Exhibit 10.1

CONVEYANCE OF NET PROFITS INTERESTS

AND OVERRIDING ROYALTY INTEREST

This Conveyance of Net Profits Interests and Overriding Royalty Interest (as may be amended, supplemented or otherwise modified from time to time, this “ Conveyance ”) has been executed on May 8, 2012 (the “ Execution Date ”), but is made effective as of the Effective Time (as defined below), from Pacific Coast Energy Company LP, a Delaware limited partnership (“ Grantor ”) to The Bank of New York Mellon Trust Company, N.A., with offices at 919 Congress Avenue, Suite 500, Austin, Texas 78701, Attention: Michael J. Ulrich, as trustee (“ Trustee ”), acting not in its individual capacity but solely as trustee of the Pacific Coast Oil Trust (the “ Trust ”), a statutory trust created under the Delaware Statutory Trust Act as of January 3, 2012 (such Trust being the “ Grantee ”).

Grantor and Grantee are sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties .” Capitalized terms used in this Conveyance shall have the respective meanings ascribed to them in Article II.

ARTICLE I

GRANT OF NET PROFITS INTERESTS

AND OVERRIDING ROYALTY INTEREST

For and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to Grantor paid by Grantee, the receipt and sufficiency of which are hereby acknowledged by Grantor, Grantor has bargained, sold, granted, conveyed, transferred, assigned, set over, and delivered, and by this Conveyance does hereby bargain, sell, grant, convey, transfer, assign, set over, and deliver unto Grantee, its successors and assigns, effective as of the Effective Time, (i) the Developed Properties Net Profits Interest, which shall be calculated in accordance with the provisions of Article IV and payable solely out of the Developed Properties Net Profits, all as more fully provided hereinbelow; (ii) the Remaining Properties Net Profits Interest, which shall be calculated in accordance with the provisions of Article IV and payable solely out of the Remaining Properties Net Profits, all as more fully provided hereinbelow; and (iii) the Overriding Royalty Interest, which shall be calculated and paid in accordance with the provisions of Article IV and payable solely out of the balance in the Overriding Royalty Account, all as more fully provided hereinbelow.

TO HAVE AND TO HOLD the Developed Properties Net Profits Interest and the Remaining Properties Net Profits Interest, and the Overriding Royalty Interest, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns, subject, however, to the following terms and provisions:

ARTICLE II

INTERPRETATION; DEFINITIONS

Section 2.1 Interpretation . All references in this Conveyance to Exhibits, Articles, Sections, subsections, clauses and other subdivisions refer to the corresponding Exhibits, Articles, Sections, subsections, clauses and other subdivisions of or to this Conveyance unless expressly provided otherwise. Titles or headings appearing at the beginning of any Exhibits,

Articles, Sections, subsections, clauses and other subdivisions of this Conveyance are for convenience only, do not constitute any part of this Conveyance and shall be disregarded in construing the language hereof. The words “this Conveyance,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Conveyance as a whole and not to any particular Article, Section, subsection, clause or other subdivision unless expressly so limited. The words “this Article,” “this Section,” “this subsection,” “this clause,” and words of similar import, refer only to the Article, Section, subsection and clause hereof in which such words occur. The word “including” (in its various forms) means including without limitation. All references to “$” or “dollars” shall be deemed references to United States dollars. Each accounting term not defined herein will have the meaning given to it under GAAP as interpreted as of the date of this Conveyance. Unless expressly provided to the contrary, the word “or” is not exclusive. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Exhibits referred to herein are attached to and by this reference incorporated herein for all purposes. Reference herein to any federal, state, local or foreign law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

Section 2.2 Definitions . As used herein, the following terms shall have the respective meanings ascribed to them below:

“ Administrative Charge ” shall mean an amount equal to one million dollars ($1,000,000), which amount shall change on an annual basis commencing on April 1, 2013 based on the CPI.

“ Administrative Hedge Costs ” shall mean those costs paid by Grantor from and after the Effective Time to counterparties under the Existing Hedges or to Persons that provide credit to maintain any Existing Hedge, but excluding any Hedge Settlement Costs.

“ Affiliate ” shall mean with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. As used in this definition, the term “control” (and the related terms “controlling,” “controlled by,” and “under common control”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise; provided that Breitburn Energy Partners L.P. and its subsidiaries shall not be considered or deemed to be Affiliates of Grantor.

“ Business Day ” shall mean any day that is not a Saturday, Sunday, a holiday determined by the NYSE Regulation, Inc. as affecting “ex” dates” or any other day on which national banking institutions in New York, New York or Austin, Texas are closed as authorized or required by law.

“ Conveyance ” shall have the meaning ascribed to it in the Preamble to this Conveyance.

“ CPI ” shall mean the year-over-year unadjusted percent change of the all items index (as of December of the then-current calendar year) of the Consumer Price Index for All Urban Consumers (CPI-U) for the US City Average, 1982-1984 = 100, published by the United States Department of Labor, Bureau of Labor Statistics.

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“ Deepest Producing Formation ” shall mean, for each Developed Properties Subject Well, the deepest horizon currently producing, or capable of producing, Hydrocarbons in that Developed Properties Subject Well, as set forth on Exhibit D .

“ Developed Properties Debit Balance ” shall have the meaning given such term in Section 4.2(b).

“ Developed Properties Eligible Materials ” shall mean Materials for which amounts in respect of the cost of such Materials were properly debited to the Developed Properties Net Profits Account.

“ Developed Properties Excluded Deductions ” shall mean deduction amounts related to any of the following items: (a) any amount that has also been used to reduce or offset the amount of the Developed Properties Subject Hydrocarbons (or proceeds of production thereof) or has otherwise not been included therein (including proceeds attributable to royalties, overriding royalties, production payments and other charges burdening the Developed Properties Subject Interests as of the Effective Time if such charges have been used to reduce or offset the amount of the Developed Properties Subject Hydrocarbons (or proceeds of production thereof)); (b) any overriding royalty, production payment or other charge burdening the Developed Properties Subject Interests which was created by Grantor after the Effective Time; (c) any general, administrative or overhead costs paid or incurred by Grantor or its Affiliates, except for those expressly permitted hereunder; (d) any interest, premiums, fees or similar charges arising out of borrowings or purchases of any goods, equipment or other items on credit, whether or not used on or otherwise related to the Developed Properties Subject Interests; (e) all Developed Properties Processing Costs; (f) any amounts paid by Grantor (initial or a successor) to such Grantor’s predecessor in interest with respect to part or all of the Developed Properties Subject Interests (including without limitation any purchase price or other consideration paid by Grantor to such predecessor in interest to acquire all or part of the Developed Properties Subject Interests); (g) any amount arising from any condition, circumstance, activity, practice, incident, action, or plan that gives rise to any material liability, or otherwise forms the basis of any claim, action, suit, proceeding, hearing or investigation, based on or related to the processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, Release or threatened Release into the environment, of any pollutant, contaminant, or hazardous substance or other toxic material or waste from or attributable to the use or operation of any of the Developed Properties Subject Interests which either occurred prior to, on or after the Effective Time and are attributable to Grantor’s gross negligence or willful misconduct; and (h) costs and expenses arising out of operations covered by the AFEs shown on Exhibit B-1 .

“ Developed Properties Excluded Proceeds ” shall mean the following proceeds and amounts:

(a) any Developed Properties Offset Amounts, except that, for purposes of determining the proceeds and amounts that constitute “Developed Properties Excluded Proceeds” for purposes hereof, (i) there shall not be any deductions to such proceeds and amounts, in the cases of subsections (c), (h) and (j) of the definition for “Developed Properties Offset Amounts,” for the actual costs of salvage or disposition or any Developed Properties Processing Costs, as applicable, (ii) cash payments received by Grantor as a result of any pooling or unitization of the

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Developed Properties Subject Interests shall be considered Developed Properties Excluded Proceeds regardless of whether the costs giving rise to such payments were charged to the Developed Properties Net Profits Interest, and (iii) insurance proceeds received by Grantor shall be considered Developed Properties Excluded Proceeds regardless of whether the cost of such insurance was charged to the Developed Properties Net Profits Account;

(b) any proceeds that are withheld from Grantor for any reason (other than at the request of Grantor), until such time that the proceeds are actually received by Grantor, provided that proceeds that are received by Grantor and promptly deposited by it with an escrow agent in order to resolve a dispute with respect thereto shall not be considered to be “received” by Grantor for purposes of this definition until the time that such amounts are actually collected by Grantor;

(c) if Grantor becomes an underproduced party under any Gas balancing or similar arrangement affecting the Developed Properties Subject Interests, any amounts for any Gas attributable to the Developed Properties Subject Interests for which Grantor is entitled to receive “make-up” Gas in the future that would otherwise be attributable to the Developed Properties Subject Interests;

(d) if Grantor becomes an overproduced party under any Gas balancing or similar arrangement affecting the Developed Properties Subject Interests, any amounts for any Gas taken by an underproduced party as “make-up” Gas that would otherwise be attributable to the Developed Properties Subject Interests;

(e) any amount received by Grantor after the Effective Time in respect of any production of Developed Properties Subject Hydrocarbons prior to the Effective Time;

(f) any amount to which Grantor is entitled by virtue of a judgment of a court of competent jurisdiction resolving a dispute hereunder between Grantee and Grantor in favor of Grantor, or any amount paid to Grantor in settlement of such dispute;

(g) any amounts or compensation received by Grantor in connection with any Prior Reversionary Interest; and

(h) any additional proceeds ( i.e., proceeds attributable to the non-participating party) from the sale of Hydrocarbons related to any Developed Properties Subject Well with respect to which Grantor elects to be a participating party (whether such rights are available pursuant to an operating agreement or other agreement or arrangement) with respect to any operation with respect to such Developed Properties Subject Well for which another party or parties have elected not to participate in such operation (or have elected to abandon such Developed Properties Subject Well) and Grantor elects to pay the costs of such nonparticipating or abandoning party and as a result of which Grantor becomes entitled to receive, either temporarily ( i.e., through a period of recoupment) or permanently such additional proceeds from the sale of Hydrocarbons related to such Developed Properties Subject Well.

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“ Developed Properties Gross Deductions ” shall mean the following costs and expenses (and, where applicable, losses, liabilities and damages), to the extent that the same (x) are properly allocable to the Developed Properties Subject Interests (and any related equipment or property used in connection therewith) and the production and marketing of Developed Properties Subject Hydrocarbons therefrom and (y) have been incurred or accrued by Grantor, from and after the Effective Time, but that are not attributable to a production month that occurs prior to the Effective Time ( excluding , in all instances, the Developed Properties Excluded Deductions):

(a) all costs paid by Grantor (i) for drilling, development, production and abandonment operations (including activities necessary to gain access to and prepare well locations for drilling; operations and activities related to drilling and equipping Developed Properties Subject Wells and service and injector wells; operations constituting or associated with workovers; the plugging and abandoning of any well or facility on the Developed Properties Subject Interests; and secondary recovery, pressure maintenance, repressuring, recycling and other operations conducted for the purpose of enhancing production from the Developed Properties Subject Interests), (ii) for all direct labor (including employee and fringe benefits) and other services necessary for drilling, operating, producing and maintaining the Developed Properties Subject Interests and workovers of any Developed Properties Subject Well, (iii) for treatment, dehydration, compression, separation and transportation of the Developed Properties Subject Hydrocarbons (including activities related to the acquisition, construction and installation of production and injection facilities), (iv) for all Materials purchased for use on, or in connection with, any of the Developed Properties Subject Interests and (v) for any other operations with respect to the exploration, development or operation of Developed Properties Subject Hydrocarbons (including costs for the maintenance of any Developed Properties Subject Well or facility on the Leases; replacement of any facilities; the restoration or remediation of the surface or subsurface sites associated with the Developed Properties Subject Interests or lands pooled or unitized therewith; and any marketing fees paid to non-Affiliates of Grantor); provided, however, that (A) the costs charged to the Developed Properties Net Profits Account for such items shall be made (1) on the same basis as such costs are charged under the operating agreement associated with the applicable portion of the Developed Properties Subject Interests at the time the transaction giving rise to such costs occurred, or (2) in the absence of such operating agreement, on the same basis as Grantor is charged under existing third party arrangements, or (3) in the absence of both such operating agreement and such third-party arrangements, on the same basis as costs are typically charged under operating agreements generally used for onshore operations in the State of California; and (B) if Grantor elects to pay the costs of a nonconsenting party or nonparticipating party with respect to which the gross proceeds derived from such costs are not credited to the Developed Properties Net Profits Account, Grantor shall be solely responsible for such costs;

(b) (i) all losses, costs, expenses, liabilities and damages (including outside legal, accounting and engineering services) attributable to, or incident to the operation or maintenance of, the Developed Properties Subject Interests associated with (A) defending, prosecuting, handling, investigating or settling litigation, administrative proceedings, claims (including lien claims other than liens for borrowed funds), damages, judgments, fines, penalties and other liabilities, (B) the payment of judgments, penalties and other liabilities (including interest thereon), paid by Grantor and not reimbursed under insurance maintained by Grantor or others (including all losses, costs, expenses, liabilities and damages arising from third-party

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claims, lawsuits or causes of action for personal injury or death or damage to personal or real property (both surface and subsurface), including those losses, costs, expenses, liabilities and damages arising under Environmental Laws with respect to the Developed Properties Subject Interests or in any way from the environmental condition of the Developed Properties Subject Interests), (C) the payment or restitution of any proceeds of Developed Properties Subject Hydrocarbons, (D) complying with applicable local, state and federal statutes, ordinances, rules and regulations, and (E) tax or royalty audits, and (ii) any other loss, cost, expense, liability or damage (including settlement costs and reasonable attorneys’ fees) incurred by Grantor in relation to the Developed Properties Subject Interests not paid or reimbursed under insurance; excluding, in each instance, any expenses incurred by Grantor in litigation of any claim or dispute arising hereunder between the Parties or amounts paid by Grantor to Grantee pursuant to a final order entered by a court of competent jurisdiction resolving any such claim or dispute or amounts paid by Grantor to Grantee in connection with the settlement of any such claim or dispute;

(c) all taxes, charges and assessments ( excluding federal and state income, transfer, mortgage, inheritance, estate, franchise and like taxes) incurred, accrued or paid by Grantor with respect to the ownership of the Developed Properties Subject Interests or the extraction of the Developed Properties Subject Hydrocarbons, including production, severance or excise and other similar taxes, charges and assessments assessed against, or measured by, the production of (or the proceeds or value of production of) Developed Properties Subject Hydrocarbons, occupation taxes, gathering, pipeline, excise, sales, use and other taxes, and ad valorem and property taxes, charges and assessments assessed against or attributable to the Developed Properties Subject Interests or any equipment used in connection with production from any of the Developed Properties Subject Interests and any extraordinary or windfall profits taxes, charges and assessments that may be assessed in the future based upon profits realized or prices received from the sale of Developed Properties Subject Hydrocarbons;

(d) all insurance premiums attributable to the ownership or operation of the Developed Properties Subject Interests paid by Grantor for insurance actually carried for periods after the Effective Time with respect to the Developed Properties Subject Interests, or any equipment located on any of the Developed Properties Subject Interests, or incident to the operation or maintenance of the Developed Properties Subject Interests;

(e) all amounts and other consideration paid by Grantor for (i) rent and the use of or damage to the surface, (ii) delay rentals, shut-in well payments, minimum royalties and similar payments, and (iii) fees for renewal, extension, modification, amendment, replacement or supplementation of the Leases included in the Developed Properties Subject Interests;

(f) all amounts charged by the relevant operator as overhead, administrative or indirect charges specified in the applicable operating agreements or other arrangements now or hereafter covering the Developed Properties Subject Interests or operations with respect thereto;

(g) to the extent Grantor is the operator of certain of the Developed Properties Subject Interests and there is no operating agreement covering such portion of the Developed Properties Subject Interests, those overhead, all administrative or indirect charges that are allocated by Grantor to such portion of the Developed Properties Subject Interests, to the extent that such charges are allocated in the same manner that Grantor allocates to other similarly owned and operated properties;

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(h) if, as a result of the occurrence of the bankruptcy or insolvency or similar occurrence of the purchaser of Developed Properties Subject Hydrocarbons, any and all amounts previously credited to the Developed Properties Net Profits Account are reclaimed from Grantor or its representative, then the amounts reclaimed as promptly as practicable following Grantor’s payment thereof;

(i) all costs and expenses paid by Grantor for recording this Conveyance and, immediately prior to the last Payment Period, costs estimated in good faith to record the termination or release of this Conveyance;

(j) all Administrative Hedge Costs paid by Grantor;

(k) all Hedge Settlement Costs paid by Grantor;

(l) all amounts previously included, or otherwise accounted for, in the calculation of Developed Properties Gross Profits but subsequently paid by Grantor as a refund, interest or penalty;

(m) at the option of Grantor, all amounts reserved for approved development expenditure projects on the Developed Properties Subject Interests, including amounts for drilling, recompletion and workover costs, provided that, such amounts, (i) to the extent not already spent or incurred by Grantor, will, together with such amounts on the Remaining Properties Subject Interests, at no time exceed two million dollars ($2,000,000) in the aggregate, and (ii) shall not be included as part of the Developed Properties Gross Deductions in subsequent Payment Periods; and

(n) all costs accrued for future plugging and abandonment of any well or facility on the Developed Properties Subject Interests; provided that such amounts shall not be included as part of the Developed Properties Gross Deductions in subsequent Payment Periods.

“ Developed Properties Gross Fair Value ” means an amount equal to the Fair Value divided by eighty percent (80%).

“ Developed Properties Gross Profits ” shall mean, for each Payment Period following the Effective Time, an amount equal to the sum of ( excluding , in all instances, the Developed Properties Excluded Proceeds) the gross proceeds received by Grantor during the applicable Payment Period (and that are not attributable to a production month that occurs prior to the Effective Time) from the sale of all Developed Properties Subject Hydrocarbons, including the following proceeds and amounts: (a) all proceeds and consideration received, directly or indirectly, for advance payments and payments under take-or-pay and similar provisions of Production Sales Contracts when credited against the price for delivery of production; and (b) all proceeds and amounts received by Grantor (i) from any “make up” Gas taken by Grantor as a result of its position as an underproduced party under any Gas balancing or similar arrangement

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affecting the Developed Properties Subject Interests, (ii) received as a balancing of accounts under a Gas balancing or other similar arrangement affecting the Developed Properties Subject Interests either as an interim balancing or at the depletion of the reservoir, and (iii) for any Gas taken by Grantor attributable to the Developed Properties Subject Interests in excess of its entitlement share of such Gas; provided, however, that Developed Properties Gross Profits (A) shall not include any Developed Properties Processing Proceeds and (B) in the event that Developed Properties Subject Hydrocarbons are Processed prior to sale, shall only include the Payment Value of such Developed Properties Subject Hydrocarbons before any such Processing.

“ Developed Properties Net Deductions ” shall mean, for each Payment Period following the Effective Time, an amount equal to the excess, if any, of (a) the sum of the Developed Properties Gross Deductions over (b) the sum of the Developed Properties Offset Amounts.

“ Developed Properties Net Profits ” shall have the meaning given such term in Section 4.2(a).

“ Developed Properties Net Profits Account ” shall mean the account maintained in accordance with the provisions of Sections 4.1(a), (b), (e) and (f).

“ Developed Properties Net Profits Interest ” shall mean an overriding royalty interest calculated as a variable undivided percentage interest in and to the Developed Properties Subject Hydrocarbons entitling Grantee to receive a sum equal to the Developed Properties Proceeds Percentage of the Developed Properties Net Profits, if any, for each Payment Period for the term of this Conveyance.

“ Developed Properties NPI Calculation ” shall have the meaning given such term in Section 4.2(a).

“ Developed Properties NPI Payment Amount ” shall have the meaning given such term in Section 4.2(a).

