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 all of Grantor’s right, title and interest in and to the following property of Grantor (collectively the “Assets”): (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, which shall be sold in conjunction with and within a reasonable time from the execution of this Conveyance; (e) 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 all of Grantor’s right, title and interest in and to the following property of Grantor (collectively the “Assets”): (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 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 within a reasonable time from the execution of this Conveyance; (e) 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. GrantorSubject to and upon the terms and conditions herein provided: (a) Vaughan Advisory, for and in consideration as sole trustee of the sum Vaughan Trust, hereby agrees on Closing to sell, transfer and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of Ten Dollars the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets and Ivanhoe II hereby agrees that it and/or any one or more of such Qualified Designees, shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets. ($10b) cash Vaughan Residual hereby agrees on Closing to sell, transfer and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets and Ivanhoe II hereby agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees, all of the ▇▇▇▇▇ Trust Units together with all rights attached or accruing to the ▇▇▇▇▇ Trust Units free and clear of all Encumbrances other good than Permitted Encumbrances and valuable considerationIvanhoe Newco hereby agrees that it shall or shall cause one or more of any such Qualified Designees to purchase, in hand paidacquire and assume all of the ▇▇▇▇▇ Trust Units; provided that, the receipt and sufficiency of upon such purchase, each such Qualified Designee must hold ▇▇▇▇▇ Trust Units with a value which is greater than £250,000. (d) ▇▇▇▇▇ UK hereby acknowledgedagrees on Closing to sell, hereby grantstransfer and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newco, bargains, sells, and conveys unto Grantee all of Grantor’s the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its right, title and interest in and to the following property of Grantor (collectively ▇▇▇▇▇ St. Enoch Inter-Company Loans and any documents acknowledging or evidencing the “Assets”):▇▇▇▇▇ St. ▇▇▇▇▇ Inter-Company Loans and any security in respect thereof. (if) all oilAt the Closing, 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 prior to completing 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 transactions provided for 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 within a reasonable time from the execution of this Conveyance; (e) Subject to Section 2.1(f), belowthe parties shall complete all transfers of the ▇▇▇▇▇ Interests provided for in this Agreement, all oil except the transfer of the ▇▇▇▇▇ VMSCC Shares, and gas produced from or attributable immediately after the completion of such transfers, and subject 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 ConveyanceAgreement and the Closing Deliveries Escrow Agreement, the following transactions shall be completed in the following sequence: (i) firstly, Ivanhoe II shall terminate the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease pursuant to Section 3.03 thereof; (ii) secondly, the ▇▇▇▇▇ Transferors and Ivanhoe II shall cause VMSCC to sell, and Ivanhoe II shall purchase, all remaining assets of VMSCC for their fair market value, which the parties agree is Cdn. $100,000 (the “VMSCC Sales Proceeds”), and 50% of the VMSCC Sale Proceeds for such assets shall be credited in favour of the Ivanhoe Transferees as a Closing Adjustment; and (iii) lastly, Ivanhoe II shall purchase all of the ▇▇▇▇▇ VMSCC Shares for $2.00.

