Exhibit 10.1

M ASTER C ONVEYANCE O F O VERRIDING R OYALTY I NTEREST

B Y A ND B ETWEEN

M C M O R AN O IL  & G AS LLC, A S G RANTOR

A ND

G ULF C OAST U LTRA D EEP R OYALTY T RUST , A S G RANTEE

D ATED

J UNE  3, 2013

T ABLE OF C ONTENTS

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T ABLE OF C ONTENTS

(C ONT .)

Exhibit A – Prospect Areas/Scheduled Working Interest

Exhibit B – First RC Leases

Exhibit C – Form of Recordable Conveyance

Exhibit D – Recordable Memorandum

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MASTER CONVEYANCE OF OVERRIDING ROYALTY INTEREST

THIS MASTER CONVEYANCE OF OVERRIDING ROYALTY INTEREST (this “ Master Conveyance ” or this “ Agreement ”) dated as of June 3, 2013 is made by and between McMoRan Oil & Gas LLC, a limited liability company organized under the laws of the state of Delaware and a wholly owned subsidiary of McMoRan Exploration Co., as Grantor, and Gulf Coast Ultra Deep Royalty Trust, a statutory trust formed under the laws of the state of Delaware, as Grantee.

WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings given such terms in Article I below; and

WHEREAS, Grantor is the owner of certain oil, gas and/or mineral properties; and

WHEREAS, Grantor desires to convey to Grantee the Overriding Royalty Interest;

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee agree as follows:

ARTICLE I

CERTAIN DEFINITIONS AND REFERENCES

1.1 Certain Defined Terms . When used in this Master Conveyance, the following terms shall have the respective meanings assigned to them in this Section 1.1 :

“ Add-On Leases ” shall mean (a) each Lease (or interest in a Lease) that (i) is not an Existing Subject Interest and (ii) in which an interest (or additional interest) is acquired by Grantor or any of its Affiliates during the Grant Period and (b) following the Grant Period, any Lease taken upon or in anticipation of expiration or termination of any Lease (if executed and delivered during the term of or within one year after expiration of the predecessor Lease), insofar only as any such replacement lease covers the Subject Formations under the same lands described in the original Lease.

“ Affiliate ” shall mean, with respect to any Person, (a) any other Person directly or indirectly owning, controlling or holding with power to vote more than 50% of the outstanding voting securities of such Person, (b) any other Person more than 50% of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by such Person, and (c) any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided that in no case shall any Unitholder (as defined in the Trust Agreement) be deemed an Affiliate of the Trust.

“ Agreed Rate ” shall mean, for and during each calendar month, the prime rate published under “Money Rates” in the Wall Street Journal on the first day of such calendar month for which such a prime rate is so published, or if the Wall Street Journal shall cease publication or cease publishing the “prime rate” on a regular basis, such other regularly published average prime rate applicable to commercial banks as is acceptable to the Trustee in its reasonable discretion.

“ BOEM ” shall mean the United States Bureau of Ocean Energy Management.

“ Claims ” shall have the meaning given such term in Section 9.2(b) .

“ Code ” shall have the meaning given such term in Section 10.3 .

“ Depositor ” shall mean Freeport-McMoRan Copper & Gold Inc.

“ ED Unrecorded Leases ” shall mean all Leases in which Grantor or any Affiliate of Grantor holds any interest (directly or through any agent or nominee) as of the Effective Date, other than the First RC Leases.

“ Effective Date ” shall have the meaning given such term in Section 10.10 .

“ Effective Time ” shall have the meaning given such term in Section 2.1(f) .

“ End Date ” shall mean June 3, 2033.

“ Excepted Permitted Lien ” shall mean (i) any Permitted Lien created or caused by Grantee or (ii) other than any Permitted Lien created by, through or under Grantor or its Affiliates, any Permitted Lien which creates a defect in the title of Grantor or any of its Affiliates in, to or under any Subject Interest that reduces the Working Interests of Grantor or its Affiliates with respect to any Subject Interests, other than any such defect or reduction in Working Interest occurring after the Effective Date arising as a result of any non-payment by Grantor or its Affiliates of any financial obligation which Grantor or its Affiliates has assumed or otherwise is obligated to pay (whether under an operating agreement existing at the time Grantor or its Affiliate acquired an interest in the Subject Interest, by contract or otherwise).