“ Developed Properties Offset Amounts ” shall mean the following amounts (net of any applicable taxes):

(a) any amounts received by Grantor as delay rentals, bonus, royalty or other similar payments in relation to the Developed Properties Subject Interests;

(b) any amounts received by Grantor in connection with, or for dry hole, bottom hole or other similar contributions related to, the Developed Properties Subject Interests;

(c) upon salvage or other disposition, the applicable actual salvage value (determined in accordance with the applicable operating agreement then in effect and binding upon Grantor or, in the absence of such agreement, based on the fair market value of such items in the region in which they are located) of any Developed Properties Eligible Materials, less, in each instance, the actual costs of salvage or other disposition paid or incurred by Grantor in connection with such sale;

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(d) any cash payments received by Grantor as a result of any pooling or unitization of the Developed Properties Subject Interests if the costs giving rise to such payments were charged to the Developed Properties Net Profits Account, directly or indirectly;

(e) any insurance proceeds received by Grantor as a result of any loss, liability or damage relating to the Developed Properties Subject Interests, Developed Properties Eligible Materials or Developed Properties Subject Hydrocarbons if the cost of such insurance was charged to the Developed Properties Net Profits Account;

(f) any amounts received by Grantor from third parties as rental or use fees for Developed Properties Eligible Materials;

(g) the gross proceeds of any judgments or claims received by Grantor for damages occurring on or after the Effective Time to (i) the Developed Properties Subject Interests, (ii) any Developed Properties Eligible Materials and (iii) any Developed Properties Subject Hydrocarbons;

(h) to the extent not covered under subsection (c) above, any proceeds received by Grantor from the sale of Developed Properties Eligible Materials less the actual costs paid or incurred by Grantor in connection with such sale;

(i) any payments made to Grantor in connection with the drilling or deferring of drilling of any Developed Properties Subject Well;

(j) for any Developed Properties Subject Hydrocarbons that are Processed before sale, the excess, if any, of the Developed Properties Processing Proceeds arising therefrom (that are received by Grantor) over the Developed Properties Processing Costs of such Processing (that are paid or incurred by Grantor);

(k) any interest, penalty or other amount not derived from the sale of the Developed Properties Subject Hydrocarbons that is paid to Grantor by the purchaser of production or escrow agent in connection with proceeds withheld or deposited with an escrow agent;

(l) any Hedge Settlement Revenues;

(m) in the event that any Transfers described in Section 6.1(a)(ii) occur, the Developed Properties Gross Fair Value of the Developed Properties Net Profits Interest released during the relevant Payment Period in connection with such Transfers;

(n) in the event of cessation of production of Developed Properties Subject Hydrocarbons as described in Section 5.9(b), the Developed Properties Gross Fair Value of the Developed Properties Net Profits Interest released during the relevant Payment Period as described in Section 5.9(b); and

(o) any amounts of Gross Reversionary Compensation associated with a conveyance of all or any portion of the Developed Properties Subject Interests, or cessation of production from any Developed Properties Subject Well, in connection with a Prior Reversionary Interest pursuant to Section 6.2.

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“ Developed Properties Proceeds Percentage ” shall mean eighty percent (80%).

“ Developed Properties Processing Costs ” shall mean the costs of Processing that generate Developed Properties Processing Proceeds received by Grantor.

“ Developed Properties Processing Proceeds ” shall mean the excess, if any, of (a) proceeds received by Grantor from the sale of Developed Properties Subject Hydrocarbons that are the result of any Processing over (b) the part of such proceeds that represents the Payment Value of such Developed Properties Subject Hydrocarbons before any Processing.

“ Developed Properties Subject Hydrocarbons ” shall mean all Hydrocarbons in and under and that may be produced, saved, and sold from, and are attributable to, the Developed Properties Subject Interests from and after the Effective Time, after deducting the appropriate share of all royalties and any overriding royalties, production payments, net profits interests and other similar charges (except the Developed Properties Net Profits Interest) burdening the Developed Properties Subject Interests as of the Effective Time, provided that, (a) there shall not be included in the Developed Properties Subject Hydrocarbons (i) any Hydrocarbons attributable to non-consent operations conducted with respect to the Developed Properties Subject Interests (or any portion thereof) as to which Grantor shall be a non-consenting party as of the Effective Time that are dedicated to the recoupment or reimbursement of costs and expenses of the consenting party or parties by the terms of the relevant operating agreement, unit agreement, contract for development, or other instrument providing for such non-consent operations (including any interest, penalty or other amounts related thereto), or (ii) any Hydrocarbons lost in production or marketing or used by Grantor for drilling, production or plant operations (including fuel, secondary or tertiary recovery) conducted solely for the purpose of producing Developed Properties Subject Hydrocarbons from the Developed Properties Subject Interests, and (b) there shall be included in the Developed Properties Subject Hydrocarbons any Hydrocarbons attributable to non-consent operations conducted with respect to the Developed Properties Subject Interests (or any portion thereof) as to which Grantor shall be a non-consenting party as of the Effective Time that are produced, saved, and sold from, and are attributable to the Developed Properties Subject Interests after the Effective Time from and after the recoupment or reimbursement of costs and expenses (including any interest, penalty or other amounts related thereto) of the consenting party or parties by the terms of the relevant operating agreement, unit agreement, contract agreement, contract development, or other instruments providing for such non-consent operations.

“ Developed Properties Subject Interests ” shall mean each kind and character of right, title, claim, or interest (solely for purposes of this definition, collectively “rights”) that Grantor has or owns in the Developed Properties Subject Wells, insofar and only insofar as such rights pertain to the Targeted Formations, whether such rights be under or by virtue of a lease, a unitization or pooling order or agreement, an operating agreement, a farmout agreement, a division order, or a transfer order or be under or by virtue of any other type of claim or title, legal or equitable, recorded or unrecorded, even though Grantor’s interest be incorrectly or incompletely described in, or a description thereof omitted from, Exhibit A , all as such rights

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shall be (a) enlarged or diminished by virtue of the provisions of Section 5.2, and (b) enlarged by the discharge of any obligations for payments out of production or by the removal of any charges or encumbrances to which any of such rights are subject at the Effective Time ( provided that such discharge or removal is pursuant to the express terms of the instrument that created such charge, obligation or encumbrance) and any and all renewals, extensions and replacements of the right occurring within one year after the expiration of such rights.

“ Developed Properties Subject Well ” shall mean (i) each well set forth on Exhibit D , (ii) any well drilled on the Leases as a Replacement Well for a Developed Properties Subject Well, and (iii) any surface expression that produces Hydrocarbons that are contained in a controlled manner.

“ Effective Time ” shall mean 12:01 a.m., Pacific Coast Time, on April 1, 2012.

“ Environmental Laws ” shall mean, as the same have been amended to the date hereof, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et_seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et_seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et_seq.; the Clean Air Act, 42 U.S.C. § 7401 et_seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et_seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et_seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et_seq.; and the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; and all similar laws as of the date hereof of any governmental body having jurisdiction over the property in question addressing pollution or protection of the environment and all regulations implementing the foregoing that are applicable to the operation and maintenance of the Subject Interests.

“ Execution Date ” shall have the meaning ascribed to it in the Preamble to this Conveyance.

“ Existing Hedges ” shall mean the Hedges entered into by Grantor and described on Exhibit C .

“ Fair Value ” shall mean an amount equal to the excess, if any, of (a) the proceeds which could reasonably be expected to be obtained from the sale of such portion of the applicable Net Profits Interest to a party which is not an Affiliate of either Grantor or Grantee on an arms-length negotiated basis, taking into account relevant market conditions and factors existing at the time of any such proposed sale or release, over (b) any sales costs, commissions and brokerage fees that would reasonably be expected in relation to such sale.

“ GAAP ” shall mean U.S. generally accepted accounting principles.

“ Gas ” shall mean natural gas and other gaseous hydrocarbons or minerals, including helium, but excluding any Gas Liquids.

“ Gas Liquids ” shall mean those natural gas liquids and other liquid hydrocarbons, including ethane, propane, butane and natural gasoline, and mixtures thereof, that are removed from a Gas stream by the liquids extraction process of any field facility or gas processing plant and delivered by the facility or plant as natural gas liquids.

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“ Grantee ” shall have the meaning ascribed to it in the Preamble to this Conveyance.

“ Grantor ” shall have the meaning ascribed to it in the Preamble to this Conveyance.

“ Gross Reversionary Compensation ” means an amount equal to (a) that portion of the Reversionary Compensation that is attributable to the Net Profits Interest released pursuant to Section 6.2 divided by (b) eighty percent (80%) in the case of the Developed Properties Net Profits Interest, or twenty-five percent (25%) in the case of the Remaining Properties Net Profits Interest.

“ Hedge ” shall mean any commodity hedging transaction pertaining to Hydrocarbons, whether in the form of (a) forward sales and options to acquire or dispose of a futures contract solely on an organized commodities exchange, (b) derivative agreements for a swap, cap, collar or floor of the commodity price, or (c) similar types of financial transactions classified as “notional principal contracts” pursuant to Treasury Regulation § 1.988-1(a)(2)(iii)(B)(2).

“ Hedge Settlement Costs ” shall mean any and all payments required to be made by Grantor from and after the Effective Time to the counterparties in connection with the settlement or mark-to-market of trades made under any Existing Hedge and all payments made by Grantor for any early termination of any Existing Hedge.

“ Hedge Settlement Revenues ” shall mean any and all payments received by Grantor from and after the Effective Time, and attributable to periods after the Effective Time, from the counterparties in connection with the settlement or mark-to-market of trades made under any Existing Hedge and all payments received by Grantor for any early termination of any Existing Hedge.

“ Hydrocarbons ” shall mean Oil, Gas and Gas Liquids.

“ Leases ” shall mean, subject to the depth limitations and other restrictions that may be set forth therein, (a) the oil and gas leases, oil, gas and mineral leases, subleases and other leaseholds, contractual rights, and other rights to hydrocarbons set forth on Exhibit A as to all lands and depths described in such lease (or the applicable part or portion thereof, if limited in depth or areal extent in Exhibit A ) and any interest therein and any leasehold interest in any other lease of Hydrocarbons derived from the pooling or unitization of each such lease (or portion thereof, if limited in depth or areal extent in Exhibit A) with other leases, together with any interest acquired or maintained in any and all renewals and extensions of such lease, (b) any replacement lease taken upon or in anticipation of termination of such lease (if executed and delivered during the term of or within one year after the expiration of the predecessor lease), as to all lands and depths described in the predecessor lease and in which Grantor had an interest under the predecessor lease (unless the extended or predecessor lease is specifically limited in depth or areal extent in Exhibit A , in which event only the corresponding portion of such lease shall be considered a renewal or extension or a replacement lease subject to this Conveyance), and (c) any other leasehold, royalty, overriding royalty or fee interest described on Exhibit A .

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“ Materials ” shall mean materials, supplies, equipment and other personal property or fixtures located on or used in connection with the Subject Interests.

“ Mcf ” shall mean one thousand cubic feet.

“ Monthly Administrative Fee ” shall mean a monthly administrative fee equal to one-twelfth ( ¹ / ₁₂ ) of the Administrative Charge.

“ Monthly Statement ” shall have the meaning given such term in Section 4.6.

“ Net Profits Interests ” shall mean the Developed Properties Net Profits Interest and the Remaining Properties Net Profits Interest, or if the context allows or requires, the Developed Properties Net Profits Interest or the Remaining Properties Net Profits Interest.

“ Oil ” shall mean crude oil, condensate and other liquid hydrocarbons recovered by field equipment or facilities, excluding Gas Liquids.

“ ORI Properties Gross Profits ” shall mean, for each Payment Period following the Effective Time, an amount equal to the sum of (a) the gross proceeds received by Grantor during the applicable Payment Period (and that are not attributable to a production month that occurs prior to the Effective Time) from the sale of all ORI Properties Subject Hydrocarbons, including the following proceeds and amounts: (i) all proceeds and consideration received, directly or indirectly, for advance payments and payments under take-or-pay and similar provisions of Production Sales Contracts when credited against the price for delivery of production; and (ii) all proceeds and amounts received by Grantor (A) from any “make up” Gas taken by Grantor as a result of its position as an underproduced party under any Gas balancing or similar arrangement affecting the ORI Properties Subject Interests, (B) received as a balancing of accounts under a Gas balancing or other similar arrangement affecting the ORI Properties Subject Interests either as an interim balancing or at the depletion of the reservoir, and (C) for any Gas taken by Grantor attributable to the ORI Properties Subject Interests in excess of its entitlement share of such Gas; and (b) the gross proceeds received by other working interest owners during the applicable Payment Period (and that are not attributable to a production month that occurs prior to the Effective Time) from the sale of Hydrocarbons produced, saved and sold from the properties and lands covered by the ORI Properties Subject Interests, including proceeds and amounts of the types described in subsections (a)(i) and (ii) above.

“ ORI Properties Subject Hydrocarbons ” shall mean all Hydrocarbons in and under and that may be produced, saved, and sold from, and are attributable to, the ORI Properties Subject Interests from and after the Effective Time, provided that, (a) there shall not be included in the ORI Properties Subject Hydrocarbons (i) any Hydrocarbons attributable to non-consent operations conducted with respect to the ORI Properties Subject Interests (or any portion thereof) as to which Grantor shall be a non-consenting party as of the Effective Time that are dedicated to the recoupment or reimbursement of costs and expenses of the consenting party or parties by the terms of the relevant operating agreement, unit agreement, contract for development, or other instrument providing for such non-consent operations (including any interest, penalty or other amounts related thereto), or (ii) any Hydrocarbons lost in production or marketing or used by Grantor for drilling, production or plant operations (including fuel, secondary or tertiary

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recovery) conducted solely for the purpose of producing ORI Properties Subject Hydrocarbons from the ORI Properties Subject Interests, and (b) there shall be included in the ORI Properties Subject Hydrocarbons any Hydrocarbons attributable to non-consent operations conducted with respect to the ORI Properties Subject Interests (or any portion thereof) as to which Grantor shall be a non-consenting party as of the Effective Time that are produced, saved, and sold from, and are attributable to the ORI Properties Subject Interests after the Effective Time from and after the recoupment or reimbursement of costs and expenses (including any interest, penalty or other amounts related thereto) of the consenting party or parties by the terms of the relevant operating agreement, unit agreement, contract agreement, contract development, or other instruments providing for such non-consent operations.

“ ORI Properties Subject Interests ” shall mean those Remaining Properties Subject Interests, and only those Remaining Properties Subject Interests, included in the Leases set forth on Exhibit E , but shall not include any Developed Properties Subject Interests.

“ Overriding Royalty Account ” shall mean the account maintained in accordance with the provisions of Sections 4.1(a), (d), (e) and (f).

“ Overriding Royalty Interest ” shall mean an overriding royalty interest calculated as an undivided percentage interest in and to the ORI Properties Subject Hydrocarbons entitling Grantee to receive, under certain circumstances described herein, a sum equal to the Overriding Royalty Interest Proceeds for any Payment Period for which Grantee is entitled to receive the Overriding Royalty Interest Proceeds. The Overriding Royalty Interest shall be free and clear of, and shall bear no burden or part of costs and expenses of exploration, drilling, testing, completing, development, production or operation, but shall bear its proportionate share of costs and expenses of gathering, handling, processing, treating, compression, transportation and marketing, and shall bear its proportionate share of ad valorem and production taxes.

“ Overriding Royalty Interest Proceeds ” shall have the meaning ascribed to it in Section 4.3(b).

“ Party ” or “ Parties ” shall have the meaning ascribed to it in the Preamble to this Conveyance.

“ Payment Period ” shall mean a calendar month, provided that for purposes of each Net Profits Interest and the Overriding Royalty Interest, (a) the initial Payment Period shall mean the period from and after the Effective Time until April 30, 2012, and (b) the last Payment Period shall mean any portion of the calendar month during which the expiration of the term of this Agreement occurs from the beginning of such calendar month until and including the date of such expiration.

“ Payment Value ” of any Subject Hydrocarbons shall mean:

(a) With respect to Oil and Gas Liquids, (i) the price actually received by Grantor pursuant to a Production Sales Contract with a non-Affiliated purchaser, or (ii) if there is no such Production Sales Contract, the fair market value of such Oil or Gas Liquids, on the date of delivery at the Lease, determined in accordance with generally accepted and usual industry practices; and

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(b) With respect to Gas, (i) the price specified in any Production Sales Contract for the sale of such Gas, or (ii) if such Gas cannot be sold pursuant to a Production Sales Contract, (A) the average of the three highest prices (adjusted for all material differences in quality) being paid at the time of production for Gas produced from the same field in sales between non-affiliated Persons (or, if there are not three such prices within such field, within a 50-mile radius of such field) but, for any Gas subject to price restrictions established, prescribed or otherwise imposed by any governmental authority having jurisdiction over the sale of such Gas, no more than the highest price permitted for such category or type of Gas after all applicable adjustments (including tax reimbursement, dehydration, compression and gathering allowances, inflation and other permitted escalations), or (B) if subsection (b)(ii)(A) above is not applicable, the fair market value of such Gas, on the date of delivery, at the Lease, determined in accordance with generally accepted and usual industry practices.

“ Permitted Encumbrances ” shall mean the following insofar as they cover, describe or relate to the Subject Interests or the lands described in any Lease:

(a) the terms, conditions, restrictions, exceptions, reservations, limitations and other matters contained in the agreements, instruments and documents that create or reserve to Grantor its interests in any of the Leases, including any Prior Reversionary Interest; provided, however, that none of the foregoing shall operate to (i) reduce Grantor’s “Net Revenue Interest” for any Developed Properties Subject Well to below the “Net Revenue Interest” set forth on Exhibit D for such Developed Properties Subject Well or increase the “Working Interest” of Grantor for any Developed Properties Subject Well above that “Working Interest” set forth on Exhibit D for such Developed Properties Subject Well (unless there is a proportionate increase in Grantor’s corresponding “Net Revenue Interest” for such Developed Properties Subject Well); or (ii) reduce Grantor’s average “Net Revenue Interest” for the Remaining Properties Leases to below the average “Net Revenue Interest” set forth on Exhibit A for such Remaining Properties Leases or increase the average “Working Interest” of Grantor for the Remaining Properties Leases above that average “Working Interest” set forth on Exhibit A for such Remaining Properties Leases (unless there is a proportionate increase in Grantor’s corresponding average “Net Revenue Interest” for such Remaining Properties Leases);

(b) any (i) undetermined or inchoate liens or charges constituting or securing the payment of expenses that were incurred incidental to maintenance, development, production or operation of the Leases or for the purpose of developing, producing or processing Hydrocarbons therefrom or therein, and (ii) materialman’s, mechanics’, repairman’s, employees’, contractors’, operators’ or other similar liens or charges for liquidated amounts, in each case, arising in the ordinary course of business that Grantor has agreed to pay or is contesting in good faith in the ordinary course of business;

(c) any liens for taxes and assessments not yet delinquent or, if delinquent, that are being contested in good faith by Grantor in the ordinary course of business;

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(d) any liens or security interests created by law or reserved in any Lease for the payment of royalty, bonus or rental, or created to secure compliance with the terms of the agreements, instruments and documents that create or reserve to Grantor its interests in the Leases;

(e) any obligations or duties affecting the Leases to any municipality or public authority with respect to any franchise, grant, license or permit, and all applicable laws, rules, regulations and orders of any governmental authority;

(f) any (i) easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations, pipelines, grazing, hunting, lodging, canals, ditches, reservoirs or the like, and (ii) easements for streets, alleys, highways, pipelines, telephone lines, power lines, railways and other similar rights-of-way, on, over or in respect of the lands described in the Leases provided that, in the case of clauses (i) and (ii), such easements, rights-of-way, servitudes, permits, surface leases and other rights do not materially impair the value of any applicable Net Profits Interest;

(g) all lessors’ royalties, overriding royalties, net profits interests, carried interests, production payments, reversionary interests and other burdens on the Subject Interests or deductions from the proceeds of production attributable to the Subject Interests created or in existence as of the Effective Time; provided, however, that none of the foregoing (other than the Net Profits Interests and the Overriding Royalty Interest) shall operate to (i) reduce Grantor’s “Net Revenue Interest” for any Developed Properties Subject Well to below the “Net Revenue Interest” set forth on Exhibit D for such Developed Properties Subject Well or increase the “Working Interest” of Grantor for any Developed Properties Subject Well above that “Working Interest” set forth on Exhibit D for such Developed Properties Subject Well (unless there is a proportionate increase in Grantor’s corresponding “Net Revenue Interest” for such Developed Properties Subject Well); or (ii) reduce Grantor’s average “Net Revenue Interest” for the Remaining Properties Leases to below the average “Net Revenue Interest” set forth on Exhibit A for such Remaining Properties Leases or increase the average “Working Interest” of Grantor for the Remaining Properties Leases above that average “Working Interest” set forth on Exhibit A for such Remaining Properties Leases (unless there is a proportionate increase in Grantor’s corresponding average “Net Revenue Interest” for such Remaining Properties Leases);

(h) preferential rights to purchase or similar agreements and required third party consents to assignments or similar agreements created or in existence as of the Effective Time;

(i) all rights to consent by, required notices to, filings with, or other actions by any Person in connection with the Transfer of the Leases or interests therein;

(j) production sales contracts; division orders; contracts for sale, purchase, exchange, refining or processing of Hydrocarbons; unitization and pooling designations, declarations, orders and agreements; operating agreements; agreements for development; area of mutual interest agreements; gas balancing or deferred production agreements; processing agreements; plant agreements; pipeline, gathering and transportation agreements; injection, repressuring and recycling agreements; salt water or other disposal agreements; seismic or

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geophysical permits or agreements; and any and all other agreements entered into by Grantor or its Affiliates in connection with the exploration or development of the Leases or the extraction, processing or marketing of production therefrom or to which any of the Leases were subject as of the Effective Time; provided, however, that none of the foregoing shall operate to (i) reduce Grantor’s “Net Revenue Interest” for any Developed Properties Subject Well to below the “Net Revenue Interest” set forth on Exhibit D for such Developed Properties Subject Well or increase the “Working Interest” of Grantor for any Developed Properties Subject Well above that “Working Interest” set forth on Exhibit D for such Developed Properties Subject Well (unless there is a proportionate increase in Grantor’s corresponding “Net Revenue Interest” for such Developed Properties Subject Well); or (ii) reduce Grantor’s average “Net Revenue Interest” for the Remaining Properties Leases to below the average “Net Revenue Interest” set forth on Exhibit A for such Remaining Properties Leases or increase the average “Working Interest” of Grantor for the Remaining Properties Leases above that average “Working Interest” set forth on Exhibit A for such Remaining Properties Leases (unless there is a proportionate increase in Grantor’s corresponding average “Net Revenue Interest” for such Remaining Properties Leases); and

(k) conventional rights of reassignment that obligate Grantor to reassign all or part of a property to a third party if Grantor intends to release or abandon such property, including any Prior Reversionary Interest.