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 all of Grantor’s right, title and interest in and to the following property of Grantor (collectively the “Assets”): (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, which shall be sold in conjunction with and within a reasonable time from the execution of this Conveyance; (e) 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 sometimes hereinafter be collectively referred to as the “Excluded Records” Mortgaged 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 ▇▇▇▇▇ (as defined beloweach a “Well” and collectively, the “▇▇▇▇▇”); and (ii) all personal property, fixtures and equipment in or on or acquired or used in connection with the ownership or operation of the ▇▇▇▇▇ or the production, storage, treating, conditioning, processing, compressing, dehydrating, gathering, transporting or marketing of Hydrocarbons produced from the ▇▇▇▇▇, 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 are hereby acknowledged, hereby grants, bargains, sells, and conveys unto Grantee all 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 Grantor following, excepting the Excluded Assets (collectively collectively, the “Assets”): (ia) 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 ▇▇▇▇▇ located on the Lands, whether producing, shut-in, or temporarily abandoned, including the interests in the ▇▇▇▇▇ shown on Exhibit A-2 attached hereto (the “▇▇▇▇▇”); (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 ▇▇▇▇▇ (all such pools or units, together with the Leases, Lands and ▇▇▇▇▇, 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 ▇▇▇▇▇ 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, which shall be sold in conjunction with but excluding any permits and within a reasonable time from other rights to the execution of this Conveyanceextent transfer is restricted by third-party agreement or applicable Law and the necessary consents to transfer are not obtained pursuant to Section 7.7 to the Purchase and Sale Agreement; (ef) Subject All equipment, machinery, fixtures and 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 Section 2.1(fthe Purchase and Sale Agreement (the “Equipment”); (g) All flow lines, belowpipelines, all oil gathering systems and gas 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 and Units (and all the proceeds thereof) after the Effective DateLeases, 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 DateLands, 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 DateTime, regardless of whether any such amounts relate to periods of time prior to together with Imbalances associated with the Effective DateProperties, excluding however, any amounts received as part of Pipelines 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 DateFacilities; and (gj) The All lease files; land files; well files; gas and oil sales contract files; gas processing files; division order files; abstracts; title opinions; land surveys; logs; maps; engineering data and reports; and other books, records, data, software files, and records of Grantoraccounting records, 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 Assetsnegotiation and consummation of the sale of the Assets (subject to such exclusions, the “Records”); (Clauses (i) through (iii) shall hereinafter be referred to as the “Excluded Records” ). EXCEPTING AND RESERVING to Grantorprovided, 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. Reven Housing Texas 2, LLC, a Delaware limited liability company (“Grantor”, whether one or more), whose address is P.▇. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, for the purpose of securing the hereinafter described indebtedness and in consideration of the sum of Ten Dollars ($10) cash and other good and valuable consideration10.00), in hand paidpaid to Grantor by the Trustee hereinafter named, the receipt and sufficiency of which is hereby acknowledged, hereby grantsand for the further consideration of the uses, bargains, sellspurposes, and conveys trusts hereinafter set forth, has granted, sold, and conveyed, and by these presents does grant, sell and convey, unto Grantee R▇▇▇▇ Kitten, Trustee, of Lubbock National Bank, whose address is P.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and his substitutes or successors, all of the real and personal property described in this Deed of Trust, Security Agreement and Financing Statement (the “Deed of Trust“) (which real and personal property is hereinafter referred to collectively as the “Property“), now owned or hereinafter acquired, subject to those easements, restrictive covenants, encumbrances or interests listed on the schedule of exceptions in the title insurance policies issued to Beneficiary as of the date of recordation of this Deed of Trust insuring the Beneficiary’s interest in the Property (the “Permitted Exceptions”). The property covered by this Deed of Trust is described as being all of Grantor’s right, title and interest in and to the following property of Grantor (collectively collectively, the “Assets”Property“): (ia) The premises described as: See Exhibit A. together with all oilof the easements, gasrights of way, hydrocarbonsprivileges, liberties, hereditaments, strips and gores, streets, alleys, passages, ways, waters, watercourses, rights and appurtenances thereunto belonging or appertaining, and other minerals all of