration which has been filed by the Promoter in compliance of the Haryana Apartment Ownership Act, 1983, the Promoter accepts that the Deed of Declaration will be amended and the amended Deed of Declaration will be filed upon completion of Whole Project or any part thereof and as such the Allottee(s) do hereby unequivocally accept the present Deed of Declaration including the amended deed of declaration/s as may be filed by the Promoter which shall be conclusive and binding upon the Allottee(s) and the other unit owners.

Conveyance. Grantor, for For and in consideration of the sum of Ten Dollars One Hundred and No/ I 00 dollars ($10) 100.00), cash in hand paid, and other good and valuable consideration, including the assumption by Assignee of certain obligations and liabilities described in hand paidthat certain Purchase and Sale Agreement dated as of September 20, 2014, by and between Assignor, as Seller, and Assignee, as Buyer ("Purchase and Sale Agreement"), the receipt and sufficiency of which is are hereby acknowledged, Assignor, subject to said Purchase and Sale Agreement (which Purchase and Sale Agreement is incorporated herein by reference for all purposes), does hereby grantssell, bargainstransfer, sellsassign, convey, set over and deliver unto Assignee (without warranty of any kind, express or implied, except that Assignor shall warrant title to Assignee as to the Assets (as defined below), and conveys unto Grantee in particular to the working interests and net revenue interests shown on Exhibit A, against the claims of all persons claiming an undivided seventy-five percent (75%) interest therein by, through or under Assignor, hereinafter called the "Special Warranty"), with subrogation against Assignor's predecessors in title, excluding Affiliates, subject to the terms hereof, all of Grantor’s rightAssignor's rights, title and interests in and to the following (collectively, the "Assets"): The oil and gas leases, mineral executive interests, contractual rights, rights to explore, produce and develop, rights to drain, wellbore interests and/or properties set forth in Exhibit A and further including, if applicable, all renewals and extensions of those leases and all leases issued in substitution therefore (any such rights or interests collectively referred to as the "Leases"). Any unitization, pooling and/or communitization agreements, declarations, designations or orders relating to the Leases and all of Assignor's interest in and to the following property of Grantor, excluding, howeverproperties covered or units created thereby to the extent attributable to the Leases (collectively, the Excluded Assets (collectively the “Assets”): (a) (i) all oil"Units"). All oil and gas wells, gassalt water disposal wells, hydrocarbons xxxxxtion wells and other minerals wxxxx located on axxxxxing or draixxxx any of whatever kind the Leases, within the Units or nature in, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any associated royalty interests, overriding royalty interests, mineral fee interests, payments out of production, carried interests, reversionary rights, contractual rights to production, or other interest in oil, gas, hydrocarbons and other minerals of whatever kind or nature granted under the Prior Assignment, INSOFAR AND ONLY INSOFAR as described listed on Exhibit A (collectively, the “Mineral/Royalty/Overriding Interest”"Wells"); (b) . All pooledstructures, communitized xxxxxities, foundations, wellheads, tanks, pumps, compressors, separators, heater treaters, valves, fittings, equipment, machinery, fixtures, flowlines, pipelines, tubular goods, materials, tools, supplies, improvements, and any other real, personal, immovable and mixed property located on, used in the operation of, or unitized acreage which includes all relating to the production, treatment, non-regulated transportation, gathering, marketing, sale, processing, handling or part disposal of any Mineral/Royalty/Overriding Interest hydrocarbons, water, and associated substances produced from the Leases or the Units (the “Units”"Facilities"). all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other hydrocarbons, whether gaseous or liquid, produced or drained from or allocable to the Assets (as hereinafter defined) on and after the Effective Date (the "Hydrocarbons"). To the extent transferable, all tenements, hereditaments and appurtenances belonging to any Mineral/Royalty/Overriding Interest or Unit; (c) All currently existing contracts, agreements and instruments with respect to the Mineral/Royalty/Overriding Interest and Units, to the extent applicable to the Mineral/Royalty/Overriding Interest and Units including operating agreements, unitization, pooling, communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of oil and gas and processing agreements, but excluding any contracts, agreements and instruments included within the definition of “Excluded Assets” (subject to such exclusion, the “Contracts”); (d) All surface fee interests, easements, servitudespermits, rights-of-way, surface leases easements, licenses, servitudes, transportation agreements, pooling agreements, operating agreements, gas balancing