“ Existing Subject Interests ” shall mean all right, title and interest of Grantor and its Affiliates in, to or under any Lease as of the Effective Date (whether held directly or through an agent or nominee), including all First RC Leases and ED Unrecorded Leases, insofar, and only insofar as such right, title or interest covers Hydrocarbons produced or that may be produced from the Subject Formation(s) from and after the Effective Date; provided , however , that such interest shall not include any right, title or interest of Grantor or its Affiliates in and to any personal property, fixtures, structures or equipment.

“ First RC Leases ” shall mean the Leases set forth on Exhibit B .

“ Gas ” shall mean natural gas, coalbed methane and other gaseous hydrocarbons.

“ Governmental Authority ” shall mean the country, the state, county or parish, city and political subdivisions in which any Person or such Person’s property is located or which exercises valid jurisdiction over any such Person or such Person’s property, and any court, agency, department, commission, board, bureau or instrumentality of any of them which exercises valid jurisdiction over any such Person or such Person’s property.

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“ Grant Period ” shall mean a period of time from the Effective Date through the earlier of (i) December 5, 2017, or (ii) the Termination Date.

“ Grantee ” shall mean the Trust, as the Person named in the preamble to this Master Conveyance as grantee, and its successors and assigns and any wholly-owned subsidiary of the Grantee designated as a Grantee in writing to Grantor by the Grantee for purposes of this Master Conveyance.

“ Grantor ” shall mean the Person named in the preamble of this Master Conveyance as grantor , and its successors and assigns.

“ Gross Proceeds ” shall mean an amount equal to the Market Value of all sales of Production plus proceeds received on account of any Production lost, (a) after deduction or withholding of Specified Taxes allocable to such Production or such sale thereof, and (b) minus any Specified Post-Production Costs allocable to such Production.

“ Hydrocarbons ” shall mean Oil and Gas.

“ Laws ” shall mean all local, state, federal, foreign and international laws, rules, regulations, treaties, guidelines, permits, orders, judicial and administrative decisions and other legally enforceable requirements.

“ Lease ” shall mean any Oil, Gas and/or other mineral lease covering or otherwise related to all or any portion of (a) a Prospect Area, (b) any area with which all or any portion of a Prospect Area is aggregated by unitization, pooling or similar aggregation principles, (c) all other rights in, to or under any other instrument or fee tract related to, and all other rights to drill for, develop and produce Hydrocarbons from, a Prospect Area and any area with which all or any portion of a Prospect Area is aggregated by unitization, pooling or similar aggregation principles, and (d) following the Grant Period, any replacement lease taken upon or in anticipation of expiration or termination of any such Lease (if executed and delivered during the term of or within one year after expiration of the predecessor Lease), insofar only as any such replacement lease covers the Subject Formations under the same lands described in the original Lease.

“ Lease Burdens ” shall mean royalties, overriding royalties (other than the Overriding Royalty Interests), net profits interests, production payments and other burdens on Production.

“ Lien ” shall mean, with respect to any property or assets, any right or interest therein of a party to secure liabilities owed to it or any other arrangement with such party that provides for the payment of such liabilities out of such property or assets or that allows such party to have such liabilities satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic’s or materialman’s lien, or any other charge or encumbrance for security purposes, whether arising by Law or agreement or otherwise. “ Lien ” also means (a) any production payment or other similar burden on the Hydrocarbons attributable to the Subject Interests, and (b) any filed financing statement or other filing, notice, arrangement or action that would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement or other filing is filed, such notice is given, or such arrangement or action is undertaken before or after such Lien exists.

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“ Market Value ” shall mean, with respect to any Production and without duplication, the sum of (a) the proceeds received by Grantor (or any Affiliate or agent of Grantor that markets the Production on behalf of Grantor or its Affiliates, Grantee or any owner of a Lease Burden) from the first sale of such Production to a Non-Affiliate, regardless of the location of such sale (whether on the applicable land subject to the Leases or at any point downstream) and (b) all proceeds from the sale of Hydrocarbons attributable to Lease Burdens (to the extent a Lease Burden burdens the Subject Interests), if not marketed by Grantor or any Affiliate or agent of Grantor and whether received by Grantor, its Affiliates, or not, based on pricing received by Grantor.

“ Memorandum ” shall have the meaning given such term in Section 10.11(b) .

“ Net Acres ” shall mean, with respect to any Lease under which the Subject Interests exist, a number of net acres calculated as (i) the total number of gross acres covered by the Subject Interests existing under such Lease, multiplied by (ii) the lessor’s ownership percentage in the mineral estate with respect to the Subject Formations covered by such Subject Interests multiplied by (iii) the Grantor’s and its Affiliates’ Working Interest with respect to such Subject Interests.