“ Person ” shall mean any individual, partnership, limited liability company, corporation, trust, unincorporated association, governmental agency, subdivision, instrumentality, or other entity or association.

“ Prime Rate ” means the rate of interest published from time to time as the “Prime Rate” in the “Money Rates” section of The Wall Street Journal.

“ Prior Reversionary Interest ” shall mean any contract, agreement, lease, deed, conveyance or operating agreement that exists as of the Effective Time, that by the terms thereof requires a Person to convey a part of the applicable Subject Interests (or the applicable Net Profits Interest (and the Overriding Royalty Interest if applicable) with respect to any part of the Subject Interests) to another Person or to permanently cease production of any Subject Well, including obligations arising pursuant to any operating agreements, Leases, and other similar agreements or instruments affecting or burdening the Subject Interests.

“ Processing ” or “ Processed ” shall mean to manufacture, fractionate or refine Subject Hydrocarbons, but such terms do not mean or include activities involving the use of normal lease or well equipment (such as dehydrators, gas treating facilities, mechanical separators, heater-treaters, lease compression facilities, injection or recycling equipment, tank batteries, field gathering systems, pipelines and equipment and similar items) to treat or condition Hydrocarbons or other normal operations on any of the Subject Interests.

“ Production Sales Contracts ” shall mean all contracts, agreements and arrangements for the sale or disposition of Hydrocarbons.

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“ Release ” shall mean any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping or disposing into the environment; provided however, that Release shall not include Hydrocarbons emanating from surface expressions located on the Subject Interests which are controlled upon discovery.

“ Remaining Properties Debit Balance ” shall have the meaning given such term in Section 4.3(c).

“ Remaining Properties Debit Balance Amount ” shall have the meaning given such term in Section 4.3(c).

“ Remaining Properties Eligible Materials ” shall mean Materials for which amounts in respect of the cost of such Materials were properly debited to the Remaining Properties Net Profits Account.

“ Remaining Properties Excluded Deductions ” shall mean deduction amounts related to any of the following items: (a) any amount that has also been used to reduce or offset the amount of the Remaining Properties Subject Hydrocarbons (or proceeds of production thereof) or has otherwise not been included therein (including proceeds attributable to royalties, overriding royalties, production payments and other charges burdening the Remaining Properties Subject Interests as of the Effective Time if such charges have been used to reduce or offset the amount of the Remaining Properties Subject Hydrocarbons (or proceeds of production thereof)); (b) any overriding royalty, production payment or other charge burdening the Remaining Properties Subject Interests which was created by Grantor after the Effective Time; (c) any general, administrative or overhead costs paid or incurred by Grantor or its Affiliates, except for those expressly permitted hereunder; (d) any interest, premiums, fees or similar charges arising out of borrowings or purchases of any goods, equipment or other items on credit, whether or not used on or otherwise related to the Remaining Properties Subject Interests; (e) all Remaining Properties Processing Costs; (f) any amounts paid by Grantor (initial or a successor) to such Grantor’s predecessor in interest with respect to part or all of the Remaining Properties Subject Interests (including without limitation any purchase price or other consideration paid by Grantor to such predecessor in interest to acquire all or part of the Remaining Properties Subject Interests); (g) any amount arising from any condition, circumstance, activity, practice, incident, action, or plan that gives rise to any material liability, or otherwise forms the basis of any claim, action, suit, proceeding, hearing or investigation, based on or related to the processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, Release or threatened Release into the environment, of any pollutant, contaminant, or hazardous substance or other toxic material or waste from or attributable to the use or operation of any of the Remaining Properties Subject Interests which either occurred prior to, on or after the Effective Time and are attributable to Grantor’s gross negligence or willful misconduct; and (h) costs and expenses arising out of operations covered by the AFEs shown on Exhibit B-2 .

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“ Remaining Properties Excluded Proceeds ” shall mean the following proceeds and amounts:

(a) any Remaining Properties Offset Amounts, except that, for purposes of determining the proceeds and amounts that constitute “Remaining Properties Excluded Proceeds” for purposes hereof, (i) there shall not be any deductions to such proceeds and amounts, in the cases of subsections (c), (h) and (j) of the definition for “Remaining Properties Offset Amounts,” for the actual costs of salvage or disposition or any Remaining Properties Processing Costs, as applicable, (ii) cash payments received by Grantor as a result of any pooling or unitization of the Remaining Properties Subject Interests shall be considered Remaining Properties Excluded Proceeds regardless of whether the costs giving rise to such payments were charged to the Remaining Properties Net Profits Interest and (iii) insurance proceeds received by Grantor shall be considered Remaining Properties Excluded Proceeds regardless of whether the cost of such insurance was charged to the Remaining Properties Net Profits Account;

(b) any proceeds that are withheld from Grantor for any reason (other than at the request of Grantor), until such time that the proceeds are actually received by Grantor, provided that proceeds that are received by Grantor and promptly deposited by it with an escrow agent in order to resolve a dispute with respect thereto shall not be considered to be “received” by Grantor for purposes of this definition until the time that such amounts are actually collected by Grantor;

(c) if Grantor becomes an underproduced party under any Gas balancing or similar arrangement affecting the Remaining Properties Subject Interests, any amounts for any Gas attributable to the Remaining Properties Subject Interests for which Grantor is entitled to receive “make-up” Gas in the future that would otherwise be attributable to the Remaining Properties Subject Interests;

(d) if Grantor becomes an overproduced party under any Gas balancing or similar arrangement affecting the Remaining Properties Subject Interests, any amounts for any Gas taken by an underproduced party as “make-up” Gas that would otherwise be attributable to the Remaining Properties Subject Interests;

(e) any amount received by Grantor after the Effective Time in respect of any production of Remaining Properties Subject Hydrocarbons prior to the Effective Time;

(f) any amount to which Grantor is entitled by virtue of a judgment of a court of competent jurisdiction resolving a dispute hereunder between Grantee and Grantor in favor of Grantor, or any amount paid to Grantor in settlement of such dispute;

(g) any amounts or compensation received by Grantor in connection with any Prior Reversionary Interest; and

(h) any additional proceeds ( i.e., proceeds attributable to the non-participating party) from the sale of Hydrocarbons related to any Remaining Properties Subject Well with respect to which Grantor elects to be a participating party (whether such rights are available pursuant to an operating agreement or other agreement or arrangement) with respect to any

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operation with respect to such Remaining Properties Subject Well for which another party or parties have elected not to participate in such operation (or have elected to abandon such Remaining Properties Subject Well) and Grantor elects to pay the costs of such nonparticipating or abandoning party and as a result of which Grantor becomes entitled to receive, either temporarily ( i.e., through a period of recoupment) or permanently such additional proceeds from the sale of Hydrocarbons related to such Remaining Properties Subject Well.

“ Remaining Properties Gross Deductions ” shall mean the following costs and expenses (and, where applicable, losses, liabilities and damages), to the extent that the same (x) are properly allocable to the Remaining Properties Subject Interests (and any related equipment or property used in connection therewith) and the production and marketing of Remaining Properties Subject Hydrocarbons therefrom and (y) have been incurred or accrued by Grantor, from and after the Effective Time, but that are not attributable to a production month that occurs prior to the Effective Time ( excluding , in all instances, the Remaining Properties Excluded Deductions):

(a) all costs paid by Grantor (i) for drilling, development, production and abandonment operations (including activities necessary to gain access to and prepare well locations for drilling; operations and activities related to drilling and equipping Remaining Properties Subject Wells and service and injector wells; operations constituting or associated with workovers; the plugging and abandoning of any well or facility on the Remaining Properties Subject Interests; and secondary recovery, pressure maintenance, repressuring, recycling and other operations conducted for the purpose of enhancing production from the Remaining Properties Subject Interests), (ii) for all direct labor (including employee and fringe benefits) and other services necessary for drilling, operating, producing and maintaining the Remaining Properties Subject Interests and workovers of any Remaining Properties Subject Well, (iii) for treatment, dehydration, compression, separation and transportation of the Remaining Properties Subject Hydrocarbons (including activities related to the acquisition, construction and installation of production and injection facilities), (iv) for all Materials purchased for use on, or in connection with, any of the Remaining Properties Subject Interests and (v) for any other operations with respect to the exploration, development or operation of Remaining Properties Subject Hydrocarbons (including costs for the maintenance of any Remaining Properties Subject Well or facility on the Leases; replacement of any facilities; the restoration or remediation of the surface or subsurface sites associated with the Remaining Properties Subject Interests or lands pooled or unitized therewith; and any marketing fees paid to non-Affiliates of Grantor); provided, however, that (A) the costs charged to the Remaining Properties Net Profits Account for such items shall be made (1) on the same basis as such costs are charged under the operating agreement associated with the applicable portion of the Remaining Properties Subject Interests at the time the transaction giving rise to such costs occurred, or (2) in the absence of such operating agreement, on the same basis as Grantor is charged under existing third party arrangements, or (3) in the absence of both such operating agreement and such third-party arrangements, on the same basis as costs are typically charged under operating agreements generally used for onshore operations in the State of California; and (B) if Grantor elects to pay the costs of a nonconsenting party or nonparticipating party with respect to which the gross proceeds derived from such costs are not credited to the Remaining Properties Net Profits Account, Grantor shall be solely responsible for such costs;

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(b) (i) all losses, costs, expenses, liabilities and damages (including outside legal, accounting and engineering services) attributable to, or incident to the operation or maintenance of, the Remaining Properties Subject Interests associated with (A) defending, prosecuting, handling, investigating or settling litigation, administrative proceedings, claims (including lien claims other than liens for borrowed funds), damages, judgments, fines, penalties and other liabilities, (B) the payment of judgments, penalties and other liabilities (including interest thereon), paid by Grantor and not reimbursed under insurance maintained by Grantor or others (including all losses, costs, expenses, liabilities and damages arising from third-party claims, lawsuits or causes of action for personal injury or death or damage to personal or real property (both surface and subsurface), including those losses, costs, expenses, liabilities and damages arising under Environmental Laws with respect to the Remaining Properties Subject Interests or in any way from the environmental condition of the Remaining Properties Subject Interests), (C) the payment or restitution of any proceeds of Remaining Properties Subject Hydrocarbons, (D) complying with applicable local, state and federal statutes, ordinances, rules and regulations, and (E) tax or royalty audits, and (ii) any other loss, cost, expense, liability or damage (including settlement costs and reasonable attorneys’ fees) incurred by Grantor in relation to the Remaining Properties Subject Interests not paid or reimbursed under insurance; excluding, in each instance, any expenses incurred by Grantor in litigation of any claim or dispute arising hereunder between the Parties or amounts paid by Grantor to Grantee pursuant to a final order entered by a court of competent jurisdiction resolving any such claim or dispute or amounts paid by Grantor to Grantee in connection with the settlement of any such claim or dispute;

(c) all taxes, charges and assessments ( excluding federal and state income, transfer, mortgage, inheritance, estate, franchise and like taxes) incurred, accrued or paid by Grantor with respect to the ownership of the Remaining Properties Subject Interests or the extraction of the Remaining Properties Subject Hydrocarbons, including production, severance or excise and other similar taxes, charges and assessments assessed against, or measured by, the production of (or the proceeds or value of production of) Remaining Properties Subject Hydrocarbons, occupation taxes, gathering, pipeline, excise, sales, use and other taxes, and ad valorem and property taxes, charges and assessments assessed against or attributable to the Remaining Properties Subject Interests or any equipment used in connection with production from any of the Remaining Properties Subject Interests and any extraordinary or windfall profits taxes, charges and assessments that may be assessed in the future based upon profits realized or prices received from the sale of Remaining Properties Subject Hydrocarbons;

(d) all insurance premiums attributable to the ownership or operation of the Remaining Properties Subject Interests paid by Grantor for insurance actually carried for periods after the Effective Time with respect to the Remaining Properties Subject Interests, or any equipment located on any of the Remaining Properties Subject Interests, or incident to the operation or maintenance of the Remaining Properties Subject Interests;

(e) all amounts and other consideration paid by Grantor for (i) rent and the use of or damage to the surface, (ii) delay rentals, shut-in well payments, minimum royalties and similar payments, and (iii) fees for renewal, extension, modification, amendment, replacement or supplementation of the Leases included in the Remaining Properties Subject Interests;

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(f) all amounts charged by the relevant operator as overhead, administrative or indirect charges specified in the applicable operating agreements or other arrangements now or hereafter covering the Remaining Properties Subject Interests or operations with respect thereto;

(g) to the extent Grantor is the operator of certain of the Remaining Properties Subject Interests and there is no operating agreement covering such portion of the Remaining Properties Subject Interests, those overhead, all administrative or indirect charges that are allocated by Grantor to such portion of the Remaining Properties Subject Interests, to the extent that such charges are allocated in the same manner that Grantor allocates to other similarly owned and operated properties;

(h) if, as a result of the occurrence of the bankruptcy or insolvency or similar occurrence of the purchaser of Remaining Properties Subject Hydrocarbons, any and all amounts previously credited to the Remaining Properties Net Profits Account are reclaimed from Grantor or its representative, then the amounts reclaimed as promptly as practicable following Grantor’s payment thereof;

(i) all costs and expenses paid by Grantor for recording this Conveyance and, immediately prior to the last Payment Period, costs estimated in good faith to record the termination or release of this Conveyance;

(j) all amounts previously included, or otherwise accounted for, in the calculation of Remaining Properties Gross Profits but subsequently paid by Grantor as a refund, interest or penalty;

(k) at the option of Grantor, all amounts reserved for approved development expenditure projects on the Remaining Properties Subject Interests, including amounts for drilling, recompletion and workover costs, provided that, such amounts, (i) to the extent not already spent or incurred by Grantor, will, together with such amounts on the Developed Properties Subject Interests, at no time exceed two million dollars ($2,000,000) in the aggregate, and (ii) shall not be included as part of the Remaining Properties Gross Deductions in subsequent Payment Periods; and

(l) all costs accrued for future plugging and abandonment of any well or facility on the Remaining Properties Subject Interests, provided that such amounts shall not be included as part of the Remaining Properties Gross Deductions in subsequent Payment Periods.

“ Remaining Properties Gross Fair Value ” means an amount equal to the Fair Value divided by twenty-five percent (25%).

“ Remaining Properties Gross Profits ” shall mean, for each Payment Period following the Effective Time, an amount equal to the sum of ( excluding , in all instances, the Remaining Properties Excluded Proceeds) the gross proceeds received by Grantor during the applicable Payment Period (and that are not attributable to a production month that occurs prior to the Effective Time) from the sale of all Remaining Properties Subject Hydrocarbons, including the following proceeds and amounts: (a) all proceeds and consideration received, directly or

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indirectly, for advance payments and payments under take-or-pay and similar provisions of Production Sales Contracts when credited against the price for delivery of production; and (b) all proceeds and amounts received by Grantor (i) from any “make up” Gas taken by Grantor as a result of its position as an underproduced party under any Gas balancing or similar arrangement affecting the Remaining Properties Subject Interests, (ii) received as a balancing of accounts under a Gas balancing or other similar arrangement affecting the Remaining Properties Subject Interests either as an interim balancing or at the depletion of the reservoir, and (iii) for any Gas taken by Grantor attributable to the Remaining Properties Subject Interests in excess of its entitlement share of such Gas; provided, however, that Remaining Properties Gross Profits (A) shall not include any Remaining Properties Processing Proceeds and (B) in the event that Remaining Properties Subject Hydrocarbons are Processed prior to sale, shall only include the Payment Value of such Remaining Properties Subject Hydrocarbons before any such Processing.

“ Remaining Properties Leases ” shall mean, subject to the depth limitations and other restrictions that may be set forth therein, and excluding the Targeted Formations within a Developed Properties Subject Well, (a) the oil and gas leases, oil, gas and mineral leases, subleases and other leaseholds, contractual rights, and other rights to hydrocarbons set forth on Exhibit A as to all lands and depths described in such lease (or the applicable part or portion thereof, if limited in depth or areal extent in Exhibit A ) and any interest therein and any leasehold interest in any other lease of Hydrocarbons derived from the pooling or unitization of each such lease (or portion thereof, if limited in depth or areal extent in Exhibit A) with other leases, together with any interest acquired or maintained in any and all renewals and extensions of such lease, (b) any replacement lease taken upon or in anticipation of termination of such lease (if executed and delivered during the term of or within one year after the expiration of the predecessor lease), as to all lands and depths described in the predecessor lease and in which Grantor had an interest under the predecessor lease (unless the extended or predecessor lease is specifically limited in depth or areal extent in Exhibit A , in which event only the corresponding portion of such lease shall be considered a renewal or extension or a replacement lease subject to this Conveyance), and (c) any other leasehold, royalty, overriding royalty or fee interest described on Exhibit A .

“ Remaining Properties Processing Costs ” shall mean the costs of Processing that generate Remaining Properties Processing Proceeds received by Grantor.

“ Remaining Properties Processing Proceeds ” shall mean the excess, if any, of (a) proceeds received by Grantor from the sale of Remaining Properties Subject Hydrocarbons that are the result of any Processing over (b) the part of such proceeds that represents the Payment Value of such Remaining Properties Subject Hydrocarbons before any Processing.

“ Remaining Properties Net Deductions ” shall mean, for each Payment Period following the Effective Time, an amount equal to the excess, if any, of (a) the sum of the Remaining Properties Gross Deductions over (b) the sum of the Remaining Properties Offset Amounts.

“ Remaining Properties Net Profits ” shall have the meaning given such term in Section 4.3(a).

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“ Remaining Properties Net Profits Account ” shall mean the account maintained in accordance with the provisions of Sections 4.1(a), (c), (e) and (f).

“ Remaining Properties Net Profits Interest ” shall mean an overriding royalty interest calculated as a variable undivided percentage interest in and to the Remaining Properties Subject Hydrocarbons entitling Grantee to receive a sum equal to the Remaining Properties Proceeds Percentage of the Remaining Properties Net Profits, if any, for each Payment Period for the term of this Conveyance.

“ Remaining Properties NPI Calculation ” shall have the meaning given such term in Section 4.3(a).

“ Remaining Properties NPI Payment Amount ” shall have the meaning given such term in Section 4.3(a).