agreements, participation and processing agreements, confidentiality agreements, side letter agreements and any other surface rights appurtenant toagreement, document or instrument listed on Exhibit A INSOFAR ONLY as they directly relate and used or held for use solely in connection with, the Mineral/Royalty/Overriding Interest and Units, and only to the extent necessary for the production and development of hydrocarbons from the Mineral/Royalty/Overriding Interest and Units; (e) All oil and gas produced from or are attributable to the Mineral/Royalty/Overriding Interest Leases, Units, Wells, Hydrocarbons, or Facilitiex xx the contractual and Units wellbore rights thereon or therein or the ownership or operation thereof, or the production, treatment, non-regulated transportation, gathering, marketing, sale, processing, handling disposal, storage or transportation of hydrocarbons, water, or substances associated therewith (and all the proceeds thereof) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable "Assumed Contracts"). Records relating to the Mineral/Royalty/Overriding Interest Leases, Units, Wells, Hydrocarbons, Assumed Conxxxxxs and Units Facilities in storage as the possession of the Effective Date, and production, plant and transportation imbalances as of the Effective Date; (f) The data, software and records of Grantor, to the extent relating solely to those Assets conveyed in 2.1(a-f) Assignor (the “"Records”), excluding, however, in each case: ") and including as follows: all (i) all corporatelease, financialland, tax and legal data division order files (including any abstracts of title, title opinions, certificates of title, title curative documents, and records of Grantor that relate to Grantor’s business generally (whether or not relating to the Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; division orders contained therein), (ii) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, or by applicable law, and for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the fee or other consideration, as applicable; Assumed Contracts; (iii) all legal records well, facility, operational, environmental, regulatory, compliance and legal historic production files of Grantor including and (iv) all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and Grantor’s working geological files for litigation of Grantor related relating to the AssetsLeases (the "Geologic Data"); , but not including any records which (Clauses A) Assignor is prohibited from transferring to Assignee by law or existing contractual relationship, or which (iB) through (iii) shall hereinafter be referred to as the “Excluded Records”). EXCEPTING AND RESERVING to Grantor, however, the constitute Excluded Assets (as hereinafter defined belowin Section 2), TO HAVE AND TO HOLD the Assets unto Grantee, its successors and assigns, forever, subject, however, to the terms and conditions of this Conveyance.

Conveyance. Grantor, for For and in consideration of the sum of Ten One Hundred and no/100 Dollars ($10) 100.00), cash in hand paid, and other good and valuable consideration, including the assumption by Assignee of certain obligations and liabilities described in hand paidthat certain Purchase and Sale Agreement dated February 17, 2003, by and between Assignor and Assignee ("Asset Sale Agreement"), the receipt and sufficiency of which is are hereby acknowledged, Assignor, subject to said Asset Sale Agreement (which Asset Sale Agreement is incorporated herein by reference for all purposes), does hereby grantssell, bargainstransfer, sellsassign, convey, set over and conveys deliver, unto Grantee an undivided seventy-five percent (75%) Assignee, with Special Warranty, all of Grantor’s its right, title and interest in and to the following property of Grantor, excluding, however(collectively, the Excluded Assets (collectively the “"Assets”"): (a) (i) all oilA. the oil and gas leases listed and described in Exhibits "A", gas, hydrocarbons and other minerals of whatever kind or nature in, on"AA", and under and that may be produced"AB" (collectively, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any associated royalty interests, overriding royalty interests, mineral fee interests, payments out of production, carried interests, reversionary rights, contractual rights to production, or other interest in oil, gas, hydrocarbons and other minerals of whatever kind or nature granted under the Prior Assignment, INSOFAR AND ONLY INSOFAR as described on Exhibit A (the “Mineral/Royalty/Overriding Interest”"Leases"); B. all gas wells, stratigraphic test wxxxx, monitor wells and otxxx xells (bcollectivexx "Xells") All pooledlocated on the Leasxx; C. all equipment, communitized machinery, fixtures, flowlines, platforms, materials, improvements, and other real, personal, and mixed property located on, used in the operation of, or unitized acreage which includes all relating to the production, treatment, sale, or part disposal of any Mineral/Royalty/Overriding Interest hydrocarbons, water, and associated substances produced from the Leases (the “Units”), and all tenements, hereditaments and appurtenances belonging to any Mineral/Royalty/Overriding