“ NC-Acquired WI ” shall have the meaning given such term in Section 3.5(b) .

“ Non-Affiliate ” shall mean with respect to Grantor, any Person who is not an Affiliate of Grantor.

“ Non-Consent Hydrocarbons ” shall mean those Hydrocarbons produced from a Subject Interest during the applicable period of recoupment or reimbursement pursuant to a Non-Consent Provision covering that Subject Interest, which Hydrocarbons have been relinquished to the consenting party or participating party, other than Grantor or its Affiliates, under the terms of such Non-Consent Provision as the result of an election by Grantor or its Affiliates not to participate in a particular operation, and at such time as Grantor’s or its Affiliates’ back-in interest is applicable (such that Grantor’s or its Affiliates’ interest is entitled to a share of such Hydrocarbons) such Hydrocarbons no longer shall constitute Non-Consent Hydrocarbons.

“ Non-Consent Provision ” shall mean a contractual provision contained in an applicable operating agreement, unit operating agreement, contract for development, or other similar instrument that is a Permitted Lien under clause (e) of the definition of Permitted Lien, which provision covers non-consent operations and provides for relinquishment of Hydrocarbon production by non-consenting or non-participating parties during a period of recoupment or reimbursement of costs and expenses of the consenting or participating parties.

“ Oil ” shall mean crude oil, condensate and other liquid or liquefiable hydrocarbons.

“ ORRI Purchase Notice ” shall have the meaning given such term in Section 5.5(g) .

“ ORRI Purchase Option ” shall have the meaning given such term in Section 5.5(g) .

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“ ORRI Purchase Option Closing ” shall have the meaning given such term in Section 5.5(g) .

“ ORRI Purchase Price ” shall be an amount in cash equal to (i) $10.00 (appropriately adjusted for subdivisions, splits or combinations as provided in the Trust Agreement) multiplied by (ii) the aggregate number of outstanding Units (as such term is defined in the Trust Agreement), other than (A) the Units held of record by Depositor or any Subsidiary of Depositor and (B) Company Convertible Units (as such term is defined in the Trust Agreement), as of the date of the closing of the ORRI Transfer by the Trust.

“ ORRI Transfer ” shall mean any transfer of the Overriding Royalty Interests by the Trust other than a transfer pursuant to Section 5.4 .

“ Outer Continental Shelf Lands Act ” shall mean the Outer Continental Shelf Lands Act of 1953, 43 U.S.C. §§ 1331-1356, as amended.

“ Overriding Royalty Interest ” shall mean an overriding royalty interest as created by each of the Recordable Conveyances delivered to Grantee pursuant to this Master Conveyance.

“ Overriding Royalty Payment Percentage ” shall have the meaning given such term in Section 2.2(b) .

“ Overriding Royalty Percentage ” shall have the meaning given such term in Section 2.2(a) .

“ Permitted Liens ” shall mean, with respect to the Overriding Royalty Interest and the grant of the Overriding Royalty Interest pursuant hereto (in the case of (a), (d), (e)(1), (f), (g), (h), (i), (j) and (k) and (l)) and, with respect to the real property interest on which the Overriding Royalty Interest is granted only and not with respect to the Overriding Royalty Interest (in the case of (b), (c) and (e)(2)):

(a) statutory Liens for taxes, assessments or other governmental charges or levies that are not yet delinquent or that are being contested in good faith by appropriate action;

(b) statutory Liens for operators’, carriers’, warehousemen’s, repairmen’s, mechanics’, materialmen’s, or other like Liens, in each case only to the extent arising by operation of law in the ordinary course of business, that do not secure obligations that are delinquent and that do not in any case secure indebtedness for borrowed money or similar obligations;

(c) Liens and other encumbrances existing on the later of (i) the Effective Date and (ii) the date Grantor acquires its interest in the applicable Subject Interest so long as such Liens and other encumbrances neither (x) secure indebtedness for borrowed money or similar obligations or any obligations of any kind, in each case, of Grantor or its Affiliates that are delinquent, nor (y) prevent Grantee from receiving the Overriding Royalty Interests in accordance with this Agreement and the applicable Recordable Conveyance, or the proceeds thereof;

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(d) royalties, overriding royalties and other similar burdens or encumbrances to the extent they exist as to any Subject Interest as of the date of the Recordable Conveyance of such Subject Interest to the extent such do not prevent Grantee from receiving the Overriding Royalty Interest in accordance with the applicable Recordable Conveyance, or the proceeds thereof;