“ Remaining Properties Offset Amounts ” shall mean the following amounts (net of any applicable taxes):

(a) any amounts received by Grantor as delay rentals, bonus, royalty or other similar payments in relation to the Remaining Properties Subject Interests;

(b) any amounts received by Grantor in connection with, or for dry hole, bottom hole or other similar contributions related to, the Remaining Properties Subject Interests;

(c) upon salvage or other disposition, the applicable actual salvage value (determined in accordance with the applicable operating agreement then in effect and binding upon Grantor or, in the absence of such agreement, based on the fair market value of such items in the region in which they are located) of any Remaining Properties Eligible Materials, less, in each instance, the actual costs of salvage or other disposition paid or incurred by Grantor in connection with such sale;

(d) any cash payments received by Grantor as a result of any pooling or unitization of the Remaining Properties Subject Interests if the costs giving rise to such payments were charged to the Remaining Properties Net Profits Account, directly or indirectly;

(e) any insurance proceeds received by Grantor as a result of any loss, liability or damage relating to the Remaining Properties Subject Interests, Remaining Properties Eligible Materials or Remaining Properties Subject Hydrocarbons if the cost of such insurance was charged to the Remaining Properties Net Profits Account;

(f) any amounts received by Grantor from third parties as rental or use fees for Remaining Properties Eligible Materials;

(g) the gross proceeds of any judgments or claims received by Grantor for damages occurring on or after the Effective Time to (i) the Remaining Properties Subject Interests, (ii) any Remaining Properties Eligible Materials and (iii) any Remaining Properties Subject Hydrocarbons;

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(h) to the extent not covered under subsection (c) above, any proceeds received by Grantor from the sale of Remaining Properties Eligible Materials less the actual costs paid or incurred by Grantor in connection with such sale;

(i) any payments made to Grantor in connection with the drilling or deferring of drilling of any Remaining Properties Subject Well;

(j) for any Remaining Properties Subject Hydrocarbons that are Processed before sale, the excess, if any, of the Remaining Properties Processing Proceeds arising therefrom (that are received by Grantor) over the Remaining Properties Processing Costs of such Processing (that are paid or incurred by Grantor);

(k) any interest, penalty or other amount not derived from the sale of the Remaining Properties Subject Hydrocarbons that is paid to Grantor by the purchaser of production or escrow agent in connection with proceeds withheld or deposited with an escrow agent;

(l) in the event that any Transfers described in Section 6.1(a)(ii) occur, the Remaining Properties Gross Fair Value of the Remaining Properties Net Profits Interest released during the relevant Payment Period in connection with such Transfers; and

(m) any amounts of Gross Reversionary Compensation associated with a conveyance of all or any portion of the Remaining Properties Subject Interests, or cessation of production from any Remaining Properties Subject Well, in connection with a Prior Reversionary Interest pursuant to Section 6.2.

“ Remaining Properties Proceeds Percentage ” shall mean twenty-five percent (25%).

“ Remaining Properties Subject Hydrocarbons ” shall mean all Hydrocarbons in and under and that may be produced, saved, and sold from, and are attributable to, the Remaining Properties Subject Interests from and after the Effective Time, after deducting the appropriate share of all royalties and any overriding royalties, production payments, net profits interests and other similar charges (except the Remaining Properties Net Profits Interest) burdening the Remaining Properties Subject Interests as of the Effective Time, provided that, (a) there shall not be included in the Remaining Properties Subject Hydrocarbons (i) any Hydrocarbons attributable to non-consent operations conducted with respect to the Remaining Properties Subject Interests (or any portion thereof) as to which Grantor shall be a non-consenting party as of the Effective Time that are dedicated to the recoupment or reimbursement of costs and expenses of the consenting party or parties by the terms of the relevant operating agreement, unit agreement, contract for development, or other instrument providing for such non-consent operations (including any interest, penalty or other amounts related thereto), or (ii) any Hydrocarbons lost in production or marketing or used by Grantor for drilling, production or plant operations (including fuel, secondary or tertiary recovery) conducted solely for the purpose of producing Remaining Properties Subject Hydrocarbons from the Remaining Properties Subject Interests, and (b) there shall be included in the Remaining Properties Subject Hydrocarbons any Hydrocarbons attributable to non-consent operations conducted with respect to the Remaining Properties Subject Interests (or any portion thereof) as to which Grantor shall be a

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non-consenting party as of the Effective Time that are produced, saved, and sold from, and are attributable to the Remaining Properties Subject Interests after the Effective Time from and after the recoupment or reimbursement of costs and expenses (including any interest, penalty or other amounts related thereto) of the consenting party or parties by the terms of the relevant operating agreement, unit agreement, contract agreement, contract development, or other instruments providing for such non-consent operations.

“ Remaining Properties Subject Interests ” shall mean each kind and character of right, title, claim, or interest (solely for purposes of this definition, collectively “rights”) that Grantor has or owns in the Leases and the Remaining Properties Subject Wells, whether such rights be under or by virtue of a lease, a unitization or pooling order or agreement, an operating agreement, a farm-out agreement, a division order, or a transfer order or be under or by virtue of any other type of claim or title, legal or equitable, recorded or unrecorded, even though Grantor’s interest be incorrectly or incompletely described in, or a description thereof omitted from, Exhibit A , all as such rights shall be (a) enlarged or diminished by virtue of the provisions of Section 5.2, and (b) enlarged by the discharge of any obligations for payments out of production or by the removal of any charges or encumbrances to which any of such rights are subject at the Effective Time ( provided that such discharge or removal is pursuant to the express terms of the instrument that created such charge, obligation or encumbrance) and any and all renewals, extensions and replacements of the right occurring within one year after the expiration of such rights.

“ Remaining Properties Subject Well ” shall mean each well (whether now existing or hereinafter drilled) on the Leases, in respect of which Grantor owns any interest or is entitled to any of the Hydrocarbons production or the proceeds therefrom (including directly or indirectly by virtue of the effect of any farmout or farmin provisions or other provisions), excluding each Developed Properties Subject Well (but such exclusion being only to the extent of the Targeted Formations within that Developed Properties Subject Well).

“ Replacement Well ” shall mean a well drilled to replace a Developed Properties Subject Well in order to produce Hydrocarbons intended to be produced from the Developed Properties Subject Well but which were not produced from the Developed Properties Subject Well due to mechanical, technical or similar reasons.

“ Reversionary Compensation ” shall have the meaning given such term in Section 6.2.

“ Subject Hydrocarbons ” shall mean the Developed Properties Subject Hydrocarbons and the Remaining Properties Subject Hydrocarbons, or if the context allows or requires, the Developed Properties Subject Hydrocarbons or the Remaining Properties Subject Hydrocarbons.

“ Subject Interests ” shall mean the Developed Properties Subject Interests and the Remaining Properties Subject Interests, or if the context allows or requires, the Developed Properties Subject Interests or the Remaining Properties Subject Interests.

“ Subject Well ” shall mean a Developed Properties Subject Well or a Remaining Properties Subject Well.

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“ Targeted Formations ” shall mean, for each Developed Properties Subject Well, any formation located between the surface of the earth and the base of the Deepest Producing Formation.

“ Transfer ” shall mean any assignment, sale, transfer, conveyance, or disposition of any property (and shall include any derivative variants of each such term); provided, however, that, as used herein, the term “Transfer” shall not include the granting of a security interest, pledge, or mortgage in or of Grantor’s interest in any property, including the Subject Interests or the Subject Hydrocarbons.

“ Trust ” shall have the meaning ascribed to it in the Preamble to this Conveyance.

“ Trust Agreement ” shall mean that certain Amended and Restated Trust Agreement of the Trust of even date herewith among the Grantor, the Trustee and Wilmington Trust, National Association, as the same may be amended from time to time.

“ Trust Documents ” shall mean the Trust Agreement and that certain Operating and Services Agreement of even date herewith between the Grantor and Trust.

“ Trustee ” shall have the meaning ascribed to it in the Preamble to this Conveyance.

ARTICLE III

WARRANTY

Grantor represents and warrants that Exhibit A is, in all material respects, a complete and accurate listing of all of Grantor’s assets that currently produce Hydrocarbons or that are reasonably expected to produce Hydrocarbons in the future. Grantor warrants title to the Developed Properties Net Profits Interest, the Remaining Properties Net Profits Interest, and the Overriding Royalty Interest, subject to the Permitted Encumbrances, unto Grantee, its successors and assigns, against all persons whomsoever lawfully claiming or to claim the same, or any part thereof, by, through or under Grantor or its Affiliates, but not otherwise. Subject to the Net Profits Interests, the Overriding Royalty Interest and the Permitted Encumbrances, Grantor further warrants to Grantee, with respect to claims made by, through or under Grantor or its Affiliates, that immediately prior to the transfer made pursuant to this Conveyance, (a) with respect to each Developed Properties Subject Well set forth in Exhibit D, as to Grantor’s interest therein, Grantor is (i) entitled to receive not less than the percentage set forth in Exhibit D hereto as the “Net Revenue Interest” of all Hydrocarbons produced, saved and marketed from such Developed Properties Subject Well to which such “Net Revenue Interest” corresponds without reduction of such interest throughout the duration of the life of such Developed Properties Subject Well, except as specifically set forth in Exhibit D , and (ii) obligated to bear the percentage of the costs and expenses relating to the maintenance, development and operation of such Developed Properties Subject Well not greater than the “Working Interest” set forth in Exhibit D with respect to such Developed Properties Subject Well, without increase throughout the duration of the life of such Developed Properties Subject Well, except as specifically set forth in Exhibit D or unless there is a proportionate increase in Grantor’s corresponding “Net Revenue Interest” for such Developed Properties Subject Well; and (b) with respect to each of the Remaining Properties Leases set forth in Exhibit A, as to Grantor’s interest therein, Grantor is (i) entitled to receive, on average, not less

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than the percentage set forth in Exhibit A hereto as the average “Net Revenue Interest” of all Hydrocarbons produced, saved and marketed from such Remaining Properties Leases to which such average “Net Revenue Interest” corresponds without reduction of such interest throughout the duration of the life of such Remaining Properties Leases, except as specifically set forth in Exhibit A , and (ii) obligated to bear, on average, the percentage of the costs and expenses relating to the maintenance, development and operation of each of such Remaining Properties Leases not greater than the average “Working Interest” set forth in Exhibit A with respect to such Remaining Properties Leases, without increase throughout the duration of the life of such Remaining Properties Leases, except as specifically set forth in Exhibit A or unless there is a proportionate increase in Grantor’s corresponding “Net Revenue Interest” for such Remaining Properties Leases. Grantor transfers to Grantee by way of substitution and subrogation (to the fullest extent that same may be transferred), all rights or actions over and against all of Grantor’s predecessors, covenantors or warrantors of title (other than Affiliates of Grantor).

ARTICLE IV

ESTABLISHMENT OF NET PROFITS ACCOUNTS

AND OVERRIDING ROYALTY ACCOUNT

Section 4.1 Net Profits Accounts and Overriding Royalty Account .

(a) In order to account for, track and make the payments associated with the Net Profits Interests and the Overriding Royalty Interest, Grantor shall establish and maintain true and correct books and records in order to determine the credits and debits to a Developed Properties Net Profits Account, a Remaining Properties Net Profits Account, and an Overriding Royalty Account to be maintained by Grantor at all times during the term hereof. The Developed Properties Net Profit Account, the Remaining Properties Net Profits Account and the Overriding Royalty Account will be maintained in accordance with the terms of this Conveyance and prudent and accepted accounting principles.

(b) From and after the Execution Date with respect to each Payment Period, the Developed Properties Net Profits Account shall be (i) credited with an amount equal to the Developed Properties Gross Profits (subject to the deduction described in Section 4.5(a)), and (ii) debited with an amount equal to the Developed Properties Net Deductions (subject to the following two sentences). If, in calculating the amount of Developed Properties Net Deductions for any Payment Period, the Developed Properties Offset Amounts exceed the Developed Properties Gross Deductions, then the Developed Properties Net Deductions for that Payment Period shall be zero, and such excess shall be applied to reduce the Developed Properties Net Deductions in each succeeding Payment Period until exhausted. Under no circumstances shall the amount paid in respect of any Payment Period exceed eighty percent (80%) of Developed Properties Gross Profits for such Payment Period.

(c) From and after the Execution Date with respect to each Payment Period, the Remaining Properties Net Profits Account shall be (i) credited with an amount equal to the Remaining Properties Gross Profits (subject to the deduction described in Section 4.5(a)), and (ii) debited with an amount equal to the Remaining Properties Net Deductions (subject to the following two sentences). If, in calculating the amount of Remaining Properties Net Deductions for any Payment Period, the Remaining Properties Offset Amounts exceed the Remaining

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Properties Gross Deductions, then the Remaining Properties Net Deductions for that Payment Period shall be zero, and such excess shall be applied to reduce the Remaining Properties Net Deductions in each succeeding Payment Period until exhausted. Under no circumstances shall the amount paid in respect of any Payment Period exceed twenty-five percent (25%) of Remaining Properties Gross Profits for such Payment Period.

(d) From and after the Execution Date with respect to each Payment Period, the Overriding Royalty Account shall be (i) credited with an amount equal to the ORI Properties Gross Profits (subject to the deduction described in Section 4.5(a)), and (ii) debited with an amount equal to the sum of all gathering, handling, processing, treating, compression, transportation and marketing costs and expenses and all ad valorem and production taxes attributable to the ORI Properties Subject Hydrocarbons sold during the applicable Payment Period.

(e) The Developed Properties Gross Profits, Developed Properties Net Deductions, Remaining Properties Gross Profits and Remaining Properties Net Deductions shall not be interpreted or applied in any manner that (i) results in any duplication of all or any part of any such credit or debit (or reduction thereto) in the Developed Properties Net Profits Account or Remaining Properties Net Profits Account, or (ii) ever results in the inclusion of any charge to the Developed Properties Net Profits Account or the Remaining Properties Net Profits Account that is reimbursed to Grantor by any Person.

(f) GRANTEE ACKNOWLEDGES AND AGREES THAT THE PROVISIONS ESTABLISHING AND MAINTAINING THE DEVELOPED PROPERTIES NET PROFITS ACCOUNT AND THE REMAINING PROPERTIES NET PROFITS ACCOUNT AND THE DEBITING OF ITEMS THERETO SHALL BE APPLICABLE REGARDLESS OF WHETHER THE LOSSES, COSTS, EXPENSES, LIABILITIES AND DAMAGES THAT MAY BE DEBITED IN ACCORDANCE WITH THIS CONVEYANCE AROSE SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF GRANTOR OR ANY OF ITS AFFILIATES, OTHER THAN LOSSES, COSTS, EXPENSES, LIABILITIES AND DAMAGES THAT AROSE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GRANTOR OR ANY OF ITS AFFILIATES, WHICH SHALL NOT BE DEBITED TO THE DEVELOPED PROPERTIES NET PROFITS ACCOUNT OR THE REMAINING PROPERTIES NET PROFITS ACCOUNT. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS CONVEYANCE SHALL BE CONSTRUED AS A WAIVER OR RELEASE OF GRANTOR FROM ANY CLAIM, ACTION OR LIABILITY ARISING UNDER SECTION 5.1(a).

Section 4.2 Accounting and Payment – Developed Properties .

(a) Following the conclusion of each Payment Period, a calculation (the “ Developed Properties NPI Calculation ”) shall be made by Grantor for the Developed Properties Net Profits Account by deducting (i) the sum of (A) the total Developed Properties Net Deductions for such Payment Period and (B) the absolute value of the Developed Properties Debit Balance (as defined below), if any, carried forward in the Developed Properties Net Profits Account at the beginning of such Payment Period from (ii) the total Developed Properties Gross

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Profits for such Payment Period. If the Developed Properties NPI Calculation results in a positive amount with respect to the Payment Period (the “ Developed Properties Net Profits ”), then (i) that positive amount shall be multiplied by the Developed Properties Proceeds Percentage, (ii) the resulting product thereof (the “ Developed Properties NPI Payment Amount ”) shall be payable to Grantee as specified in Section 4.4, and (iii) that positive amount shall be subtracted from the balance of the Developed Properties Net Profits Account to cause the Developed Properties Net Profits Account to have a zero balance immediately following the end of such Payment Period.

(b) If the Developed Properties NPI Calculation results in a negative amount with respect to a Payment Period, the negative sum shall be deemed the “ Developed Properties Debit Balance ” for purposes hereof; and no payments shall be made to Grantee in respect of the Developed Properties Net Profits Interest nor shall Grantee ever be liable to make any payment to Grantor in respect of the Developed Properties Debit Balance. Any Developed Properties Debit Balance shall be carried forward in the Developed Properties Net Profits Account for the following Payment Period.

(c) All amounts received by Grantor from the sale of the Developed Properties Subject Hydrocarbons for any Payment Period shall be held by Grantor in one of its general bank accounts and Grantor shall not be required to maintain a segregated account for such funds.

Section 4.3 Accounting and Payment – Remaining Properties .

(a) Following the conclusion of each Payment Period, a calculation (the “ Remaining Properties NPI Calculation ”) shall be made by Grantor for the Remaining Properties Net Profits Account by deducting (i) the sum of (A) the total Remaining Properties Net Deductions for such Payment Period and (B) the absolute value of the Remaining Properties Debit Balance Amount (as defined below), if any, carried forward in the Remaining Properties Net Profits Account at the beginning of such Payment Period from (ii) the total Remaining Properties Gross Profits for such Payment Period. If the Remaining Properties NPI Calculation results in a positive amount with respect to the Payment Period (the “ Remaining Properties Net Profits ”), then (i) that positive amount shall be multiplied by the Remaining Properties Proceeds Percentage, (ii) the resulting product thereof (the “ Remaining Properties NPI Payment Amount ”) shall be payable to Grantee as specified in Section 4.4, and (iii) that positive amount shall be subtracted from the balance of the Remaining Properties Net Profits Account to cause the Remaining Properties Net Profits Account to have a zero balance immediately following the end of such Payment Period,.

(b) Following the conclusion of each Payment Period, (i) the balance in the Overriding Royalty Account shall be multiplied by seven and one-half percent (7.5%), (ii) the resulting product thereof (the “ Overriding Royalty Interest Proceeds ”) shall be available for payment to Grantee, but only if called for by Section 4.3(c), and (iii) the balance of the Overriding Royalty Account shall be reduced to zero immediately following the end of such Payment Period.

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(c) If the Remaining Properties NPI Calculation results in a negative amount with respect to a Payment Period, the negative sum shall be deemed the “ Remaining Properties Debit Balance ” for purposes hereof; and (i) no payments shall be made to Grantee in respect of the Remaining Properties Net Profits Interest nor shall Grantee ever be liable to make any payment to Grantor in respect of the Remaining Properties Debit Balance; (ii) the Overriding Royalty Interest Proceeds for the Payment Period shall be payable to Grantee as specified in Section 4.4; and (iii) any Remaining Properties Debit Balance, plus an amount equal to the Overriding Royalty Interest Proceeds for the Payment Period, (the “ Remaining Properties Debit Balance Amount ”) shall be carried forward in the Remaining Properties Net Profits Account for the following Payment Period.

(d) All amounts received by Grantor from the sale of the Remaining Properties Subject Hydrocarbons for any Payment Period shall be held by Grantor in one of its general bank accounts and Grantor shall not be required to maintain a segregated account for such funds.

Section 4.4 Payment of NPI Payouts and Overriding Royalty Interest Proceeds . For each Payment Period, Grantor shall transfer or cause to be transferred to Grantee an amount equal to the sum of (a) the Developed Properties NPI Payment Amount, if any, plus (b)(i) the Remaining Properties NPI Payment Amount, if any, or (ii) the Overriding Royalty Interest Proceeds if payable pursuant to Section 4.3(c), less (c) the Monthly Administrative Fee, with respect to the Payment Period on or before the eighth (8 ^th ) Business Day following the last Business Day of the month that follows such period (other than with respect to the initial Payment Period, which transfer shall occur on or before June 15, 2012). All funds payable to Grantee on account of the Developed Properties Net Profits Interest shall be calculated and paid entirely and exclusively out of the Developed Properties Net Profits. All funds payable to Grantee on account of the Remaining Properties Net Profits Interest shall be calculated and paid entirely and exclusively out of the Remaining Properties Net Profits. All funds payable to Grantee on account of the Overriding Royalty Interest shall be calculated and paid entirely and exclusively out of the balance in the Overriding Royalty Account.

Section 4.5 Overpayment; Past Due Payments .

(a) If Grantor ever pays Grantee more than the amount of money then due and payable to Grantee under this Conveyance, Grantee shall not be obligated to return the overpayment, but Grantor may at any time thereafter reduce the Developed Properties NPI Payment Amount, the Remaining Properties NPI Payment Amount or the Overriding Royalty Interest Proceeds by, and retain for its own account, an amount equal to the overpayment, plus interest at the Prime Rate on such amount for the period between the fifteenth (15 ^th ) day after the date of the overpayment and the date such amount is recovered by Grantor. In order to exercise its rights under this Section 4.5(a), Grantor must give Grantee written notice with respect to any such overpayment, together with supporting information and data.

(b) Any amount not paid by Grantor to Grantee with respect to either of the Net Profits Interests or the Overriding Royalty Interest when due shall bear, and Grantor hereby agrees to pay, interest at the Prime Rate from the due date until such amount has been paid. Grantor shall give Grantee written notice with respect to any such past due payment, together with supporting information and data.