whatever kind the estate, right, title, interest, claim or nature indemand whatsoever of Grantor therein and in the streets and ways adjacent thereto, oneither in law or in equity (collectively, 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”Land“); (b) All pooled, communitized The structures or unitized acreage which includes all or part of any Mineral/Royalty/Overriding Interest (the “Units”)buildings, and all tenementsadditions and improvements thereto, hereditaments now or hereafter erected upon the Land, including all building materials and appurtenances belonging Fixtures (hereinafter defined) now or hereafter forming a part of said structures or buildings, or delivered to any Mineral/Royalty/Overriding Interest the Land and intended to be installed in such structures or Unitbuildings (collectively, the “Improvements“); (c) All currently existing contractssystems, agreements devices, machinery, apparatus, equipment, fittings, appliances and instruments with respect to fixtures of every kind and nature whatsoever now or hereafter located on the Mineral/Royalty/Overriding Interest and UnitsLand or the Improvements, 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 agreementsincluding, but excluding any contractsnot limited to, agreements all electrical, anti-pollution, heating, lighting, laundry, incinerating, power, air-conditioning, plumbing, lifting, cleaning, fire prevention, fire extinguishing, refrigerating, ventilating, communication, garage and instruments cooking systems, devices, machinery, apparatus, equipment, fittings, appliances and fixtures, and all engines, pipes, pumps, tanks, motors, conduits, ducts, compressors and switchboards, and all storm doors and windows, dishwashers, attached cabinets and partitions not included within in the definition of “Excluded Assets” improvements (subject to such exclusioncollectively, the “Contracts”Fixtures“); (d) All surface fee interestsarticles of personal property of every kind and nature whatsoever, easementsincluding, servitudes, rights-of-way, surface leases and other surface rights appurtenant but not limited to, equipment, furniture, shades, awnings, screens and carpets, now or hereafter affixed to, attached to, placed upon, used or held for use solely usable in any way in connection withwith the use, enjoyment, occupancy or operation (including the planning, development and financing) of the Land or Improvements (collectively, the Mineral/Royalty/Overriding Interest and Units, which shall be sold in conjunction with and within a reasonable time from the execution of this Conveyance“Personal Property); (e) Subject to Section 2.1(f)All leases of the Land, belowImprovements and Personal Property, all oil and gas produced from or attributable to the Mineral/Royalty/Overriding Interest and Units (any part thereof, now or hereafter entered into, and all right, title and interest of Grantor thereunder, including cash or securities deposited thereunder to secure performance by the proceeds thereof) after tenants of their obligations, and, including further, the Effective Dateright to receive and collect the rents thereunder (collectively, 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“Leases“); (f) Any All revenues, income, rents, issues and profits of any of the Land, Improvements, Personal Property or Leases (collectively, the “Rents“); (g) All proceeds from the conversion, whether voluntary or involuntary, of any part of the Land, Improvements or Personal Property into cash or liquidated claims, including insurance proceeds, insurance premium refunds and condemnation awards (collectively, the “Conversion Proceeds”); (h) All contracts and subcontracts relating to the Land or Improvements and all permits, licenses, franchises, certificates and other 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 privileges obtained in connection with the Land or Improvements (collectively, the “Contracts“); (i) All funds, accounts, accounts receivable, chattel paper, contract rights, deposit accounts, documents, instruments, general intangibles, letter of credit rights, (including fictitious, trade and other names, trademarks and symbols used in connection with the Land or Improvements, whether registered or not), and notes and chattel paper arising from or by virtue of any settlement or judgment pertaining to any dispute transaction relating to the Land or Improvements (collectively, the “Intangibles“); (j) To the extent such settlement not already described above, all of the Grantor’s interest in accounts, chattel paper, commodity accounts, commodity contracts, deposit accounts, electronic chattel paper, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter of credit rights, commercial tort claims, supporting obligation, oil and gas interest and extracted collateral relating to Land or judgment is attributable to periods of time prior to the Effective DateImprovements (collectively, “All Other Collateral”); and (gk) The dataAny and all proceeds of every kind or character now owned or hereafter arising from or by virtue of any of the Property herein described, software and records of Grantorall replacements, 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 Grantorsubstitutions, or by applicable law, and for which no consent accessions 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 Conveyanceabove.