Interest or Unit; (c) All currently existing contracts, agreements and instruments with respect to the Mineral/Royalty/Overriding Interest and Units, to the extent applicable to the Mineral/Royalty/Overriding Interest and Units including operating agreements, unitization, pooling, communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of oil and gas and processing agreements, but excluding any contracts, agreements and instruments included within the definition of “Excluded Assets” (subject to such exclusion, the “Contracts”"Personal Property"); D. all natural gas, natural gas liquids, condensate, and other hydrocarbons, whether gaseous or liquid produced from or allocable to the Assets after the Effective Date (d) All surface fee intereststhe "Hydrocarbons"); E. all contracts, easements, servitudespermits, rights-of-way, surface leases easements, licenses, servitudes and other surface rights appurtenant toagreements relating to the Leases and Wells, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal of hydrocarbons, water, or substances associated therewith (the "Applicable Contracts"); and F. all of the files, records, information and data relating to the Leases, Wells, Hydrocarbons, Apxxxxxble Contracts and Personal Property, owned by Assignor and which Assignor is not prohibited from transferring to Assignee by law or existing contractual relationship (collectively, the "Records"), including, without limitation: (i) lease, land, and used or held for use solely in connection withtitle records (including any abstracts of title, the Mineral/Royalty/Overriding Interest and Unitstitle opinions, certificates of title, title curative documents, division orders, and only to the extent necessary for the production and development of hydrocarbons from the Mineral/Royalty/Overriding Interest and Units; (e) All oil and gas produced from or attributable to the Mineral/Royalty/Overriding Interest and Units (and all the proceeds thereof) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Date, and production, plant and transportation imbalances as of the Effective Date; (f) The data, software and records of Grantor, to the extent relating solely to those Assets conveyed in 2.1(a-fdivision order files) (the “Records”"Land Files"), excluding, however, in each case: (i) all corporate, financial, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, or by applicable law, and for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the fee or other consideration, as applicable; Applicable Contracts; (iii) all legal records well, environmental, and legal production files of Grantor including all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and Grantor’s working files for litigation of Grantor related to the Assets"Well Files"); (Clauses (i) through (iii) shall hereinafter be referred to as the “Excluded Records”). EXCEPTING AND RESERVING to Grantor, however, the Excluded Assets (as defined below), TO HAVE AND TO HOLD the Assets unto Grantee, its successors and assigns, forever, subject, however, to the terms and conditions of this Conveyance.

Conveyance. GrantorGrantors, for and in consideration of the sum of Ten Dollars ($10) cash and other good and valuable consideration, consideration in hand paid, the receipt and sufficiency of which is are hereby acknowledged, have granted, bargained sold and conveyed and by these presents do hereby grantsgrant, bargainsbargain, sellssell, and conveys convey unto Grantee an undivided seventy-five percent (75%) of Grantor’s Grantee, subject to the Permitted Liens set forth below, all right, title and interest of Grantors in and to the following property of Grantor, excluding, however(collectively, the Excluded Assets (collectively the “AssetsOil and Gas Properties”): (a) (i) all oil and gas leases, oil, gasgas and mineral leases, hydrocarbons subleases and other minerals of whatever kind or nature inleaseholds, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any associated royalty interestsroyalties, overriding royalty royalties, net profit interests, mineral fee interests, payments out of productioncarried interests and other properties and interests (the “Leases”) more particularly described in Exhibit “A”, carried interestsattached hereto and incorporated herein by reference for all purposes, reversionary rights, contractual rights to production, or other interest in and the lands covered thereby (“Land(s)”) and any and all oil, gas, hydrocarbons and other minerals of whatever kind water or nature granted under the Prior Assignment, INSOFAR AND ONLY INSOFAR as described on Exhibit A injection xxxxx thereon or applicable thereto (the “Mineral/Royalty/Overriding InterestXxxxx”); (b) All pooled, communitized any pools or unitized acreage units which includes include all or a part of any Mineral/Royalty/Overriding Interest Land or include any Well (the “Units”)) and including without limitation all right, title and interest in production from any such Unit, whether such Unit production comes from xxxxx located on or off of the Lands, and all tenements, hereditaments and appurtenances belonging to any Mineral/Royalty/Overriding Interest to, used or Unituseful in