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Section 4.6 Statements . For each Payment Period, for each Net Profits Interest (and the Overriding Royalty Interest, if the Overriding Royalty Interest Proceeds are payable for the Payment Period), Grantor shall deliver to Grantee a statement (“ Monthly Statement ”) showing the Developed Properties NPI Calculation and the Remaining Properties NPI Calculation (or the calculation of the Overriding Royalty Interest Proceeds, if such amount is payable for the Payment Period), respectively, with respect to the Payment Period on or before the eighth (8 ^th ) Business Day following the last Business Day of the month that follows such period. In order for Grantee to take exception to any item or items included in any Monthly Statement, Grantee must notify Grantor in writing within two hundred seventy (270) days after the end of the calendar year with respect to which such Monthly Statement relates. Such notice must set forth in reasonable detail the specific debits or credits to which exception is taken. Adjustments shall be made for all exceptions that are agreed to by the Parties. All matters contained in Monthly Statements that are not objected to by Grantee in the manner provided by this Section 4.6 shall be conclusively deemed correct.

Section 4.7 Information; Access . Grantor shall maintain true and correct books, records and accounts of (a) all transactions required or permitted by this Conveyance (including all financial information necessary to reflect such transactions), and (b) the financial information necessary to make the Developed Properties NPI Calculation, the Remaining Properties NPI Calculation and the calculation of the Overriding Royalty Interest Proceeds with respect to any Payment Period. Grantee or its representative, at Grantee’s expense and upon reasonable prior written notice, may inspect and copy such books, records, and accounts, and such other documents, contracts and information as may be reasonably requested by Grantee, in Grantor’s office during normal business hours. At Grantee’s request, subject to applicable restrictions on disclosure and transfer of information, Grantor shall give Grantee and its designated representatives reasonable access in Grantor’s office during normal business hours to (i) all production data and sales documentation (including third-party sales documentation) in Grantor’s possession or Grantor’s Affiliates’ possession, relating to operations on the Subject Interests, (ii) all other information and supporting documentation relevant to expenditures and other amounts relevant to the calculation of the amounts payable to Grantee hereunder and (iii) all reserve reports and reserve studies in the possession of Grantor or of Grantor’s Affiliates, relating to the Subject Interests, whether prepared by Grantor, by Grantor’s Affiliates, or by consulting engineers. GRANTOR MAKES NO (AND GRANTEE HEREBY WAIVES ANY) REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF ANY SUCH DATA, REPORTS, OR STUDIES REFERRED TO IN THIS SECTION 4.7 AND GRANTOR SHALL HAVE NO LIABILITY TO GRANTEE, THE TRUST OR ANY OTHER PERSON RESULTING FROM SUCH DATA, STUDIES, OR REPORTS OR THE USE THEREOF.

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ARTICLE V

OPERATION OF THE SUBJECT INTERESTS

Section 5.1 Operations Standard .

(a) To the extent Grantor controls such matters and notwithstanding anything to the contrary herein, with respect to the Subject Interests, Grantor agrees that it will conduct and carry on, or use commercially reasonable efforts to cause the operator thereof to conduct and carry on, the operation and maintenance of the Subject Interests in the same manner as a reasonably prudent operator in the State of California would under the same or similar circumstances acting with respect to its own properties.

(b) As to any third Person, the acts of Grantor shall be binding on Grantee, and it shall not be necessary for Grantee to join with Grantor in the execution or ratification of any operating agreement, unit operating agreement, contract for development, or similar instrument affecting or pertaining to any of the Subject Interests.

(c) Grantee acknowledges that Grantor is not the only undivided interest owner in the properties underlying the Subject Interests. As such, Grantee agrees that the acts or omissions of Grantor’s co-owners shall not be deemed to constitute a violation of the provisions of Section 5.1(a), nor shall any action required by a vote of co-owners be deemed to constitute such a violation so long as Grantor has voted its interest in a manner designed to comply with Section 5.1(a).

(d) WITHOUT LIMITING THE FOREGOING, (i) THE PARTIES ACKNOWLEDGE THAT GRANTEE HAS NO RIGHT OR POWER TO PROPOSE THE DRILLING OF A WELL OR ANY OTHER OPERATIONS, TO DETERMINE THE TIMING OR SEQUENCE OF ANY OPERATIONS, TO COMMENCE OR SHUT DOWN PRODUCTION, TO TAKE OVER OPERATIONS, OR TO MAKE OR SHARE OR PARTICIPATE IN OR OTHERWISE BE INVOLVED IN ANY MANNER WHATSOEVER IN ANY OPERATING DECISION WHATSOEVER OR IN ANY DECISION PERTAINING TO THE MARKETING AND SALE OF PRODUCTION WHATSOEVER OR ANY OTHER ASPECT OF ANY OPERATIONS OR DECISIONS AFFECTING OPERATIONS OR OTHER ACTIVITIES ON OR RELATING TO THE SUBJECT INTERESTS AND, (ii) THE PARTIES HEREBY EXPRESSLY NEGATE ANY INTENT TO CREATE (AND THIS CONVEYANCE SHALL NEVER BE CONSTRUED AS CREATING) A MINING OR OTHER PARTNERSHIP OR JOINT VENTURE OR OTHER RELATIONSHIP SUBJECTING GRANTOR AND GRANTEE TO JOINT LIABILITY OR ANY OTHER DUTIES BETWEEN GRANTOR AND GRANTEE (EXCEPT THOSE EXPRESSLY SET FORTH HEREIN).

Section 5.2 Pooling and Unitization .

(a) Certain of the Subject Interests may have been heretofore pooled or unitized for the production of Hydrocarbons. Such Subject Interests are and shall be subject to the terms and provisions of such pooling or unitization agreements, and this Conveyance shall apply to and affect only the production of Hydrocarbons from such units which accrues to such Subject Interests under and by virtue of the applicable pooling and unitization agreements.

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(b) Grantor shall have (without further consent of or notice to Grantee) the right to pool or unitize all or any of the Subject Interests (and the Net Profits Interests and Overriding Royalty Interest) and to alter, change, amend or terminate any pooling or unitization agreements heretofore or hereafter entered into, as to all or any part of the lands covered by the Leases, as to one or more of the formations or horizons thereunder, when, in the reasonable judgment of Grantor, it is necessary or advisable to do so in order to facilitate the orderly development of the Subject Interests or to comply with the requirements of any law or governmental order or regulation relating to the spacing of wells or proration of the production therefrom. For purposes of computing Developed Properties Net Profits, Remaining Properties Net Profits or ORI Properties Gross Profits, as applicable, there shall be allocated to the Subject Interests included in such unit a pro rata portion of the Hydrocarbons produced from the pooled unit on the same basis that production from the pool or unit is allocated to other working interests in such pool or unit by virtue of the applicable pooling or unitization agreement. The interest in any such unit allocable to the Subject Interests included therein shall become a part of the Subject Interests and shall be subject to the applicable Net Profits Interest, and to the Overriding Royalty Interest, if applicable.

Section 5.3 Non-Consent . Grantor shall have (without the further consent of or notice to Grantee) the right to elect not to participate in any operations that are to be conducted under the terms of any operating agreement, unit operating agreement, contract for development, or similar instrument affecting or pertaining to any of the Subject Interests. If Grantor elects to be a non-participating party under any such arrangement with respect to any operation on any portion of the Subject Interests or elects to be an abandoning party with respect to a Subject Well, the consequence of which election is that Grantor’s interest in such Subject Well is temporarily ( i.e.,  during a recoupment period) or permanently relinquished to the parties participating in such operations, or electing not to abandon such Subject Well, then the costs and proceeds attributable to such relinquished interest shall not, for the period of such relinquishment (which may be a continuous and permanent period), be debited or credited to the Developed Properties Net Profits Account or the Remaining Properties Net Profits Account, and such relinquished interest shall not, for the period of such relinquishment, be considered to be subject to the Developed Properties Net Profits Interest or the Remaining Properties Net Profits Interest. Notwithstanding the foregoing, Grantor shall not elect, as to any portion of the Subject Interests, to be a non-participating party with respect to any operation contemplated in this Section 5.3 in the event any Affiliate of Grantor will also be a participating party in such operation.

Section 5.4 Marketing . Grantor shall have exclusive charge and control of the marketing of all Subject Hydrocarbons. Grantor shall market or cause to be marketed all commercial quantities of the Subject Hydrocarbons in accordance with Section 5.1(a), and shall not be entitled to deduct from the calculation of Developed Properties Net Profits or Remaining Properties Net Profits any fee for marketing the Subject Hydrocarbons allocable to the Development Properties Net Profits Interest or the Remaining Properties Net Profits Interest other than fees for marketing paid to non-Affiliates. Grantor shall not enter into any Hedges (other than the Existing Hedges) with respect to the Subject Hydrocarbons from and after the Effective Time or modify or terminate the Existing Hedges. Grantee shall have no right to take in kind any Subject Hydrocarbons.

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Section 5.5 Leases . Grantor shall have the right to renew, extend, modify, amend or supplement the Leases with respect to any of the lands or depths covered thereby without the consent of Grantee. The Developed Properties Net Profits Interest shall apply to all such renewals, extensions, modifications, amendments and supplements of the Leases (but only as to Developed Properties Subject Wells and to Targeted Formations covered by the predecessor lease and in which Grantor had an interest under the predecessor lease). The Remaining Properties Net Profits Interest shall apply to all such renewals, extensions, modifications, amendments and supplements of the Remaining Properties Leases (but only to the extent that the predecessor lease (including the lands and depths covered thereby) was subject to the Remaining Properties Net Profits Interest. The Overriding Royalty Interest shall apply to all such renewals, extensions, modifications, amendments and supplements of the Remaining Properties Leases (but only to the extent that the predecessor lease (including the lands and depths, covered thereby) was subject to the Overriding Royalty Interest. No renewal, extension, modification, amendment, or supplement shall adversely affect any of Grantee’s rights hereunder disproportionately. Any fees payable with respect to such renewal, extension, modification, amendment or supplement shall be considered Developed Properties Gross Deductions or Remaining Properties Gross Deductions, as appropriate, for purposes hereof. Grantor shall promptly furnish Grantee with written notice of any renewal, extension, modification, amendment, or supplementation that materially affects a Net Profits Interest or the Overriding Royalty Interest, identifying the location and the acreage covered thereby.

Section 5.6 Abandonment . Grantor shall have (without the further consent of or notice to Grantee) the right to release, surrender or abandon its interest in any portion of the Subject Interests that Grantor reasonably believes, in accordance with the standard set forth in Section 5.1(a), will no longer produce (or be capable of producing) Subject Hydrocarbons in paying quantities. The effect of such release, surrender or abandonment will be to release, surrender or abandon the Net Profits Interests and the Overriding Royalty Interest insofar as the Net Profits Interests or the Overriding Royalty Interest cover the applicable portion of the Subject Interests so released, surrendered or abandoned by Grantor. Following any such release, surrender or abandonment, Grantor will promptly notify Grantee in writing of the portion of the Subject Interests that has been released, surrendered or abandoned, and the date on which such release, surrender or abandonment has occurred. Further, Grantor shall have the right to release, surrender or abandon any portion of the Subject Interests if (a) such release, surrender or abandonment is necessary for health, safety or environmental reasons, or (b) in the case of Developed Properties Subject Interests, the Developed Properties Subject Hydrocarbons that would have been produced from the released, surrendered or abandoned portion of the Developed Properties Subject Interests would reasonably be expected to be produced from Developed Properties Subject Wells located on the remaining portion of the Developed Properties Subject Interests; or in the case of Remaining Properties Subject Interests, the Remaining Properties Subject Hydrocarbons that would have been produced from the released, surrendered or abandoned portion of the Remaining Properties Subject Interests would reasonably be expected to be produced from Remaining Properties Subject Wells located on the remaining portion of the Remaining Properties Subject Interests.

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Section 5.7 Contracts with Affiliates . Grantor and its Affiliates may perform services and furnish supplies or equipment with respect to the Subject Interests that are required to

operate the Subject Interests and treat the costs of such services or furnishing of such supplies or equipment as Developed Properties Gross Deductions or Remaining Properties Gross Deductions, as appropriate, for purposes hereof. The terms of the provision of such services or furnishing of supplies or equipment shall be substantially similar to those terms available from non-Affiliates in the same area as the applicable portion of the Subject Interests that are engaged in the business of rendering comparable services or furnishing comparable equipment and supplies, taking into consideration all such terms, including the price, term, condition of supplies or equipment, and availability of supplies or equipment.

Section 5.8 Common Usage . If Materials, or wells or facilities located on or used in connection with the Developed Properties Subject Interests, are used in connection with the Remaining Properties Subject Interests, or vice versa , costs attributable to such Materials, wells or facilities shall be allocated between the Subject Interests by Grantor on a fair and equitable basis (without regard to the existence of the Net Profits Interests).

Section 5.9 Well Take-Over .

(a) If prior to the plugging and abandonment of a Developed Properties Subject Well, such well is taken over for use, exclusively, in connection with the Remaining Properties Subject Interests, costs attributable to the plugging and abandonment thereof shall not be Developed Properties Gross Deductions.

(b) Grantor shall have the right to cease production of Developed Properties Subject Hydrocarbons from a Developed Properties Subject Well, and to use such well exclusively in connection with the Remaining Properties Subject Interests, even though such well is producing Developed Properties Subject Hydrocarbons in paying quantities; provided that the number of such wells does not exceed ten percent (10%) of the Developed Properties Subject Wells in any rolling ten-year period. In the event that Grantor does so, (i) Grantee shall, upon receiving a written request from Grantor, immediately execute, acknowledge and deliver to Grantor a recordable instrument (reasonably acceptable to Grantor) that terminates and releases the Developed Properties Net Profits Interest with respect to the Developed Properties Subject Interest represented by the affected Developed Properties Subject Well, and (ii) the Developed Properties Gross Fair Value of the released portion of the Developed Properties Net Profits Interest shall be considered a Developed Properties Offset Amount for purposes hereof during the Payment Period in which the release occurs.

Section 5.10 No Personal Liability . NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS CONVEYANCE, GRANTEE SHALL NEVER BE PERSONALLY RESPONSIBLE FOR THE PAYMENT OF ANY PART OF ANY LOSSES, COSTS, EXPENSES, LIABILITIES, DAMAGES OR ANY OTHER AMOUNTS WHATSOEVER INCURRED IN CONNECTION WITH THE EXPLORING, DEVELOPING, OPERATING OR MAINTAINING OF THE SUBJECT INTERESTS OR OTHERWISE INCURRED IN CONNECTION WITH ANY ASPECT OF ANY ACTIVITIES ON OR RELATING TO THE SUBJECT INTERESTS, AND, SUBJECT TO SECTION 4.1(f), ALL SUCH LOSSES, COSTS, EXPENSES, LIABILITIES OR DAMAGES SHALL, TO THE EXTENT THE SAME RELATE TO ACTS, OMISSIONS, EVENTS, CONDITIONS OR CIRCUMSTANCES OCCURRING FROM AND AFTER THE EFFECTIVE TIME, BE TREATED AS DEVELOPED PROPERTIES GROSS DEDUCTIONS OR REMAINING PROPERTIES GROSS DEDUCTIONS, AS APPROPRIATE, FOR PURPOSES HEREOF.

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Section 5.11 Real Property Interest . IT IS THE EXPRESS INTENT OF THE PARTIES THAT: (i) THE DEVELOPED PROPERTIES NET PROFITS INTEREST SHALL FOR ALL PURPOSES CONSTITUTE (AND THIS CONVEYANCE SHALL CONCLUSIVELY BE CONSTRUED FOR ALL PURPOSES AS CREATING) A SINGLE AND SEPARATE NON-POSSESSORY, NON-OPERATING, ROYALTY INTEREST (IN THE FORM OF AN OVERRIDING ROYALTY INTEREST) IN AND TO THE DEVELOPED PROPERTIES SUBJECT INTERESTS AND A FULLY VESTED AND FULLY CONVEYED INTEREST IN REAL PROPERTY RUNNING WITH THE DEVELOPED PROPERTIES SUBJECT INTERESTS, (ii) THE REMAINING PROPERTIES NET PROFITS INTEREST SHALL FOR ALL PURPOSES CONSTITUTE (AND THIS CONVEYANCE SHALL CONCLUSIVELY BE CONSTRUED FOR ALL PURPOSES AS CREATING) A SINGLE AND SEPARATE NON-POSSESSORY, NON-OPERATING, ROYALTY INTEREST (IN THE FORM OF AN OVERRIDING ROYALTY INTEREST) IN AND TO THE REMAINING PROPERTIES SUBJECT INTERESTS AND A FULLY VESTED AND FULLY CONVEYED INTEREST IN REAL PROPERTY RUNNING WITH THE REMAINING PROPERTIES SUBJECT INTERESTS, AND (iii) THE OVERRIDING ROYALTY INTEREST SHALL FOR ALL PURPOSES CONSTITUTE (AND THIS CONVEYANCE SHALL CONCLUSIVELY BE CONSTRUED FOR ALL PURPOSES AS CREATING) A SINGLE AND SEPARATE NON-POSSESSORY, NON-OPERATING, ROYALTY INTEREST (IN THE FORM OF AN OVERRIDING ROYALTY INTEREST) IN AND TO THE ORI PROPERTIES SUBJECT INTERESTS AND A FULLY VESTED AND FULLY CONVEYED INTEREST IN REAL PROPERTY RUNNING WITH THE ORI PROPERTIES SUBJECT INTERESTS.

ARTICLE VI

TRANSFERS AND CHARGES

Section 6.1 Assignment by Grantor Subject to Net Profits Interests .

(a) Right to Sell .

(i) Grantor may from time to time Transfer its interest in the Subject Interests, or any part thereof or undivided interest therein, subject to the applicable Net Profits Interest (and the Developed Properties Debit Balance, if any, in the corresponding portion of the Developed Properties Net Profits Account, and the Remaining Properties Debit Balance Amount, if any, in the corresponding portion of the Remaining Properties Net Profits Account, as applicable), the Overriding Royalty Interest if applicable, and this Conveyance. Subject to Section 6.1(a)(ii), Grantor shall cause the assignee, purchaser, transferee or grantee of any such transaction to take the affected Subject Interests subject to the applicable Net Profits Interest, the Overriding Royalty Interest, if applicable, and this Conveyance and, from and after the actual date of any such Transfer, to assume Grantor’s obligations under this Conveyance with respect to such Subject Interests.

(ii) Notwithstanding the foregoing, Grantor may from time to time Transfer to non-Affiliates of Grantor, free and clear of the applicable Net Profits Interest,

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the Overriding Royalty Interest and this Conveyance, any of the Developed Properties Subject Interests and any of the Remaining Properties Subject Interests that, together, account for less than or equal to 0.25% of the total production of Developed Properties Subject Hydrocarbons from the Developed Properties Subject Interests in the preceding twelve (12) month period and Remaining Properties Subject Hydrocarbons from the Remaining Properties Subject Interests in the preceding twelve (12) month period. The aggregate Fair Value of all portions of the Developed Properties Net Profits Interest and the Remaining Properties Net Profits Interest released in connection with such Transfers shall not exceed an aggregate Fair Value of five hundred thousand dollars ($500,000) during any consecutive twelve (12) month period. In the event of any such Transfer, (A) Grantor shall deliver a certificate to Grantee certifying Grantor’s compliance with the relevant provisions of this Conveyance, (B) the Developed Properties Gross Fair Value of the released portion of the Developed Properties Net Profits Interest shall be considered a Developed Properties Offset Amount, and the Remaining Properties Gross Fair Value of the released portion of the Remaining Properties Net Profits Interest shall be considered a Remaining Properties Offset Amount, for purposes hereof during the Payment Period in which the Transfer occurs, and (C) Grantee shall, upon receiving a written request from Grantor, immediately prior to any such Transfer, execute, acknowledge, and deliver to Grantor a recordable instrument (reasonably acceptable to Grantor) that terminates and releases the applicable Net Profits Interest (and the Overriding Royalty Interest if applicable) with respect to the Subject Interests being Transferred.

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

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

(d) Separate Interest . Effective on the effective date of any Transfer of any Subject Interest pursuant to Section 6.1(a)(i), Developed Properties Gross Profits, Remaining Properties Gross Profits, Developed Properties Excluded Proceeds, Remaining Properties Excluded Proceeds, Developed Properties Net Deductions, Remaining Properties Net Deductions, Developed Properties Gross Deductions, Remaining Properties Gross Deductions, Developed Properties Offset Amounts, Remaining Properties Offset Amounts, Developed Properties Net Profits, Remaining Properties Net Profits, ORI Properties Gross Profits and Overriding Royalty Interest Proceeds shall thereafter be calculated and determined separately (by the assignee, purchaser, transferee or grantee) with respect to such Transferred Subject Interests, taking into consideration the Developed Properties Debit Balance, if any, in the corresponding portion of the Developed Properties Net Profits Account, and the Remaining Properties Debit Balance Amount, if any, in the corresponding portion of the Remaining Properties Net Profits Account, as applicable; and Developed Properties Net Deductions, Remaining Properties Net Deductions, Developed Properties Gross Profits, Remaining Properties Gross Profits and

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Overriding Royalty Interest Proceeds during each Payment Period in respect of the Subject Interests Transferred shall reflect items received or incurred by the assignee, purchaser, transferee or grantee, and shall be calculated in accordance with Article IV hereof.