Conveyance. Grantor(a) On the Closing Date, for and in consideration upon payment by CCA to or on behalf of the sum Authority of Ten Dollars the consideration set out in Section 2.3(i) and ($10ii) cash below, the Authority will convey to CCA the Land, buildings and improvements comprising the Facility by Warranty Deed, in the same form attached hereto as Exhibit B, and the machinery, equipment and other good items of personal property comprising the Facility by Bill ▇▇ Sale and valuable considerationAssignment, in hand paid, the receipt same form attached hereto as Exhibit C. The Bill ▇▇ Sale and sufficiency Assignment will include an assignment of which is hereby acknowledged, hereby grants, bargains, sells, and conveys unto Grantee all of Grantor’s right, title and interest in and to of the following property of Grantor (collectively the “Assets”): Authority under (i) all oilthe Monitor Agreement, gasdated as of June 1, hydrocarbons1995, between the Authority and other minerals of whatever kind or nature inNorr▇▇ & ▇ssociates, onInc., and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands Marketing Services Agreement, dated as of August 1, 1995, between the Authority and any associated royalty interestsCapitol Consultants relating to the Facility, overriding royalty interests, mineral fee interests, payments out and an assumption by CCA of production, carried interests, reversionary rights, contractual rights to production, or other interest in oil, gas, hydrocarbons all obligations of the Authority under said agreements from and other minerals of whatever kind or nature granted under after the Prior Assignment, INSOFAR AND ONLY INSOFAR as described on Exhibit A (the “Mineral/Royalty/Overriding Interest”);Closing. (b) All pooledCCA may obtain, communitized or unitized acreage which includes all or part of any Mineral/Royalty/Overriding Interest (the “Units”)at its option and at its expense, 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 within a reasonable time from the execution of this Conveyance; (e) 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 an owner's title insurance commitment from a title insurance company of Grantor that relate its choice to Grantor’s business generally (whether or not relating issue a title insurance policy insuring marketable fee simple title to the Assets) or Facility to such Grantor’s business and operations other than CCA, which will contain only those title exceptions described in the exploration and production of oil and gas; Warranty Deed attached hereto as Exhibit B, (ii) any dataan as-built survey for the Facility prepared by an Oklahoma registered land surveyor of its choice, software and records to which will disclose no matters affecting 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 Facility other than Affiliates of Grantorthose described in the Warranty Deed attached hereto as Exhibit B, 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 a Phase I environmental site assessment report for the Facility from an environmental engineer of Grantor including all work product of and attorney-client communications with any of Grantor’s legal counsel (its choice, which will disclose no adverse or material environmental matters affecting the Facility other than deedsthose matters caused or created by CCA, royalty agreements, leases, title opinions, Contracts and/or (iv) a going concern appraisal. The Authority agrees to execute and Grantor’s working files for litigation of Grantor related deliver to the Assets); (Clauses (i) through (iii) shall hereinafter be referred title company issuing said title insurance policy on or before the Closing such resolutions, consents, notices and title affidavits and certifications reasonably requested or customarily required by the title company in order to enable the title company to issue its title policy to CCA, upon payment of the premium therefor, without title exceptions or requirements other than those title exceptions contained in the Warranty Deed attached hereto as Exhibit B and with 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 Conveyancestandard preprinted title exceptions deleted therefrom.