connection with the Leases, Lands and Units; (c) All currently existing interests under or derived from all contracts, agreements and instruments with respect applicable to the Mineral/Royalty/Overriding Interest and Unitsor by which such properties are bound or created, to the extent applicable to the Mineral/Royalty/Overriding Interest such properties, including, but not limited to, operating agreements, gathering agreements, marketing agreements, transportation agreements, processing agreements, seismic, geological and Units including operating geophysical agreements, unitization, pooling, pooling and communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, and farmin and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of oil and gas and processing agreements, but excluding any contracts, agreements and instruments included within the definition of “Excluded Assets” (subject to such exclusion, the “Contracts”); (d) All surface fee interestseasements, easementspermits, licenses, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use solely in connection with, the Mineral/Royalty/Overriding Interest and Units, and only to the extent necessary for the production applicable to such Oil and development of hydrocarbons from the Mineral/Royalty/Overriding Interest and Units;Gas Properties; and (e) All oil equipment, machinery, fixtures and gas produced from other tangible personal property and improvements located on or attributable to the Mineral/Royalty/Overriding Interest used or obtained in connection with such Oil and Units (and all the proceeds thereof) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Date, and production, plant and transportation imbalances as of the Effective Date; (f) The data, software and records of Grantor, to the extent relating solely to those Assets conveyed in 2.1(a-f) (the “Records”), excluding, however, in each case: (i) all corporate, financial, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, or by applicable law, and for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the fee or other consideration, as applicable; (iii) all legal records and legal files of Grantor including all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and Grantor’s working files for litigation of Grantor related to the Assets); (Clauses (i) through (iii) shall hereinafter be referred to as the “Excluded Records”)Gas Properties. EXCEPTING AND RESERVING to Grantor, however, the Excluded Assets (as defined below), TO HAVE AND TO HOLD the Assets Oil and Gas Properties unto Grantee, its successors and assigns, forever, subject, however, to the terms Permitted Liens, and conditions the terms, conditions, exclusions and reservations of this Conveyance.

Conveyance. Subject to the terms and conditions hereof, with effect as of 12:01 a.m. Eastern Time on January 1, 2020, Grantor, for and in consideration of the sum of Ten Dollars ($10) cash and other good and valuable consideration, in hand paid, the receipt and sufficiency of which is are hereby acknowledged, hereby grants, bargains, sells, transfers and conveys unto Grantee, and Grantee an undivided seventy-five percent (75%) hereby accepts from Grantor, all of Grantor’s right, title and interest in and to the following property of Grantorfollowing, to the extent transferable, but excluding, howeverin each case, the Excluded Assets (collectively the “Assets”): (a) (i) all oilHydrocarbon and mineral leases, gas, hydrocarbons subleases and other minerals of whatever kind or nature inleasehold interests, onroyalties, and under and that may be produced(but not overriding royalties), saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any associated non-participating royalty interests, overriding royalty net profits interests, mineral fee interests, payments out of production, carried interests, reversionary rightsinterests, contractual production payments and other rights to productionHydrocarbons in place, or other interest in oileach case, gas, hydrocarbons and other minerals of whatever kind or nature granted under that are located within the Prior Assignment, INSOFAR AND ONLY INSOFAR as Target Area (including those described on Exhibit A (the “Mineral/Royalty/Overriding Interest”A-1 hereto); (b) All pooled, communitized including all pooled or unitized acreage which that includes all or a part of any Mineral/Royalty/Overriding Interest such interests or other rights (collectively, the “UnitsMineral Interests”), and all tenements, hereditaments and appurtenances belonging to the Mineral Interests; (b) all oil, gas, water, CO2, disposal, injection or other xxxxx located on the Mineral Interests or within the Target Area (the “Xxxxx” and together with the Mineral Interests, the “Oil and Gas Interests”), including any Mineral/Royalty/Overriding Interest unplugged xxxxx and any xxxxx that have been temporarily or Unitpermanently abandoned, and including without limitation the working interests or overriding royalty interests in the xxxxx listed on Exhibit A-2 hereto; (c) All currently existing contractsthe surface fee interests (including those listed on Exhibit A-3 hereto), agreements easements, permits, licenses, servitudes, rights-of-way