Section 6.2 Release of Other Properties . Notwithstanding anything herein to the contrary, in the event that any Person notifies Grantor that, pursuant to a Prior Reversionary Interest, Grantor is required to convey all or any portion of the Subject Interests (or the Net Profits Interests (and the Overriding Royalty Interest if applicable) with respect to all or any portion of the Subject Interests) to such Person or cease production from any Subject Well, Grantor shall have the right (without further consent or notice to Grantee) to provide such conveyance with respect to such portion of the Subject Interests (or the Net Profits Interests (and the Overriding Royalty Interest if applicable) with respect to such portion of the Subject Interests) or permanently cease production from any such Subject Well. If in connection with any such conveyance or permanent cessation of production pursuant to any Prior Reversionary Interest, Grantor receives compensation attributable to all or any portion of the Net Profits Interests (and the Overriding Royalty Interest if applicable) (“ Reversionary Compensation ”), an amount equal to the Gross Reversionary Compensation shall be considered a Developed Properties Offset Amount in the case of the Developed Properties Net Profits Interest or a Remaining Properties Offset Amount in the case of the Remaining Properties Net Profits Interest, for purposes hereof during the Payment Period in which Grantor receives the Reversionary Compensation. In connection with any such conveyance or permanent cessation of production, Grantee shall, on request, immediately prior to such event, execute, acknowledge, and deliver to Grantor a recordable instrument (reasonably acceptable to Grantor) that terminates and releases the applicable Net Profits Interest (and the Overriding Royalty Interest if applicable) with respect to any such portion of the Subject Interests or Subject Well, as applicable, to Grantor. From and after the actual date of any such conveyance or permanent cessation of production, Grantor and any assignee, purchaser, transferee or grantee of such Subject Interest (or the applicable Net Profits Interest (and the Overriding Royalty Interest if applicable) with respect to such Subject Interest) shall be relieved of all obligations, requirements, and responsibilities arising under the applicable Net Profits Interest (and the Overriding Royalty Interest if applicable) or this Conveyance with respect to such portion of the Subject Interests, except for those that accrued prior to such date.

Section 6.3 Mortgages and Security Interests . Nothing herein shall prevent Grantor from granting a lien, mortgage, security interest or other charge in Grantor’s interest in any property, including the Subject Interests and the Subject Hydrocarbons. Grantor agrees that it shall cause each agreement, indenture, bond, deed of trust, filing, application or other instrument that creates or purports to create a lien, mortgage, security interest or other charge secured by the Subject Interests, the Subject Hydrocarbons or the proceeds from the sale of the Subject Hydrocarbons to include an express agreement and acknowledgement by the parties thereto that the Net Profits Interests (and the Overriding Royalty Interest if applicable) are senior in right of payment and collection to any and all obligations created thereby in respect of the Subject Interests, the Subject Hydrocarbons or the proceeds from the sale of the Subject Hydrocarbons. The preceding sentence shall not apply to any agreement, indenture, bond, deed of trust, filing, application or other instrument that creates a lien, mortgage, security interest or other charge secured by not more than Grantor’s residual interest in the Subject Interests, the Subject Hydrocarbons or the proceeds from the sale of the Subject Hydrocarbons.

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Section 6.4 Rights of Mortgagee, Pledgee or Trustee . If Grantee shall at any time execute a mortgage, pledge or deed of trust covering all or part of the Net Profits Interests or the Overriding Royalty Interest, the mortgagee(s), pledge(s) or trustee(s) therein named or the holder of any obligation secured thereby shall be entitled, to the extent such mortgage, pledge or deed of trust so provides, to exercise all the rights, remedies, powers, and privileges conferred upon Grantee by the terms of this Conveyance and to give or withhold all consents required to be obtained hereunder by Grantee, but the provisions of this Section 6.4 shall in no way be deemed or construed to impose upon Grantor any obligation or liability undertaken by Grantee under such mortgage, pledge or deed of trust or under any obligation secured thereby.

Section 6.5 Assignment or Mortgage by Grantee . Grantee shall provide Grantor with written notice of any Transfer, mortgage or pledge of all or any portion of the Net Profits Interests or Overriding Royalty Interest. No such Transfer, mortgage or pledge will affect the method of computing Developed Properties Gross Profits, Remaining Properties Gross Profits, Developed Properties Excluded Proceeds, Remaining Properties Excluded Proceeds, Developed Properties Net Deductions, Remaining Properties Net Deductions, Developed Properties Gross Deductions, Remaining Properties Gross Deductions, Developed Properties Offset Amounts, Remaining Properties Offset Amounts, Developed Properties Net Profits, Remaining Properties Net Profits, ORI Properties Gross Profits or Overriding Royalty Interest Proceeds or impose any obligation or liability on Grantor. Grantor shall never be obligated to pay the Developed Properties NPI Payment Amount, Remaining Properties NPI Payment Amount and Overriding Royalty Interest Proceeds (or portions thereof) to more than one Person. If more than one Person is ever entitled to receive payment of any part of the Developed Properties NPI Payment Amount, Remaining Properties NPI Payment Amount or Overriding Royalty Interest Proceeds, Grantor may suspend payments of the Developed Properties NPI Payment Amount, Remaining Properties NPI Payment Amount and Overriding Royalty Interest until the concurrent owners or claimants of the Net Profits Interests and the Overriding Royalty Interest or the right to receive payment of the Developed Properties NPI Payment Amount, Remaining Properties NPI Payment Amount or Overriding Royalty Interest Proceeds, appoint one Person in writing to receive all payments of the Developed Properties NPI Payment Amount, Remaining Properties NPI Payment Amount and Overriding Royalty Interest Proceeds on their behalf. Grantor may thereafter conclusively rely upon the authority of that Person to receive payments of the Developed Properties NPI Payment Amount, Remaining Properties NPI Payment Amount and Overriding Royalty Interest Proceeds and shall be under no further duty to inquire into the authority or performance of such Person.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Notices . All notices and other communications which are required or may be given pursuant to this Conveyance must be given in writing, in English and delivered personally, by courier, by telecopy or by registered or certified mail, postage prepaid, as follows:

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If to Grantor:

Pacific Coast Energy Company LP

515 South Flower Street, Suite 4800

Los Angeles, California 90071

Attn: Gregory C. Brown

Facsimile: (213) 225-5917

If to Grantee:

Pacific Coast Oil Trust

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

919 Congress Avenue, Suite 500

Austin, Texas 78701

Attn: Michael J. Ulrich

Facsimile: (512) 479-2253

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

Section 7.2 Ownership of Certain Property . The Net Profits Interests and the Overriding Royalty Interest do not include any right, title, or interest in and to any personal property, fixtures, or equipment and are exclusively interests in and to the applicable Subject Interests and the applicable Subject Hydrocarbons.

Section 7.3 Non-Recourse . Grantee shall look solely to the Developed Properties Net Profits for the satisfaction and discharge of the Developed Properties Net Profits Interest, to the Remaining Properties Net Profits for the satisfaction and discharge of the Remaining Properties Net Profits Interest and to the balance in the Overriding Royalty Account for the satisfaction and discharge of the Overriding Royalty Interest, and except in the event of Grantor’s failure to pay as required by Section 4.4, Grantor shall not be liable for such satisfaction or discharge. Grantor shall not have any liability (and Grantee shall have no recourse or remedy against Grantor) in the event that (i) the Developed Properties Subject Interests terminate without having generated the Developed Properties Subject Hydrocarbons, Developed Properties Net Profits or Developed Properties NPI Payment Amount that are expected to be generated during the term of the Developed Properties Net Profits Interest, (ii) the Remaining Properties Subject Interests terminate without having generated the Remaining Properties Subject Hydrocarbons, Remaining Properties Net Profits or Remaining Properties NPI Payment Amount that are expected to be generated during the term of the Remaining Properties Net Profits Interests, or (iii) the ORI Properties Subject Interests terminate without having generated the ORI Properties Subject Hydrocarbons or Overriding Royalty Interest Proceeds that are expected to be generated during the term of the Overriding Royalty Interest.

Section 7.4 Payments . Grantor shall transfer or cause to be transferred all monies to which Grantee is entitled hereunder by Federal funds wire transfer not later than the date when due, to Grantee at the bank account specified by Grantee in writing to Grantor.

Section 7.5 Amendments . This Conveyance may not be amended, altered or modified except pursuant to a written instrument executed by the Parties.

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Section 7.6 Further Assurances . The Parties shall from time to time do and perform such further acts and execute and deliver such further instruments, conveyances, and documents as may be required or reasonably requested by the other Party to establish, maintain, or protect the respective rights and remedies of the Parties and to carry out and effectuate the intentions and purposes of this Conveyance.

Section 7.7 Waivers . Any failure by either Party to comply with any of its obligations, agreements or conditions herein contained may be waived by the Party to whom such compliance is owed by an instrument signed by such Party and expressly identified as a waiver, but not in any other manner. No waiver of, or consent to a change in, any of the provisions of this Conveyance shall be deemed or shall constitute a waiver of, or consent to a change in, other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 7.8 Severability . The invalidity or unenforceability of any term or provision of this Conveyance in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction and the remaining terms and provisions shall remain in full force and effect, unless doing so would result in an interpretation of this Conveyance which is manifestly unjust.

Section 7.9 No Partition . The Parties acknowledge that Grantee has no right or interest that would permit Grantee to partition any portion of the Leases or Subject Interests, and Grantee hereby waives any such right.

Section 7.10 Governing Law . THIS CONVEYANCE AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO CONFLICTS OF LAW RULES OR PRINCIPLES THAT MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

Section 7.11 Rule Against Perpetuities . It is not the intent of the Parties that any provision herein violate any applicable law regarding the rule against perpetuities or other rules regarding the vesting or duration of estates, and this Conveyance shall be construed as not violating any such rule to the extent the same can be so construed consistent with the expressed intent of the Parties as set forth herein. In the event, however, that any provision hereof is determined to violate any such rule, then such provision shall nevertheless be effective for the maximum period (but not longer than the maximum period) permitted by such rule that will result in no violation. To extent that the maximum period is permitted to be determined by reference to “lives in being,” the Parties agree that “lives in being” shall refer to the lifetime of the last survivor of the descendents of the late Joseph P. Kennedy (the father of the late John F. Kennedy, the 35 ^th President of the United States of America) living as of the Effective Time.

Section 7.12 Tax Matters . Without limiting the disclaimer in Section 5.1(d)(ii), nothing herein contained shall be construed to constitute a partnership or to cause either Party (under state law or for tax purposes) to be treated as being the agent of, or in partnership with, the other Party. Grantor may cause to be withheld from any payment hereunder any tax withholding

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required by law or regulations, including, in the case of any withholding obligation arising from income that does not give rise to any cash or property from which any applicable withholding tax could be satisfied, by way of set off against any subsequent payment of cash or property hereunder.

Section 7.13 Counterparts . This Conveyance may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one instrument. No Party shall be bound until such time as all of the Parties have executed counterparts of this Conveyance. To facilitate recordation, there may be omitted from the Exhibits to this Conveyance in certain counterparts descriptions of property located in recording jurisdictions other than the jurisdiction in which the particular counterpart is to be filed or recorded.

Section 7.14 Conspicuous . GRANTOR AND GRANTEE AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE OR ENFORCEABLE, THE PROVISIONS IN THIS CONVEYANCE IN ALL CAPS FONT ARE “CONSPICUOUS” FOR THE PURPOSE OF ANY APPLICABLE LAW.

Section 7.15 Binding Effect . All the covenants, restrictions and agreements of Grantor herein contained shall be deemed to be covenants running with the Subject Interests and the lands affected thereby. All of the provisions hereof shall inure to the benefit of Grantee and its successors and assigns and shall be binding upon Grantor and its successors and assigns and all other owners of the Subject Interests or any part thereof or any interest therein.

Section 7.16 Limitation on Damages . NOTWITHSTANDING ANYTHING TO THE CONTRARY, NONE OF GRANTOR, GRANTEE OR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE ENTITLED TO CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS CONVEYANCE, AND EACH PARTY, FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, HEREBY EXPRESSLY WAIVES ANY RIGHT TO CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS CONVEYANCE AND THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 7.17 Term . The Developed Properties Net Profits Interest shall remain in full force and effect as long as (i) any portion of the Developed Properties Subject Interests not comprised of fee interests is in full force and effect, and (ii) any portion of the Developed Properties Subject Interests comprised of fee interests is producing Hydrocarbons in commercial quantities. At any time after the termination of the Developed Properties Net Profits Interest, Grantee shall, upon the request of Grantor, execute and deliver such instruments as may be necessary to evidence the termination of the Developed Properties Net Profits Interest. The Remaining Properties Net Profits Interest shall remain in full force and effect as long as (i) any portion of the Remaining Properties Subject Interests not comprised of fee interests is in full force and effect, and (ii) any portion of the Remaining Properties Subject Interests comprised of fee interests is producing Hydrocarbons in commercial quantities. At any time after the termination of the Remaining Properties Net Profits Interest, Grantee shall, upon the request of Grantor, execute and deliver such instruments as may be necessary to evidence the termination of the Remaining Properties Net Profits Interest. The Overriding Royalty Interest shall remain in

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full force and effect as long as any portion of the ORI Properties Subject Interests is in full force and effect. At any time after the termination of the Overriding Royalty Interest, Grantee shall, upon the request of Grantor, execute and deliver such instruments as may be necessary to evidence the termination of the Overriding Royalty Interest.

Section 7.18 Trust Agreement . This Conveyance is delivered pursuant to, and hereby made subject to, the terms and conditions of the Trust Agreement. In the event that any provision of this Conveyance is construed to conflict with any provision of the Trust Agreement, the provisions of the Trust Agreement shall be deemed controlling to the extent of such conflict.

Section 7.19 No Third Party Beneficiaries . Nothing in this Conveyance shall entitle any Person other than the Parties to any claims, cause of action, remedy or right of any kind.

Section 7.20 Construction . The Parties acknowledge that (a) Grantor and Grantee have had the opportunity to exercise business discretion in relation to the negotiation of the details of the transaction contemplated hereby, (b) this Conveyance is the result of arms-length negotiations from equal bargaining positions, and (c) Grantor and Grantee and their respective counsel participated in the preparation and negotiation of this Conveyance. Any rule of construction that a document be construed against the drafter shall not apply to the interpretation or construction of this Conveyance.

Section 7.21 Merger Clause . This Conveyance and the Trust Documents constitute the entire agreement between the Parties pertaining to the subject matter hereof, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

Section 7.22 Reliance by Third Parties . No third party (including operators, production purchasers and disbursing parties) is responsible for calculating or separately reporting and paying to Grantee any sums that are potentially attributable to the Net Profits Interests or the Overriding Royalty Interest; and such third parties may include the interest of Grantee within the interest credited to Grantor for all purposes. Grantor shall attend to the actual distribution of the Developed Properties NPI Payment Amount, the Remaining Properties NPI Payment Amount and the Overriding Royalty Interest Proceeds to Grantee as provided in this Conveyance. To the extent that any provision of a state oil and gas proceeds payment statute requires an operator, production purchaser or disbursing party to account for and separately pay proceeds of production attributable to the Net Profits Interests or the Overriding Royalty Interest, Grantor and Grantee specifically (a) authorize such third parties to include the Net Profits Interests or the Overriding Royalty Interest within the interest credited to Grantor, and (b) waive the application of such statute, to the extent possible, and such payment shall be made to Grantor directly. No third party shall be under any obligation to inquire as to, or to see to, the application by Grantor of the proceeds received by it from any sale of production attributable to the Net Profits Interests or the Overriding Royalty Interest.

[Signature Page Follows]

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IN WITNESS WHEREOF , this Conveyance has been signed by each of the Parties on the Execution Date and duly acknowledged before the undersigned competent witnesses and Notary Public.

[Acknowledgement Page—Conveyance]

This instrument was acknowledged before me on May 3, 2012, by Michael J. Ulrich as Vice President of The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, the Trustee of Pacific Coast Oil Trust, a Delaware statutory trust, on behalf of said national banking association and trust.

[Seal]

        /s/ Sarah Newell                                

Notary Public in and for

The State of Texas

Notary’s Name (Printed): Sarah Newell

My commission expires: 02-16-14

[Acknowledgement Page—Conveyance]

EXHIBIT A

ATTACHED TO AND MADE A PART OF THAT

CERTAIN CONVEYANCE OF NET PROFITS INTERESTS

AND OVERRIDING ROYALTY INTEREST

DATED AS OF APRIL 1, 2012

(see attached)

Exhibit A

EXHIBIT B-1

ATTACHED TO AND MADE A PART OF THAT

CERTAIN CONVEYANCE OF NET PROFITS INTERESTS

AND OVERRIDING ROYALTY INTEREST

DATED AS OF APRIL 1, 2012

AFEs (DEVELOPED PROPERTIES)

(see attached)

Exhibit B-1

EXHIBIT B-2

ATTACHED TO AND MADE A PART OF THAT

CERTAIN CONVEYANCE OF NET PROFITS INTERESTS

AND OVERRIDING ROYALTY INTEREST

DATED AS OF APRIL 1, 2012

AFEs (REMAINING PROPERTIES)

(see attached)

Exhibit C

EXHIBIT D

ATTACHED TO AND MADE A PART OF THAT

CERTAIN CONVEYANCE OF NET PROFITS INTERESTS

AND OVERRIDING ROYALTY INTEREST

DATED AS OF APRIL 1, 2012

DEVELOPED PROPERTIES SUBJECT WELLS

(see attached)

Exhibit D

EXHIBIT E

ATTACHED TO AND MADE A PART OF THAT

CERTAIN CONVEYANCE OF NET PROFITS INTERESTS

AND OVERRIDING ROYALTY INTEREST

DATED AS OF APRIL 1, 2012

ORI PROPERTIES SUBJECT INTERESTS

(see attached)

Exhibit E

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) dated as of May 8, 2012 is made and entered into by and between Pacific Coast Energy Company LP, a Delaware limited partnership (the “ Company ”), and Pacific Coast Oil Trust, a statutory trust formed under the laws of the State of Delaware (the “ Trust ”). Unless expressly stated otherwise in this Agreement, as used in this Agreement, references to the “Trustee” mean The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee (in such capacity, or any successor trustee, the “ Trustee ”) of the Trust and not in its individual capacity.

RECITALS

WHEREAS, the Company and the Trust have entered into a Conveyance of Net Profits Interests and Overriding Royalty Interest of even date herewith (the “ Conveyance ”);

WHEREAS, in connection with the execution and delivery of the Conveyance, the Trust has issued to the Company 38,583,158 trust units representing beneficial interests in the Trust (“ Trust Units ”);

WHEREAS, in connection with the Initial Public Offering (as defined below), the Company is selling 18,500,000 Trust Units, and may sell up to 2,775,000 additional Trust Units if the underwriters of the Initial Public Offering exercise their over-allotment option (the “ Over-Allotment Option ”); and

WHEREAS, the Trust has agreed to file a registration statement or registration statements relating to the sale by the Company and its Transferees (as defined below) of the 20,083,158 Trust Units held by the Company after the Initial Public Offering (or such number of Trust Units held by the Company after giving effect to the Over-Allotment Option, if applicable) (the “ Subject Units ”).

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, it is agreed as follows:

Section 1. Definitions . As used in this Agreement, the following terms shall have the following meanings:

“ Affiliate ” means, for any specified Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. As used in this definition, the term “control” (and the correlative terms “controlling,” “controlled by,” and “under common control”) shall mean the possession, directly or indirectly, of the right or power to direct or cause the direction of the management and policies of another Person, whether through ownership of voting securities, by contract or otherwise.

“ Agreement ” has the meaning set forth in the preamble hereof.

“ Business Day ” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which national banking institutions in New York, New York are closed as authorized or required by law.

“ Company ” has the meaning set forth in the preamble hereof.

“ Conveyance ” has the meaning set forth in the recitals hereof.

“ Deferral Notice ” has the meaning set forth in Section 3(j) hereof.

“ Deferral Period ” has the meaning set forth in Section 3(j) hereof.

“ Demand Notice ” has the meaning set forth in Section 2(a) hereof.

“ Demand Registration ” has the meaning set forth in Section 2(a) hereof.