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 Assignee, with Special Warranty, all of Grantor’s its right, title and interest in and to the following property of Grantor (collectively collectively, the “"Assets”"): A. the oil and gas leases listed and described in Exhibits "A", "AA", and "AB" (icollectively, "Leases"); B. all gas wells, stratigraphic test w▇▇▇▇, monitor wells and ot▇▇▇ ▇ells (collective▇▇ "▇ells") located on the Leas▇▇; C. all oilequipment, gasmachinery, hydrocarbonsfixtures, flowlines, platforms, materials, improvements, and other minerals of whatever kind or nature inreal, personal, and mixed property located on, and under and that may be produced, saved, marketedused in the operation of, or extracted from lands granted under relating to the Prior Assignment and (ii) the lands and any associated royalty interests, overriding royalty interests, mineral fee interests, payments out of production, carried intereststreatment, reversionary rights, contractual rights to productionsale, or other interest in oildisposal of hydrocarbons, gaswater, hydrocarbons and other minerals of whatever kind or nature granted under associated substances produced from the Prior Assignment, INSOFAR AND ONLY INSOFAR as described on Exhibit A Leases (the “Mineral/Royalty/Overriding Interest”"Personal Property"); (b) All pooledD. all natural gas, communitized natural gas liquids, condensate, and other hydrocarbons, whether gaseous or unitized acreage which includes all liquid produced from or part of any Mineral/Royalty/Overriding Interest allocable to the Assets after the Effective Date (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”"Hydrocarbons"); (d) All surface fee interestsE. all contracts, easements, servitudespermits, rights-of-way, surface leases easements, licenses, servitudes 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 within a reasonable time from the execution of this Conveyance; (e) Subject to Section 2.1(f), below, all oil and gas produced from or attributable agreements relating to the Mineral/Royalty/Overriding Interest Leases and Units (and all Wells, or the proceeds ownership or operation thereof) after , or 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 treatment, sale, storage or disposal of hydrocarbons, water, or substances associated therewith (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"Applicable Contracts"); and (g) The dataF. all of the files, software records, information and records of Grantor, data relating to the extent relating solely Leases, Wells, Hydrocarbons, Ap▇▇▇▇▇ble Contracts and Personal Property, owned by Assignor and which Assignor is not prohibited from transferring to those Assets conveyed in 2.1(a-fAssignee by law or existing contractual relationship (collectively, the "Records"), including, without limitation: (i) lease, land, and title records (including any abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division 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. 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 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 collectively, the “Assets”): (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 w▇▇▇▇, salt water disposal w▇▇▇▇, injection w▇▇▇▇ and processing agreementsother w▇▇▇▇ 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 “ContractsW▇▇▇▇”);. 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, which shall be sold in conjunction with and within a reasonable time from the execution of this Conveyance; (e) Subject to Section 2.1(f), below, all oil and gas produced from or are attributable to the Mineral/Royalty/Overriding Interest Leases, Units, W▇▇▇▇, 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, W▇▇▇▇, 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) 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) 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 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 Facilities 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 Grantor’s rightDeclaration, free from all Encumbrances. 1.2 That the Promoter is full-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 the 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 (collectively the “Assets”): (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 the Unit to the Allottee(s). Accordingly, this Deed is being executed by the Promoter to transfer and gas and processing agreements, but excluding any contracts, agreements and instruments included within convey absolute title in respect of the definition Unit in favour of “Excluded Assets” (subject to such exclusion, the “Contracts”Allottee(s); (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 . And now it shall be sold in conjunction with lawful for the Allottee(s) for all times hereafter to enter upon the Unit and within a reasonable time hold and enjoy the same and every part thereof without any interruption, disturbance, claim or demand from the execution of this Conveyance; (e) Subject to Section 2.1(f)Promoter, 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, 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. 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 hereby accepts from Grantor, all of Grantor’s right, title and interest in and to the following property of Grantor following, to the extent transferable, but excluding, in each case, the Excluded Assets (collectively the “Assets”): (ia) 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 ▇▇▇▇▇ located on the Mineral Interests or within the Target Area (the “▇▇▇▇▇” and together with the Mineral Interests, the “Oil and Gas Interests”), including any Mineral/Royalty/Overriding Interest unplugged ▇▇▇▇▇ and any ▇▇▇▇▇ that have been temporarily or Unitpermanently abandoned, and including without limitation the working interests or overriding royalty interests in the ▇▇▇▇▇ 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 with, the Mineral/Royalty/Overriding Interest and Units, which shall be sold in conjunction with and within a reasonable time from the execution of this Conveyance; (e) 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 the ownership, operation or judgment pertaining to any dispute to development of the extent such settlement Mineral Interests, ▇▇▇▇▇ or judgment is attributable to periods of time prior to the Effective Date; and other Assets (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 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 Records” Equipment”). 