and instruments with respect to the Mineral/Royalty/Overriding Interest and Unitssurface leases, to the extent applicable to the Mineral/Royalty/Overriding Interest and Units including operating agreementsin each case, unitization, pooling, communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of oil and gas and processing agreements, but excluding any contracts, agreements and instruments included located within the definition of Target Area, and other surface rights or interests appurtenant thereto, in each case, used or held for use in connection with the Oil and Gas Interests (the “Excluded AssetsSurface Interests” (subject to such exclusionand, together with the Oil and Gas Interests, the “ContractsProperties”); (d) All surface fee intereststhe onsite equipment and inventory, easementsmachinery, servitudesfixtures, rights-of-waymanifolds, surface leases offsite materials and equipment inventory, tanks, tank batteries, frac ponds, water storage tanks, water pipelines, water impoundments, water recycling facilities, computers and their associated equipment, and, facilities and other surface rights appurtenant to, tangible personal property and improvements that are used or held for use solely in connection withwith the ownership, the Mineral/Royalty/Overriding Interest and Units, and only to the extent necessary for the production and operation or development of hydrocarbons from the Mineral/Royalty/Overriding Interest and Units; Mineral Interests, Xxxxx or other Assets (e) All oil and gas produced from or attributable to the Mineral/Royalty/Overriding Interest and Units (and all the proceeds thereof) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Date, and production, plant and transportation imbalances as of the Effective Date; (f) The data, software and records of Grantor, to the extent relating solely to those Assets conveyed in 2.1(a-f) (the “Records”), excluding, however, in each case: (i) all corporate, financial, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any dataMidstream Assets, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, or by applicable law, and for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the fee or other consideration, as applicable; (iii) all legal records and legal files of Grantor including all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and Grantor’s working files for litigation of Grantor related to the Assets); (Clauses (i) through (iii) shall hereinafter be referred to as the “Excluded RecordsEquipment”). EXCEPTING AND RESERVING to Grantor, however, the Excluded Assets (as defined below), TO HAVE AND TO HOLD the Assets unto Grantee, its successors and assigns, forever, subject, however, to the terms and conditions of this Conveyance.;

Conveyance. Grantor, for For and in consideration of the sum of Ten Dollars One Hundred and No/100 dollars ($10) 100.00), cash in hand paid, and other good and valuable consideration, including the assumption by Assignee of certain obligations and liabilities described in hand paidthat certain Purchase and Sale Agreement dated August ____, 2013, by and between Assignor, as Seller, and Assignee, as Buyer (“Purchase and Sale Agreement”), the receipt and sufficiency of which is are hereby acknowledged, Assignor, subject to said Purchase and Sale Agreement (which Purchase and Sale Agreement is incorporated herein by reference for all purposes), does hereby grantssell, bargainstransfer, sellsassign, convey, set over and deliver unto Assignee (without warranty of any kind, express or implied, except that Assignor shall warrant title to Assignee as to the Assets (as defined below), and conveys unto Grantee in particular to the working interests and net revenue interests shown on Exhibit A, against the claims of all persons claiming an undivided seventy-five percent (75%) interest therein by, through or under Assignor, hereinafter called the “Special Warranty”), with subrogation against Assignor’s predecessors in title, excluding Affiliates, subject to the terms hereof, all of GrantorAssignor’s rightrights, title and interest interests in and to the following property of Grantor(collectively, excluding, however, the Excluded Assets (collectively the “Assets”): (a) (i) all a. The oil and gas leases, oil, gasgas and mineral leases, hydrocarbons and other minerals of whatever kind or nature in, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any associated royalty mineral executive interests, overriding royalty interests, mineral fee interests, payments out of production, carried interests, reversionary contractual rights, contractual rights to productionexplore, produce and develop, rights to drain, wellbore interests and/or properties set forth in Exhibit “A” and further including, if applicable, all renewals and extensions of those leases and all leases issued in substitution therefore (any such rights or other interests collectively referred to as the “Leases”). b. Any unitization, pooling and/or communitization agreements, declarations, designations or orders relating to the Leases and all of Assignor’s interest in oiland to the properties covered or units created thereby to the extent