“ Effective Period ” means the period commencing on the 180 ^th day after the date hereof and ending on the date that all Registrable Securities have ceased to be Registrable Securities.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder.

“ Expenses ” has the meaning set forth in Section 6(a) hereof.

“ Holder ” shall mean the Company, its Affiliates that from time to time hold Registrable Securities and any Transferee of the Company to whom Registrable Securities are transferred in accordance with the terms of this Agreement, and, in each case, who continues to be entitled to the rights of a Holder hereunder.

“ Indemnified Party ” has the meaning set forth in Section 6(d) hereof.

“ Indemnifying Party ” has the meaning set forth in Section 6(d) hereof.

“ Initial Public Offering ” means the initial public offering of Trust Units registered with the SEC by a registration statement on Form S-1 (Registration No. 333-178928).

“ Material Event ” has the meaning set forth in Section 3(j) hereof.

“ Over-Allotment Option ” has the meaning set forth in the recitals hereof.

“ Person ” shall mean any individual, partnership, limited liability company, corporation, trust, unincorporated association, governmental agency, subdivision, or instrumentality, or other entity or association.

“ Piggyback Registration ” has the meaning set forth in Section 2(b) hereof.

“ Prospectus ” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A, Rule 430B or Rule

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430C promulgated under the Securities Act), as amended or supplemented by any amendment, prospectus supplement or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act), including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus.

“ Registrable Securities ” means the Subject Units and any securities into or for which such Subject Units have been converted or exchanged, and any security issued with respect thereto upon any dividend, split or similar event until, in the case of any such security, the earliest of (i) its effective registration under the Securities Act and resale in accordance with the Registration Statement covering it, (ii) its disposal pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act, (iii) its sale in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities, (iv) its being held by the Trust, (v) 10 years after the Company ceases to be an Affiliate of the Trust or (vi) if such security has been sold in a private transaction in which the tranferor’s rights under this Agreement are assigned to the Transferee and such Transferee is not an Affiliate of the Trust, one year following the transfer of such security to such Transferee.

“ Registration Statement ” means any registration statement of the Trust, including any Shelf Registration Statement, that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such registration statement.

“ Required Information ” has the meaning set forth in Section 4(a) hereof.

“ Rule 144 ” means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“ Rule 144A ” means Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“ SEC ” means the Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder.

“ Shelf Registration Statement ” means a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act registering the resale of Registrable Securities from time to time by Holders thereof.

“ Special Counsel ” means Latham & Watkins LLP or such other successor counsel as shall be specified in writing by the Holders of a majority of all Registrable Securities.

“ Subject Units ” has the meaning set forth in the recitals hereof.

“ Transferee ” has the meaning set forth in Section 9(d) hereof.

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“ Trust ” has the meaning set forth in the preamble hereof.

“ Trust Units ” has the meaning set forth in the recitals hereof.

“ Trustee ” has the meaning set forth in the preamble hereof.

Section 2. Demand Registration Rights .

(a) During the Effective Period, the Holders representing a majority of the then outstanding Registrable Securities may request, by written notice to the Trust (the “ Demand Notice ”), that the Trust effect the registration under the Securities Act of the number of Registrable Securities requested to be so registered pursuant to the terms and conditions set forth in this Agreement (each a “ Demand Registration ”). Following receipt of a Demand Notice for a Demand Registration, the Trust shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. All Demand Notices made pursuant to this Section 2 will specify the number of Registrable Securities to be registered, whether or not such Registration Statement should be a Shelf Registration Statement, and the intended methods of disposition thereof.

The Holders shall be entitled to a maximum of five Demand Registrations, which shall include (i) any Demand Registrations for registration pursuant to a Shelf Registration Statement and (ii) any Demand Registrations that are transferred to a Transferee in accordance with Section 9(d) hereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to Section 2(d) .

(b) Within ten days after receipt by the Trust of a Demand Notice, the Trust will give notice to the other Holders of such Demand Registration. Such notice shall describe such securities and specify the form, manner and other relevant aspects of such proposed registration. Each Holder may, by written response delivered to the Trust within twenty days after the receipt by such Holder of any such notice, request that all or a specified part of the Registrable Securities held by such Holder be included in such Demand Registration (a “ Piggyback Registration ”). Such response shall also specify the intended method of disposition of such Registrable Securities. The Trust thereupon will use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Trust has been so requested to register by the Holders to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so registered. No registration of Registrable Securities of the Holders effected by Piggyback Registration under this Section 2(b) shall relieve the Trust of any of its obligations to effect registrations of Registrable Securities of the Holders pursuant to, or reduce the total number of Demand Registrations to which the Holders continue to remain entitled under, Section 2(a) hereof.

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(c) If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other Holders of Registrable Securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows:

(i) first, the securities for which inclusion in such Demand Registration for which the Demand Notice was submitted; and

(ii) second, the securities for which inclusion in any Piggyback Registration for which a notice was submitted in accordance with this Agreement pro rata among the Registrable Securities requested to be included in such Piggyback Registration.

(d) The Trust shall use commercially reasonable efforts to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least ninety days (or three years if a Shelf Registration Statement is requested) after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold or all Registrable Securities have ceased to be Registrable Securities; provided , however , that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of the Trust pursuant to this Agreement, except that with respect to a Shelf Registration Statement on Form S-3 that becomes effective automatically pursuant to Rule 462(e) under the Securities Act, such period may not be extended beyond three years after the effective date thereof or such shorter or longer period as may be subsequently permitted by the SEC.

(e) Notwithstanding the foregoing, if the Trust shall furnish to the Holders requesting a registration pursuant to this Section 2 within 30 days of receiving such request a certificate signed by the Trust stating that in the good faith judgment of the Trustee it would be detrimental to the Trust and its unitholders for such Registration Statement to be filed and it is therefore beneficial to defer the filing of such Registration Statement, the Trust shall have the right to defer such filing for up to two periods of not more than 30 days each after receipt of each request of the Holders; provided , however , that the Trust may not use this right more than once (for a total of up to 60 days) in any 12-month period. If the Trust shall so postpone the filing of a Registration Statement, the demanding Holders shall have the right to withdraw the request for registration by giving written notice to the Trust within 20 days of the anticipated termination date of the postponement period, as provided in the certificate delivered by the Trust, and in the event of such withdrawal, such request shall not reduce the number of available registrations with respect to the Holders under this Section 2

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Section 3. Registration Procedures . In connection with the registration obligations of the Trust under Section 2 hereof, during the Effective Period, the Trust shall:

(a) Prepare and file with the SEC, no later than 45 days after receiving the Demand Notice, a Registration Statement or Registration Statements, including, if so requested by the applicable Holders, a Shelf Registration Statement, on any appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Registration Statement to become effective as promptly as practicable after filing and remain effective as provided herein; provided that before filing any Registration Statement or Prospectus or any amendments or supplements thereto with the SEC (but excluding reports filed with the SEC under the Exchange Act), furnish to the Holders, the Special Counsel and the managing underwriter or underwriters, if any, copies of all such documents proposed to be filed at least five Business Days prior to the filing of such Registration Statement or amendment thereto or Prospectus or supplement thereto.

(b) Subject to Section 3(j) , prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein with respect to the disposition of all securities covered by such Registration Statement; cause the related Prospectus to be supplemented by any required prospectus supplement or free writing prospectus, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use commercially reasonable efforts to comply with the provisions of the Securities Act applicable to the Trust with respect to the disposition of all securities covered by such Registration Statement during the period provided herein with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or such Prospectus as so supplemented.

(c) Subject to Section 3(j) , from and after the date a Registration Statement is declared effective, the Trust shall, as promptly as practicable after the date the Required Information is delivered pursuant to Section 4 hereof and in accordance with this Section 3(c) :

(i) if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Required Information is named as a selling securityholder in the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Trust shall file a post-effective amendment to the Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; and

(ii) provide such Holder copies of any documents filed pursuant to Section 3(c)(i) ;

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provided , that, if the Required Information is delivered during a Deferral Period, the Trust shall so inform the Holder delivering such Required Information. The Trust shall notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 3(c)(i) . Notwithstanding anything contained herein to the contrary, the Trust shall be under no obligation to name any Holder that has failed to deliver the Required Information in the manner set forth in Section 4 hereof as a selling securityholder in any Registration Statement or related Prospectus.

(d) As promptly as practicable, give notice to the Holders, the Special Counsel and the managing underwriter or underwriters, if any, (i) when any Prospectus, Registration Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post-effective amendment thereto, when the same has been declared effective, (ii) of any request, following the effectiveness of any Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Registration Statement or related Prospectus, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Trust of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the occurrence of, but not the nature of or details concerning, a Material Event and (vi) of the determination by the Trust that a post-effective amendment to a Registration Statement will be filed with the SEC, which notice may, at the discretion of the Trust (or as required pursuant to Section 3(j) ), state that it constitutes a Deferral Notice, in which event the provisions of Section 3(j) shall apply.

(e) Use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case as promptly as practicable, and provide prompt notice to each Holder of the withdrawal of any such order.

(f) If requested by the managing underwriters, if any, or the Holders of the Registrable Securities being sold in connection with an underwritten offering, promptly include in a prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and such Holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Trust has received such request; provided , however , that the Trust shall not be required to take any actions under this Section 3(f) that are not, in the opinion of counsel for the Trust, in compliance with applicable law.

(g) As promptly as practicable furnish to each Holder, the Special Counsel and each managing underwriter, if any, upon request, at least one conformed copy of the Registration Statement and any amendment thereto, including exhibits and, if requested, all documents incorporated or deemed to be incorporated therein by reference.

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(h) Deliver to each Holder, the Special Counsel and each managing underwriter, if any, in connection with any sale of Registrable Securities pursuant to a Registration Statement as many copies of the Prospectus relating to such Registrable Securities (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons may reasonably request; and the Trust hereby consents (except during such periods that a Deferral Notice is outstanding and has not been revoked and subject to Section 3(j)(ii) hereof) to the use of such Prospectus or each amendment or supplement thereto by each Holder and the underwriters, if any, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein.

(i) Prior to any public offering of the Registrable Securities pursuant to a Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Holders, the Special Counsel and the underwriters, if any, in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder or underwriter reasonably requests in writing (which request may be included with the Required Information); prior to any public offering of the Registrable Securities pursuant to the Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the period provided herein with respect to the disposition of all securities covered by such Registration Statement in connection with such Holder’s offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Registration Statement and the related Prospectus; provided that neither the Trust nor the Trustee will be required to (i) qualify as a foreign entity or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject.

(j) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of any Registration Statement or the initiation of proceedings with respect to any Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which (x) any Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (y) any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (a “ Material Event ”), or (C) the occurrence or existence of any pending corporate development of the Trust that, in the reasonable discretion of the Trustee, makes it appropriate to suspend the availability of any Registration Statement and the related Prospectus, the Trust shall:

(i) in the case of clause (B) above, subject to clause (ii) below, as promptly as practicable prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so

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that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Registration Statement, subject to clause (ii) below, use commercially reasonable efforts to cause it to be declared effective as promptly as practicable; and

(ii) give notice to the Holders and the Special Counsel, if any, that the availability of any Registration Statement is suspended (a “ Deferral Notice ”) and, upon receipt of any Deferral Notice, each Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Trust that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus, in which case such Holder will use the Prospectus as so supplemented or amended in connection with any offering and sale of Registrable Securities covered thereby.

The Trust shall use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the Trustee, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Trust or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Trustee, such suspension is no longer appropriate. The Trust shall be entitled to exercise its right under this Section 3(j) to suspend the availability of any Registration Statement or any Prospectus (the “ Deferral Period ”) for use by any Holder.

(k) If reasonably requested by a Holder or any underwriter participating in any disposition of Registrable Securities, if any, in writing in connection with a disposition by such Holder of Registrable Securities pursuant to a Registration Statement, make reasonably available for inspection during normal business hours by a representative for such Holder(s) of such Registrable Securities, any broker-dealers, underwriters, attorneys and accountants retained by such Holder(s), and any attorneys or other agents retained by a broker-dealer or underwriter engaged by such Holder(s), all relevant financial and other records and pertinent corporate documents and properties of the Trust, and cause the appropriate officers, directors and employees of the Trustee to make reasonably available for inspection during normal business hours on reasonable notice all relevant information reasonably requested by such representative for the Holder(s), or any such broker-dealers, underwriters, attorneys or accountants in connection with such disposition, in each case as is customary for similar “due diligence” examinations; provided that (i) the Trustee shall not be obligated to make available for inspection any information that, based on the reasonable advice of counsel to the Trustee, could subject the Trustee to the loss of attorney-client privilege with respect thereto and (ii) such Persons shall first agree in writing with the Trustee that all information shall be kept confidential by such

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Persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (a) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (b) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Registration Statement or the use of any Prospectus referred to in this Agreement) or (c) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such Person; and provided further that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Holders and the other parties entitled thereto by Special Counsel, if any, or another representative selected by the Holders of a majority of Registrable Securities being registered pursuant to such Registration Statement. Any Person legally compelled or required by administrative or court order or by a regulatory authority to disclose any such confidential information made available for inspection shall provide the Trustee with prompt prior written notice of such requirement so that the Trustee may seek a protective order or other appropriate remedy.

(l) Use its best efforts to comply with all applicable rules and regulations of the SEC and make generally available to the Trust’s securityholders earnings statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) for a 12-month period commencing on the first day of the first fiscal quarter of the Trust commencing after the effective date of a Registration Statement, which statements shall be made available no later than the next succeeding Business Day after such statements are required to be filed with the SEC.

(m) Cooperate with each Holder and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold or to be sold pursuant to a Registration Statement, which certificates shall not bear any restrictive legends stating that the Registrable Securities evidenced by the certificates are “restricted securities” (as defined by Rule 144), and cause such Registrable Securities to be registered in such names as such Holder or the managing underwriters, if any, may request in writing at least two Business Days prior to any sale of such Registrable Securities.

(n) Provide a CUSIP number for all Registrable Securities covered by each Registration Statement not later than the effective date of such Registration Statement.

(o) Cooperate with and assist each Holder, the Special Counsel and any underwriters participating in any disposition of Registrable Securities in any filings required to be made with the Financial Industry Regulatory Authority (“ FINRA ”) in connection with the filing or effectiveness of any Registration Statement, any post-effective amendment thereto or any offer or sale of Trust Units thereunder.

(p) In the case of a proposed sale pursuant to a Registration Statement involving an underwritten offering, the Trust shall enter into such customary agreements on behalf of the Trust (including, if requested, an underwriting agreement in reasonably customary form containing standard representations and warranties, covenants and indemnities of the Trust similar to those representations and warranties, covenants and indemnities given by issuers of securities in underwritten offerings of securities) and take all such other action, if any, as Holders

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of a majority of the Registrable Securities being sold or any managing underwriters reasonably shall request in order to facilitate any disposition of the Registrable Securities pursuant to such Registration Statement, including, without limitation, (i) using commercially reasonable efforts to cause its counsel to deliver an opinion or opinions in reasonably customary form, (ii) using its reasonable best efforts to cause its officers to execute and deliver all customary documents and certificates on behalf of the Trust and (iii) using its reasonable best efforts to cause the Trust’s independent public accountants to provide a comfort letter or letters in reasonably customary form.

(q) Use reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement.

(r) Upon (i) the filing of any Registration Statement and (ii) the effectiveness of any Registration Statement, announce the same, in each case by press release to Reuters Economic Services and Bloomberg Business News.

(s) Use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or quotation system on which similar securities issued by the Trust are listed or traded.

Section 4. Holder’s Obligations.

(a) Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with this Section 4 and Section 3(j) hereof. The Trust may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Trust in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as the Trust may, from time to time, reasonably request in writing (the “ Required Information ”) and the Trust may exclude from such registration the Registrable Securities of any seller who fails to furnish such information within a reasonable time after receiving such request. In addition, following the date that a Registration Statement is declared effective, each Holder wishing to sell Registrable Securities pursuant to a Registration Statement and related Prospectus agrees to deliver, at least seven Business Days prior to any intended distribution of Registrable Securities under the Registration Statement, to the Trust any additional Required Information as the Trust may reasonably request so that the Trust may complete or amend the information required by any Registration Statement.

(b) Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Trust with the Required Information as required pursuant to this Section 4 and the information set forth in the next sentence. Each Holder agrees promptly to furnish to the Trust all information required to be disclosed in order to make the information previously furnished to the Trust by such Holder not misleading and any other information regarding such Holder and the distribution of such Registrable Securities as the Trust may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in

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the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary in order to make the statements in such Prospectus relating to or provided by such Holder, in the light of the circumstances under which they were made, not misleading.

Section 5. Registration Expenses . Subject to the last sentence of this Section 5 , the Company shall bear all out-of-pocket fees and expenses incurred in connection with the performance by the Trust of its obligations under this Agreement whether or not any Registration Statement is declared effective. Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (x) with respect to filings required to be made with FINRA and (y) of compliance with federal and state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of the Special Counsel, if any, in connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as Holders of a majority of the Registrable Securities being sold pursuant to a Registration Statement may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company), (iii) duplication expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the Trust and the Special Counsel, if any, in connection with any Registration Statement, (v) fees of accountants and reserve engineers for consents and cold comfort and (vi) the fees and expenses incurred in connection with the listing by the Trust of the Registrable Securities on any securities exchange on which similar securities of the Trust are then listed. However, the Trust shall pay the internal expenses of the Trustee (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit and annual reserve report and the other fees and expenses of the accountants and independent reserve engineers for the Trust not covered by clause (v) of the preceding sentence, the fees and expenses of any Person, including special experts, retained by the Trust and the fees and expenses of any transfer agent for the Registrable Securities. Notwithstanding the provisions of this Section 5 , each seller of Registrable Securities shall pay its own selling expenses, including any underwriting discounts and commissions, all registration expenses to the extent required by applicable law and, except as otherwise provided herein, fees and expenses of such seller’s counsel.

Section 6. Indemnification and Contribution .

(a) Indemnification by the Trust . The Trust shall indemnify and hold harmless the Company, each Holder and each Person, if any, who controls the Company or any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable legal or other expenses reasonably incurred in connection with defending or

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investigating any such action or claim) (“ Expenses ”) to which the Company, any Holder or any controlling Person of the Company or any Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to the Trust furnished by or on behalf of the Trust specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, the Trust shall reimburse the Company, the Holders and any controlling Persons thereof for any legal or other expenses reasonably incurred by the Company, the Holders or any controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company and the Holders or any controlling Persons thereof is entitled to indemnity by the Trust under this Agreement. The Trustee shall have no indemnification obligations under this Agreement, or any liability for failure of the Trust to satisfy its obligations under this Agreement.

(b) Indemnification by the Company . The Company shall indemnify and hold harmless each Holder (other than the Company), the Trust and the Trustee and any agents thereof, individually and as trustee, as the case may be, and each Person, if any, who controls such Holder, the Trust or the Trustee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any Expenses to which such Holder, the Trust, the Trustee or any agent thereof or any controlling Person of such Holder, the Trust or the Trustee may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or an omission or alleged omission to state a material fact required to be stated in or necessary to make the statements therein not misleading at the date and time as of which such Registration Statement was declared effective by the SEC, (ii) an untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or any Prospectus or an omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date of such preliminary Prospectus or Prospectus and as of the closing of the sale of Trust Units sold thereunder or (iii) any untrue statement or alleged untrue statement of a material fact contained in any other filing, report or other action taken with respect to the Securities Act, the Exchange Act or any other federal or state securities law, the listing of the Trust Units on the New York Stock Exchange or another national securities exchange or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided , however , that the Company shall not be liable to and shall not indemnify the Holders (other than the Company), the Trustee or any agents or controlling Persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clauses (i) and (ii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trustee in its individual capacity or (b) such Holder, in either case prepared or furnished by the Trustee or such Holder, as the case may be, expressly for use in any Registration Statement, any preliminary Prospectus

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or any Prospectus; and provided , further , that the Company shall not be liable to the Holders (other than the Company), the Trustee or any agents or controlling Persons thereof, individually or as trustee, as the case may be, in any such case under the preceding clause (iii) of this Section 6(b) to the extent that any such Expense arises out of, is based upon or is connected with information relating to (a) the Trustee in its individual capacity prepared or furnished by the Trustee and the Trustee is found liable or (b) such Holder prepared or furnished by such Holder and such Holder is found liable. Subject to Section 6(e) of this Agreement, the Company shall reimburse the Holders (other than the Company), the Trust and the Trustee and any agents or controlling Persons thereof for any legal or other expenses reasonably incurred by the Holders (other than the Company), the Trust and the Trustee or any agent or controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Holders (other than the Company), the Trust and the Trustee or any agent or controlling Persons thereof is entitled to indemnity by the Company under this Agreement.