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/ 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 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 properties covered or units created thereby to the extent attributable to the Leases (collectively collectively, the “Assets”): (i) all oil"Units"). All oil and gas wells, gassalt water disposal wells, hydrocarbons, ▇▇▇▇▇tion wells and other minerals w▇▇▇▇ located on a▇▇▇▇▇ing or drai▇▇▇▇ 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 ▇▇▇▇▇ities, 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, which shall be sold in conjunction with and within a reasonable time from the execution of this Conveyance; (e) Subject to Section 2.1(f), below, all oil and gas produced from or are attributable to the Mineral/Royalty/Overriding Interest Leases, Units, Wells, Hydrocarbons, or Facilitie▇ ▇▇ 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 Con▇▇▇▇▇s and Units Facilities in storage as the possession 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) 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 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 all 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 Grantor following, excepting the Excluded Assets (collectively collectively, the “Assets”): (ia) 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 ▇▇▇▇▇ located on the Lands, whether producing, shut-in, or temporarily abandoned, including the interests in the ▇▇▇▇▇ shown on Exhibit A-2 attached hereto (the “▇▇▇▇▇”); (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 ▇▇▇▇▇ (all such pools or units, together with the Leases, Lands and ▇▇▇▇▇, 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 ▇▇▇▇▇ 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, which shall be sold in conjunction with but excluding any permits and within a reasonable time from other rights to the execution of this Conveyanceextent transfer is restricted by third-party agreement or applicable Law and the necessary consents to transfer are not obtained pursuant to Section 7.7 to the Purchase and Sale Agreement; (ef) Subject All equipment, machinery, fixtures and 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 Section 2.1(fthe Purchase and Sale Agreement (the “Equipment”); (g) All flow lines, belowpipelines, all oil gathering systems and gas 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 and Units (and all the proceeds thereof) after the Effective DateLeases, 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 DateLands, 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 DateTime, regardless of whether any such amounts relate to periods of time prior to together with Imbalances associated with the Effective DateProperties, excluding however, any amounts received as part of Pipelines 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 DateFacilities; and (gj) The All lease files; land files; well files; gas and oil sales contract files; gas processing files; division order files; abstracts; title opinions; land surveys; logs; maps; engineering data and reports; and other books, records, data, software files, and records of Grantoraccounting records, 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 Assetsnegotiation and consummation of the sale of the Assets (subject to such exclusions, the “Records”); (Clauses (i) through (iii) shall hereinafter be referred to as the “Excluded Records” ). EXCEPTING AND RESERVING to Grantorprovided, 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 Grantee, subject to the Permitted Encumbrances, eight and one-third percent (8.33333%) of all of Grantor’s present right, title and interest of Grantor in and to the following property of Grantor (collectively collectively, the “Assets”):), which with respect to the Leases, ▇▇▇▇▇ 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: (ia) 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 ▇▇▇▇▇ thereon, including the Prior Assignment, INSOFAR AND ONLY INSOFAR as described interests in the ▇▇▇▇▇ shown on Exhibit A “A-1” attached hereto (the “Mineral/Royalty/Overriding Interest▇▇▇▇▇”); (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 ▇▇▇▇▇ and facilities located on the Leases or used in connection with the ▇▇▇▇▇ (collectively, the “Facilities” and, together with the Units, Leases and ▇▇▇▇▇, 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, which shall be sold in conjunction with and within a reasonable time from the execution of this Conveyance; Properties (e) Subject to Section 2.1(f“Appurtenant Rights”), 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 All equipment, machinery, fixtures and all rights of Grantor to payments, receipts, revenues, interest other tangible personal property and income of any kind from improvements located on the Mineral/Royalty/Overriding Interest Properties or Units which are received by Grantor used 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 held for use in connection with any settlement the operation of the Properties (the “Equipment”); (g) All of the following, to the extent related to the Properties and in Seller’s possession, or judgment pertaining to any dispute used or held for use in connection with the maintenance or operation thereof and to the extent such settlement are assignable or judgment is attributable to periods of time prior to the Effective Date; and transferable by Seller without restriction under applicable law or any contracts, instruments or agreements (g) The 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, software 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-sensible copies of Grantorall 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 the extent relating solely environmental matters and requirements that have been filed with or supplied to those Assets conveyed in 2.1(a-f) 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.