attributable to the Leases (collectively, gas, hydrocarbons and other minerals of whatever kind or nature granted under the Prior Assignment, INSOFAR AND ONLY INSOFAR as described on Exhibit A (the “Mineral/Royalty/Overriding Interest”); (b) All pooled, communitized or unitized acreage which includes all or part of any Mineral/Royalty/Overriding Interest (the “Units”), and all tenements, hereditaments and appurtenances belonging to any Mineral/Royalty/Overriding Interest or Unit;. (c) c. All currently existing contracts, agreements and instruments with respect to the Mineral/Royalty/Overriding Interest and Units, to the extent applicable to the Mineral/Royalty/Overriding Interest and Units including operating agreements, unitization, pooling, communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of oil and gas wxxxx, salt water disposal wxxxx, injection wxxxx and processing agreementsother wxxxx located on affecting or draining any of the Leases, but excluding any contracts, agreements and instruments included within the definition of Units or as listed on Exhibit “Excluded AssetsA” (subject to such exclusioncollectively, the “ContractsWxxxx”);. d. All structures, facilities, foundations, wellheads, tanks, pumps, compressors, separators, heater, valves, fittings, equipment, machinery, fixtures, flowlines, pipelines, platforms, tubular goods, materials, tools, supplies, improvements, and any other real, personal, immovable and mixed property located on, used in the operation of, or relating to the production, treatment, non-regulated transportation, gathering, marketing, sale, processing, handling or disposal of hydrocarbons, water, and associated substances produced from the Leases or the Units (dthe “Facilities”) . e. All surface fee interestsnatural gas, easementscasinghead gas, servitudesdrip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other hydrocarbons, helium, whether gaseous or liquid, produced or drained from or allocable to the Assets (as hereinafter defined on and after the Effective Date (the “Hydrocarbons”). f. To the extent transferable, all contracts, permits, rights-of-way, surface leases easements, licenses, servitudes, transportation agreements, pooling agreements, operating agreements, gas balancing agreements, participation and processing agreements, confidentiality agreements, side letter agreements and any other surface rights appurtenant toagreement, document or instrument listed on Exhibit “A” INSOFAR ONLY as they directly relate and used or held for use solely in connection with, the Mineral/Royalty/Overriding Interest and Units, and only to the extent necessary for the production and development of hydrocarbons from the Mineral/Royalty/Overriding Interest and Units; (e) All oil and gas produced from or are attributable to the Mineral/Royalty/Overriding Interest Leases, Units, Wxxxx, Hydrocarbons, or Facilities or the contractual and Units wellbore rights thereon or therein or the ownership or operation thereof, or the production, treatment, non-regulated transportation, gathering, marketing, sale, processing, handling disposal, storage or transportation of hydrocarbons, water, or substances associated therewith (and all the proceeds thereof) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable “Assumed Contracts”). g. Records relating to the Mineral/Royalty/Overriding Interest Leases, Units, Wxxxx, Hydrocarbons, Assumed Contracts and Units Facilities in storage as the possession of the Effective Date, and production, plant and transportation imbalances as of the Effective Date; (f) The data, software and records of Grantor, to the extent relating solely to those Assets conveyed in 2.1(a-f) Assignor (the “Records”), excluding, however, in each case: ) and including as follows: all (i) all corporatelease, financialland, tax and legal data division order files (including any abstracts of title, title opinions, certificates of title, title curative documents, and records of Grantor that relate to Grantor’s business generally (whether or not relating to the Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; division orders contained therein), (ii) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, or by applicable law, and for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the fee or other consideration, as applicable; Assumed Contracts; (iii) all legal records well, facility, operational, environmental, regulatory, compliance and legal historic production files of Grantor including and (iv) all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and Grantor’s working geological files for litigation of Grantor related relating to the AssetsLeases (the “Geologic Data”); (Clauses , but not including any records which (i) through Assignor is prohibited from transferring to Assignee by law or existing contractual relationship, or which (iiiii) shall hereinafter be referred to as the “Excluded Records”). EXCEPTING AND RESERVING to Grantor, however, the constitute Excluded Assets (as hereinafter defined belowin Section 2), TO HAVE AND TO HOLD the Assets unto Grantee, its successors and assigns, forever, subject, however, to the terms and conditions of this Conveyance.