(c) Indemnification by Certain of the Holders . Each Holder (other than the Company), severally and not jointly, shall indemnify and hold harmless the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, and any other Holder and each Person, if any, who controls the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, or any other Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all Expenses to which the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, any other Holder or any controlling Person of the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, or any other Holder may become subject, under or with respect to the Securities Act, the Exchange Act, any other federal or state securities law or otherwise, insofar as such Expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement at the date and time as of which such Registration Statement was declared effective by the SEC, any preliminary Prospectus or the Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made), not misleading, but in each case only with respect to written information relating to such Holder (other than the Company) furnished by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. Subject to Section 6(e) of this Agreement, such Holder shall reimburse the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, the other Holders and any agents or controlling Persons thereof for any legal or other expenses reasonably incurred by the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, the other Holders or any agent or controlling Persons thereof in connection with the investigation or defense of any Expenses with respect to which the Company, the Trust, the Trustee and any agents thereof, individually and as trustee, and the other Holders or any agent or controlling Persons thereof is entitled to indemnity by such Holder under this Agreement.

(d) Conduct of Indemnification Proceedings . In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to Section 6(a) , 6(b) or 6(c) hereof, such Person (the “ Indemnified Party ”) shall promptly notify the Person against whom such indemnity may be sought (the “ Indemnifying Party ”) in writing and the Indemnifying Party, upon request of the

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Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, other than solely by virtue of the rights and obligations of the Indemnifying Party and the Indemnified Party under this Section 6 . It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by, in the case of parties indemnified pursuant to Section 6(a) , the Holders of a majority of the Registrable Securities covered by the Registration Statement held by Holders that are indemnified parties pursuant to Section 6(a) and, in the case of parties indemnified pursuant to Section 6(b) or Section 6(c) , the Trustee. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final, non-appealable judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any Expenses by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.

(e) Contribution . To the extent that the indemnification provided for in Section 6(a) , 6(b) or 6(c) is unavailable to an Indemnified Party or insufficient in respect of any Expenses referred to therein, then each Indemnifying Party under such paragraph, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Party or Indemnifying Parties on the one hand and the Indemnified Party or Indemnified Parties on the other hand or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Indemnifying Party or Indemnifying Parties on the one hand and of the Indemnified Party or Indemnified Parties on the other hand in connection with the statements or omissions that resulted in such Expenses, as well as any other relevant equitable considerations. The relative fault of the Company and the other Holders on the one hand and the Trust on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact required to be stated or necessary in order to make the statements (in the case of a preliminary Prospectus or Prospectus, in light of the circumstances under which they were made) not misleading, relates to information supplied by the Company, the other Holders or by the Trust, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective number of Registrable Securities they have sold pursuant to a Registration Statement, and not joint.

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The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(f) The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to an Indemnified Party at law or in equity, hereunder or otherwise.

(g) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder, any Person controlling the Company or any other Holder or any Affiliate of the Company or any other Holder or by or on behalf of the Trustee, its officers or directors or any Person controlling the Trustee and (iii) the sale of any Registrable Securities by any Holder.

Section 7. Information Requirements . The Trust covenants that, if at any time before the end of the Effective Period the Trust is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder and take such further reasonable action as any Holder may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder, the Trust shall deliver to such Holder a written statement as to whether the Trust has complied with such filing requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Trust to register any of the Trust’s securities under any section of the Exchange Act.

Section 8. Underwritten Registrations . The Holders of Registrable Securities covered by any Registration Statement who desire to do so may sell such Registrable Securities to an underwriter in an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the

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Holders of a majority of such Registrable Securities included in such offering, subject to the consent of the Trust (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in connection therewith. No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Section 9. Miscellaneous .

(a) Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, without the written consent of the Trust, the Company and the Holders of a majority of Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to such Registration Statement; provided that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the immediately preceding sentence. Notwithstanding the foregoing, this Agreement may be amended by written agreement signed by the Trust, without the consent of the Holders of Registrable Securities, to cure any ambiguity or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision contained herein, or to make such other provisions in regard to matters or questions arising under this Agreement that shall not adversely affect the interests of the Holders of Registrable Securities. Each Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this Section 9(a) , whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder.

(b) Notices . All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, by facsimile, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation, if made by facsimile, (iii) one Business Day after being deposited with such courier, if made by overnight courier or (iv) on the date indicated on the notice of receipt, if made by first-class mail, to the parties as follows:

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Pacific Coast Oil Trust

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

919 Congress Avenue, Suite 500

Austin, Texas 78701

Attention: Michael J. Ulrich

Fax: (512) 479-2553

with a copy to:

Bracewell & Giuliani LLP

111 Congress Avenue, Suite 2300

Austin, Texas 787801-4061

Attention: Thomas W. Adkins

Fax: (512) 479-3940

Pacific Coast Energy Company LP

515 South Flower Street, Suite 4800

Los Angeles, California 90071

Attention: Gregory C. Brown

Fax: (213) 225-5917

with a copy to:

Latham & Watkins LLP

717 Texas Avenue, Suite 1600

Houston, Texas 77002

Attention: Sean T. Wheeler

Fax: (713) 546-5401

or to such other address as such Person may have furnished to the other Persons identified in this Section 9(b) in writing in accordance herewith.

(c) Approval of Holders . Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Trust or its Affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Company or subsequent Holders if such Holders are deemed to be such Affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(d) Successors and Transferees . Any Person or group of Persons who purchases any Registrable Securities from the Company or otherwise holds any Registrable Securities as a result of any sale, liquidation, dividend or distribution by the Company or any of its Affiliates shall be deemed, for purposes of this Agreement, to be a transferee of the Company, but if and

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only if such Person or group (i) agrees to be designated as a transferee, (ii) is specifically designated as a transferee in writing by the Company to the Trust and (iii) in the case of a group, such group shall collectively constitute a Transferee for purposes of this Agreement (including without limitation, for purposes of exercising any Demand Registration right transferred by the Company to such group) (a “ Transferee ”). This Agreement shall inure to the benefit of and be binding upon such Transferees, provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms thereof. If the Company designates any Person as a Transferee in accordance with this Section 9(d) , then the Registrable Securities acquired by such Transferee shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities, such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof.

(e) Counterparts . This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(f) Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(g) Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

(h) Severability . If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

(i) Entire Agreement . This Agreement is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Trust with respect to the Registrable Securities. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Trust with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings among the parties with respect to such registration rights. No party hereto shall have any rights, duties or obligations other than those specifically set forth in this Agreement.

(j) Termination . This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effective Period, except for any liabilities or obligations under Section 4 , 5 or 6 hereof, each of which shall remain in effect in accordance with its terms.

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(k) Specific Enforcement; Venue . The parties hereto acknowledge and agree that each would be irreparably damaged if any of the provisions of this Agreement are not performed by the other in accordance with their specific terms or are otherwise breached. It is accordingly agreed that each party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement by the other and to enforce this Agreement and the terms and provisions hereof specifically against the other, in addition to any other remedy to which such aggrieved party may be entitled at law or in equity. Any action or proceeding seeking to enforce any provision of, or based on any rights arising out of, this Agreement may be brought against any of the parties in the FEDERAL AND STATE COURTS LOCATED WITHIN THE STATE OF DELAWARE and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

(l) Limitation of Liability . It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Trustee not individually or personally, but solely as Trustee on behalf of the Trust and (ii) under no circumstances shall the Trustee be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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Exhibit 10.3

O PERATING AND S ERVICES A GREEMENT

This OPERATING AND SERVICES AGREEMENT (this “ Agreement ”) is dated as of May 8, 2012 by and between Pacific Coast Energy Company LP, a limited partnership formed under the laws of the State of Delaware (the “ Partnership ”), and Pacific Coast Oil Trust, a statutory trust formed under the laws of the State of Delaware (the “ Trust ”).

WHEREAS , pursuant to the Conveyance of Net Profits Interests and Overriding Royalty Interest dated as of even date herewith (the “ Conveyance ”), the Partnership has conveyed to the Trust net profits interests and an overriding royalty interest in certain oil and gas properties located in the State of California (the “ Conveyed Interests ”);

WHEREAS , in connection with the conveyance of the Conveyed Interests, the Partnership has agreed to provide certain administrative services for the Trust in exchange for an operating and services fee as described herein.

NOW, THEREFORE , in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intended to be legally bound hereby, it is agreed as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Sections referred to below:

“ Affiliate ” means with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. As used in this definition, the term “control” (and the correlative terms “controlling,” “controlled by,” and “under common control”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Agreement ” has the meaning set forth in the introductory paragraph.

“ Business Day ” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in Los Angeles, California or Austin, Texas are authorized or obligated by law or executive order to close.

“ Conveyance ” has the meaning set forth in the recitals.

“ Conveyed Interests ” has the meaning set forth in the recitals.

“ CPI ” shall mean the year-over-year unadjusted percent change of the all items index (as of December of the then-current calendar year) of the Consumer Price Index for All Urban Consumers (CPI-U) for the US City Average, 1982-1984 = 100, published by the United States Department of Labor, Bureau of Labor Statistics or, if such index becomes unavailable, any successor or substitute index designated by the Partnership and reasonably acceptable to the Trustee.

“ Developed Properties ” has the meaning assigned to such term in the Trust Agreement.

“ External Expenses ” means the actual out-of-pocket fees, costs and expenses reasonably incurred by the Partnership in connection with the provision of the Services.

“ Force Majeure ” shall mean any cause beyond the reasonable control of the Partnership, including the following causes: acts of God; strikes; lockouts; acts of the public enemy, wars or warlike action (whether actual or impending); arrests and other restraints of government (civil or military); blockades; embargoes; insurrections; riots; epidemics or pandemics; landslides; lightning; earthquakes; fires; sabotage; tornadoes; named tropical storms and hurricanes and floods; civil disturbances; terrorism; mechanical breakdown of machinery or equipment; explosions; confiscation or seizure by any government or other public authority; any order of any court of competent jurisdiction, regulatory agency or governmental body having jurisdiction.

“ Operating and Services Fee ” has the meaning set forth in Section 3.01(a) .

“ Partnership ” has the meaning set forth in the introductory paragraph.

“ Person ” shall mean any individual, partnership, limited liability company, corporation, trust, unincorporated association, governmental agency, subdivision, or instrumentality, or other entity or association.

“ Remaining Properties ” has the meaning assigned to such term in the Trust Agreement.

“ Services ” has the meaning set forth in Section 2.01 .

“ Termination Date ” means the date that is the earliest of (i) the date that all of the Conveyed Interests are terminated or are no longer held by the Trust, (ii) the date that the Trust is finally wound up and liquidated in accordance with Section 9.03 of the Trust Agreement and (iii) the date that either the Partnership or the Trustee may designate by delivering a written notice no less than 90 days prior to such date; provided, that the Partnership shall not terminate this Agreement except in connection with the Partnership’s transfer of some or all of the Subject Interests (as defined in the Conveyance) and then only with respect to the Services to be provided with respect to the Subject Interests being transferred, and only upon the delivery to the Trustee of an agreement of the transferee of such Subject Interests, reasonably satisfactory to the Trustee, in which such transferee assumes the responsibility to perform the Services relating to the Subject Interests being transferred.

“ Trust ” has the meaning set forth in the introductory paragraph.

“ Trust Agreement ” means that certain Amended and Restated Trust Agreement of the Trust of even date herewith among the Partnership, the Trustee and Wilmington Trust, National Association, as the same may be amended from time to time.

“ Trustee ” means The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee of the Trust.

Section 1.02 Construction . Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) the terms “include,” “includes,” “including” or words of like import shall be deemed to be followed by the words “without limitation;” and (d) the terms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

ARTICLE II

SERVICES

Section 2.01 Services . Subject to the terms of this Agreement and in exchange for the payment described in Section 3.01 , the Partnership hereby agrees to provide the Trust with such services as are necessary for the Trust and the Trustee to comply with the Trust Agreement and Article IV of the Conveyance and such other operating and administrative services of similar character and scope to the foregoing that the Trustee may reasonably request the Partnership to provide during the term of this Agreement, including such accounting, bookkeeping and informational services and other services as may be necessary for the preparation of reports the Trust is or may be required to prepare and/or file in accordance with applicable tax and securities laws, exchange listing rules and other requirements, including reserve reports and tax returns (all of the foregoing being herein called the “ Services ”).

Section 2.02 Performance of Services by Others . The parties hereby agree that in discharging the Partnership’s obligations under this Agreement, the Partnership may, in its sole discretion, engage any other Person, including its Affiliates, to perform the Services (or any part of the Services) on its behalf and that the performance of the Services (or any part of the Services) by any such Person shall be treated as if the Partnership performed such Services itself. Notwithstanding the foregoing, nothing contained herein shall relieve the Partnership of its obligations hereunder.

Section 2.03 Intellectual Property . Any (i) inventions, whether patentable or not, developed or invented, or (ii) copyrightable material (and the intangible rights of copyright therein) developed, in each case by the Partnership, its Affiliates or its or their employees in connection with the performance of the Services shall be the property of the Partnership; provided, however , that the Trust shall be granted an irrevocable, royalty-free, non-exclusive and non-transferable right and license to use such inventions or material; and provided further, however , that the Trust shall only be granted such a right and license to the extent such grant does not conflict with, or

result in a breach, default, or violation of a right or license to use such inventions or material granted to the Partnership by any Person other than an Affiliate of the Partnership. Notwithstanding the foregoing, the Partnership will use all commercially reasonable efforts to grant such right and license to the Trust.

Section 2.04 Independent Status . It is expressly acknowledged by the parties hereto that each party is an “independent contractor” and nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship, or a joint venture or partnership relationship, or to allow any party to exercise control or direction over the other party. Except as required in connection with the performance of the Services, neither the Partnership nor any agent, employee, servant, contractor or subcontractor of the Partnership or any of its Affiliates shall have the authority to bind the Trust to any contract or arrangement. Neither the Trust nor the Trustee shall be liable for the salary, wages or benefits, including workers’ compensation insurance and unemployment insurance, of any employee, agent, servant, contractor or subcontractor of the Partnership or its Affiliates by virtue of this Agreement.

Section 2.05 Warranties; Limitation of Liability . The Partnership will use commercially reasonable efforts to provide the Services in a good and workmanlike manner in accordance with the sound and prudent practices of providers of similar services. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, THE PARTNERSHIP MAKES NO (AND HEREBY DISCLAIMS AND NEGATES ANY AND ALL) WARRANTIES OR REPRESENTATIONS WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES. IN NO EVENT WILL THE PARTNERSHIP, THE TRUST, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE TO ANY OTHER PERSON FOR ANY EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, WHETHER RESULTING FROM ANY ERROR IN THE PERFORMANCE OF SERVICE, OR OTHERWISE, REGARDLESS OF WHETHER SUCH PERSON, ITS AFFILIATES OR OTHERS MAY BE WHOLLY, CONCURRENTLY, PARTIALLY OR SOLELY NEGLIGENT OR OTHERWISE AT FAULT, EXCEPT TO THE EXTENT SUCH EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARE PAID BY THE PARTY INCURRING SUCH DAMAGES TO A PERSON THAT IS NOT A PARTY TO THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 2.05 WILL SURVIVE TERMINATION OF THIS AGREEMENT.

Section 2.06 Disputes . Should there be a dispute over the nature or quality of the Services or the calculation or allocation of the Operating and Services Fee, the Partnership and the Trustee, on behalf of the Trust, shall first attempt to resolve such dispute, acting diligently and in good faith, using the past practices of the Partnership and the Trustee as guidelines for such resolution. If the Partnership and the Trustee are unable to resolve any such dispute within thirty days, or such additional time as may be reasonable under the circumstances, the dispute shall be resolved by arbitration in accordance with the provisions of Article XI of the Trust Agreement. The provisions of this Section 2.06 will survive termination of this Agreement.

ARTICLE III

OPERATING AND SERVICES FEE

Section 3.01 Operating and Services Fee .

(a) The Trust shall pay to the Partnership a monthly operating and services fee of $83,333.33, subject to the adjustments described in clause (b) below (the “ Operating and Services Fee ”). The Operating and Services Fee shall be paid in immediately available funds, on or before the end of the following month, with the first payment being made on or about May 30, 2012. In the event that this Agreement is terminated during a month pursuant to Section 5.01 , the amount of the Operating and Services Fee for such month shall be based upon the pro rata portion of the Operating and Services Fee that shall have accrued during such month up to and including the date of termination of this Agreement. In addition to the Operating and Services Fee, the Trust shall reimburse the Partnership on or before the end of the following month for all reasonable and necessary External Expenses associated with the provision of Services in the preceding month as set forth in a reasonably detailed invoice provided by the Partnership to the Trust on or before the 15th day of the following month.

(b) Beginning April 1, 2013 and on April 1 of each year thereafter, the Operating and Services Fee payable in each month through March of the following year shall increase or decrease, as applicable, by an amount equal to the product of (x) the then-current Operating and Services Fee and (y) the CPI.

Section 3.02 Set-Off . In the event that the Partnership owes the Trust a sum certain in an uncontested amount under any other agreement, then any such amounts may, in the sole discretion of the Partnership, be aggregated and the Trust and the Partnership shall discharge their obligations by netting those amounts against any amounts owed by the Trust to the Partnership under this Agreement.

ARTICLE IV

FORCE MAJEURE

Section 4.01 Force Majeure . The Partnership’s obligation under this Agreement shall be excused when and to the extent its performance of that obligation is prevented due to Force Majeure. The Partnership shall promptly notify the Trustee that it is prevented from performing its obligations by reason of Force Majeure and shall exercise due diligence to end its inability to perform as promptly as practicable. Notwithstanding the foregoing, the Partnership shall not be required to settle any strike, lockout or other labor dispute in which it or any of its Affiliates may be involved.

ARTICLE V

MISCELLANEOUS

Section 5.01 Term and Termination . This Agreement shall become effective on the date of this Agreement and shall continue until the Termination Date unless earlier terminated by mutual agreement of the parties to this Agreement. Upon termination of this Agreement in accordance with this Section 5.01 , all rights and obligations under this Agreement shall cease except for (i)

obligations that expressly survive termination of this Agreement, (ii) liabilities and obligations that have accrued prior to such termination, including the obligation to pay any amounts that have become due and payable prior to such termination, and (iii) the obligation to pay any portion of the Operating and Services Fee that has accrued prior to such termination, even if such portion has not become due and payable at the time of termination.

Section 5.02 Notice. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, by facsimile, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation, if made by facsimile, (iii) one (1) Business Day after being deposited with such courier, if made by overnight courier or (iv) on the date indicated on the notice of receipt, if made by first-class mail, to the parties as follows:

Pacific Coast Oil Trust

c/o The Bank of New York Mellon Trust Company

919 Congress Avenue, Suite 500

Austin, Texas 78701

Attention: Michael J. Ulrich

Fax: (512) 479-2253

with a copy to:

Bracewell & Giuliani LLP

111 Congress Avenue, Suite 2300

Austin, Texas 78701

Attention: Thomas W. Adkins

Fax: (512) 479-3940

Pacific Coast Energy Company LP

515 South Flower Street, Suite 4800

Los Angeles, California 90071

Attention: Gregory C. Brown

Fax: (213) 225-5916

with a copy to:

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

Attention: Sean T. Wheeler

Fax: (713) 546-5401

or to such other address as such Person may have furnished to the other Persons identified in this Section 5.02 in writing in accordance herewith.

Section 5.03 Entire Agreement; Supersedure . This Agreement constitutes the entire agreement of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether written or oral, relating to the matters contained herein.

Section 5.04 Effect of Waiver or Consent . Except as otherwise provided in this Agreement, a waiver or consent, express or implied, to or of any breach or default by any party in the performance by that party of its obligations under this Agreement is not a consent or waiver to or of any other breach or default in the performance by that party of the same or any other obligations of that party under this Agreement.

Section 5.05 Amendment or Modification . This Agreement may be amended or modified from time to time only by a written instrument executed by each of the parties to this Agreement.

Section 5.06 Assignment . Except as provided in Section 2.02 , and except for any transfer of rights of the Trustee hereunder to a successor trustee of the Trust, no party to this Agreement shall have the right to assign its rights or obligations under this Agreement without the consent of the other party to this Agreement.

Section 5.07 Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all parties to this Agreement had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 5.08 Severability . If any provision of this Agreement or the application thereof to any party to this Agreement or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to the other party to this Agreement or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Section 5.09 Further Assurances . In connection with this Agreement and all transactions contemplated by this Agreement, each party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

Section 5.10 Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF THE LAWS OF ANY OTHER JURISDICTION.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Signature Page to Operating and Services Agreement]