Conveyance. Grantor, for For purposes of securing payment and in consideration performance of the sum Secured Obligations defined and described in Section 1.2 of Ten Dollars ($10) cash this Security Instrument, Grantor has GRANTED, BARGAINED, SOLD and other good CONVEYED, and valuable considerationby these presents does GRANT, BARGAIN, SELL and CONVEY, unto Trustee, in hand paidtrust, the receipt and sufficiency of which is hereby acknowledged, hereby grants, bargains, sells, and conveys unto Grantee an undivided seventy-five percent (75%) all of Grantor’s rightrights, title and interest in and to the following property of GrantorProject (hereafter defined), excludingsubject, however, to the Excluded Assets liens, easements, restrictions, security interests and other title matters (collectively if any) as reflected on the loan policy of title insurance accepted by Beneficiary with respect to this Security Instrument (the “AssetsPermitted Exceptions”), all estate, right, title and interest which Grantor now has or may later acquire in and to the following property (all or any part of such property, or any interest in all or any part of it, as the context may require, the “Project”): (a) (i) all oil, gas, hydrocarbons and other minerals of whatever kind or nature in, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any associated royalty interests, overriding royalty interests, mineral fee interests, payments out of production, carried interests, reversionary rights, contractual rights to production, or other interest real property more particularly described in oil, gas, hydrocarbons and other minerals of whatever kind or nature granted under the Prior Assignment, INSOFAR AND ONLY INSOFAR as described on Exhibit A attached hereto, together with all existing and future easements and rights affording access to it (the “Mineral/Royalty/Overriding InterestLand”); (b) All pooledall buildings, communitized structures and improvements now located or unitized acreage which includes all or part of any Mineral/Royalty/Overriding Interest later to be constructed on the Land (the “UnitsImprovements”), and all tenements, hereditaments and appurtenances belonging to any Mineral/Royalty/Overriding Interest or Unit; (c) All currently all existing contractsand future appurtenances, privileges, easements, franchises and tenements of the Land, including all minerals, oil, gas, other hydrocarbons and associated substances, sulfur, nitrogen, carbon dioxide, helium and other commercially valuable substances which may be in, under or produced from any part of the Land, all development rights and credits, air rights, water, water rights (whether riparian, appropriative or otherwise, and whether or not appurtenant) and water stock, and any land lying in the streets, roads or avenues, open or proposed, in front of or adjoining the Land and Improvements; (d) all existing and future leases, subleases, subtenancies, licenses, occupancy agreements and instruments with respect concessions (“leases,” as defined in the Assignment of Rents described in Section 2 herein, executed and delivered to Beneficiary contemporaneously herewith) relating to the Mineral/Royalty/Overriding Interest use and Unitsenjoyment of all or any part of the Land and Improvements, and any and all guaranties and other agreements relating to or made in connection with any of such leases; (e) all goods, materials, supplies, chattels, furniture, fixtures, equipment and machinery now or later to be attached to, placed in or on, or used in connection with the use, enjoyment, occupancy or operation of all or any part of the Land and Improvements, whether stored on the Land or elsewhere, including all pumping plants, engines, pipes, ditches and flumes, and also all gas, electric, cooking, heating, cooling, air conditioning, lighting, refrigeration and plumbing fixtures and equipment, all of which shall be considered to the fullest extent applicable of the law to be real property for purposes of this Security Instrument; (f) all building materials, equipment, work in process or other personal property of any kind, whether stored on the Land or elsewhere, which have been or later will be acquired for the purpose of being delivered to, incorporated into or installed in or about the Land or Improvements; (g) all of Grantor’s interest in and to the Mineral/Royalty/Overriding Interest and Units including operating agreementsLoan funds, unitization, pooling, communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of oil and gas and processing agreements, but excluding any contracts, agreements and instruments included within the definition of “Excluded Assets” (subject to such exclusionwhether disbursed or not, the Escrow Accounts (as defined in Section 3.1 of the Loan Agreement) and any of Grantor’s funds now or later to be held by or on behalf of Beneficiary; (h) all rights to the payment of money, accounts, accounts receivable, reserves, deferred payments, refunds, cost savings, payments and deposits, whether now or later to be received from third parties (including all xxxxxxx money sales deposits) or deposited by Grantor with third parties (including all utility deposits), contract rights, development and use rights, governmental permits and licenses, applications, architectural and engineering plans, specifications and drawings, as-built drawings, chattel paper, instruments, documents, promissory notes and drafts (whether tangible or electronic), and letters of credit (other than letters of credit in favor of Beneficiary), which arise from or relate to construction on the Land or to any business now or later to be conducted on it, or to the Land and Improvements generally; (i) all proceeds, including all claims to and demands for them, of the voluntary or involuntary conversion of any of the Land, Improvements or the other property described above into cash or liquidated claims, including proceeds of all present and future fire, hazard or casualty insurance policies and all condemnation awards or payments now or later to be made by any public body or decree by any court of competent jurisdiction for any taking or in connection with any condemnation or eminent domain proceeding, and all causes of action and their proceeds for any damage or injury to the Land, Improvements or the other property described above or any part of them, or breach of warranty in connection with the construction of the Improvements, including causes of action arising in tort, contract, fraud or concealment of a material fact; (j) all books and records pertaining to any and all of the property described above, including computer-readable memory and any computer hardware or software necessary to access and process such memory (“ContractsBooks and Records”); (d) All surface fee interests, easements, servitudes, rights-of-way, surface leases and other surface rights appurtenant to, and used or held for use solely in connection with, the Mineral/Royalty/Overriding Interest and Units, and only to the extent necessary for the production and development of hydrocarbons from the Mineral/Royalty/Overriding Interest and Units; (e) All oil and gas produced from or attributable to the Mineral/Royalty/Overriding Interest and Units (and all the proceeds thereof) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Date, and production, plant and transportation imbalances as of the Effective Date; (f) The data, software and records of Grantor, to the extent relating solely to those Assets conveyed in 2.1(a-f) (the “Records”), excluding, however, in each case: (i) all corporate, financial, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether agreements heretofore or not hereafter entered into relating to the Assets) construction, ownership, operation, management, leasing or to such Grantor’s business and operations other than use of the exploration and production of oil and gas; Land or Improvements; (ii) any dataand all present and future amendments, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantormodifications, or by applicable lawsupplements, and for which no consent addenda to transfer has been received or for which Grantee has not agreed any of the items described in writing to pay the fee or other consideration, as applicable; clause (i) above; (iii) any and all legal records guarantees, warranties and legal files of Grantor other undertakings (including all work product of payment and attorney-client communications performance bonds) heretofore or hereafter entered into or delivered with respect to any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and Grantor’s working files for litigation of Grantor related to the Assets); (Clauses items described in clauses (i) through (iiiii) shall hereinafter be referred above; (iv) all trade names, trademarks, logos and other materials used to as identify or advertise, or otherwise relating to the Land or Improvements; and (v) all building permits, governmental permits, licenses, variances, conditional or special use permits, and other authorizations (collectively, the “Excluded RecordsPermits”)) now or hereafter issued in connection with the construction, development, ownership, operation, management, leasing or use of the Land or Improvements, to the fullest extent that the same or any interest therein may be legally assigned by Grantor; and (l) all proceeds of, additions and accretions to, substitutions and replacements for, and changes in any of the property described above. EXCEPTING AND RESERVING to Grantor, however, the Excluded Assets (as defined below), TO HAVE AND TO HOLD the Assets Project unto Grantee, its successors and assignsTrustee, forever, subjectand Grantor does hereby bind itself, its successors, and assigns to WARRANT AND FOREVER DEFEND the title to the Project unto Trustee against every person whomsoever lawfully claiming or to claim the same or any part thereof; provided, however, that if Grantor shall pay (or cause to be paid) the Secured Obligations as and when the same shall become due and payable and shall fully perform and discharge (or cause to be fully performed and discharged) the Secured Obligations on or before the date same are to be performed and discharged, then the liens, security interests, estates, and rights granted by the Loan Documents shall terminate, in accordance with the provisions hereof, otherwise same shall remain in full force and effect. A certificate or other written statement executed on behalf of Trustee or Beneficiary confirming that the Secured Obligations have not been fully paid, performed or discharged shall be sufficient evidence thereof for the purpose of reliance by third parties on such fact. Capitalized terms used above and conditions of elsewhere in this ConveyanceSecurity Instrument without definition have the meanings given them in the Loan Agreement referred to in Section 1.2 below.