(e) Liens under operating agreements, unit agreements, unitization and pooling designations and declarations, farmout and farmin agreements, exploration agreements, area of mutual interest agreements, gathering and transportation agreements, processing agreements, and Hydrocarbon purchase contracts, and other contracts (excluding contracts for borrowed money, hedging contracts and other contracts with financial institutions) that (1) have been entered into in the ordinary course of the oil and gas business prior to the time the applicable Recordable Conveyance is first filed of record in the appropriate records of the BOEM or the applicable parish, provided that (i) any such Liens in favor of Grantor or any Affiliate of Grantor are Permitted Liens only to the extent that the Overriding Royalty Interest is expressly excluded therefrom and not subject thereto and (ii) any such Liens that secure obligations that are delinquent as of the date of the Recordable Conveyance conveying the applicable Overriding Royalty Interest are not Permitted Liens or (2) are entered into in the ordinary course of the oil and gas business after the time the applicable Recordable Conveyance is first filed of record in the appropriate records of the BOEM or the applicable parish, provided that (i) any such Liens are Permitted Liens only to the extent that the Overriding Royalty Interest is excluded therefrom and not subject thereto and (ii) any such Liens that secure obligations that are delinquent at the time of the grant of the Overriding Royalty Interest are not Permitted Liens;

(f) easements, surface leases and surface rights, plat restrictions, zoning Laws, restrictive covenants and conditions, and building and other land use Laws and similar encumbrances, none of which materially interferes with the development and operation of the property subject thereto for the production of Hydrocarbons or for the use for which the same are held;

(g) rights vested in or reserved to any Governmental Authority to regulate the Subject Interests, to terminate any right, power, franchise, license or permit afforded by such Governmental Authority, or to purchase, condemn, expropriate or designate a buyer of any of the Subject Interests;

(h) all rights to consent by, required notices to, filings with or other actions by Governmental Authorities in connection with the sale, disposition, transfer or conveyance of federal, state, or other governmental oil and gas leases or interests therein or related thereto, which cannot be unreasonably withheld or where the same are customarily obtained subsequent to the assignment, disposition or transfer of such oil and gas leases or interests therein, or such operations;

(i) required non-governmental third party consents to assignments which have been obtained or waived by the appropriate parties or which need not be obtained prior to an assignment or with respect to which consent cannot be unreasonably withheld

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and preferential rights to purchase which have been waived by the appropriate parties or for which the time period for asserting such rights has expired without the exercise of such rights;

(j) this Agreement;

(k) any Recordable Conveyance; and

(l) Liens created or caused by Grantee.

The references in this definition to Liens and other encumbrances apply only to the extent the same are valid and subsisting, and affect the Subject Interests, and shall not be deemed to recognize or create any rights in third parties.

“ Person ” shall mean an individual, partnership (whether general or limited), corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, bank, joint venture, firm or other entity.

“ Production ” shall mean all Hydrocarbons produced (or allocated or attributed to), saved and sold from the Subject Interests (on a take basis) (for the avoidance of doubt, including, without duplication, Hydrocarbons attributed to the Overriding Royalty Interest or any Lease Burden (to the extent a Lease Burden burdens the Subject Interests)) from and after the Effective Time, but excluding any (i) Hydrocarbons lost, flared or used for operating, development or production purposes in the ordinary course of business within the area covered by such Subject Interests or (ii) Non-Consent Hydrocarbons.

“ Production Costs ” shall have the meaning given such term in Section 4.2 .

“ Production Statement ” shall have the meaning given such term in Section 4.1(a) .

“ Prospect Area ” shall mean each area under the heading “Prospect Area” on Exhibit A .

“ Prospect Area ORRI Average ” means, as to each Prospect Area, Overriding Royalty Interests covering the number of net acres equal to (i) the total number of gross acres covered by the Leases within a Prospect Area under which the Subject Interests exist, to the extent covering the Subject Formations, multiplied by (ii) the lessor’s ownership percentage in the mineral estate with respect to the Subject Formations covered by such Subject Interests multiplied by (iii) the Scheduled Working Interest with respect to such Prospect Area.

“ Prospect Area ORRI Deficiency ” shall be deemed to exist with respect to a Prospect Area when the Overriding Royalty Interests granted with respect to Subject Interests within such Prospect Area cover a number of Net Acres less than the Prospect Area ORRI Average for such Prospect Area. For example, if the Scheduled Working Interest for a Prospect Area is 70% and the gross acres covered by the Leases within a Prospect Area under which the Subject Interests exists, to the extent covering the Subject Formations, are 20,000 and the lessor’s ownership percentage in the mineral estate with respect to the Subject Formations covered by such Subject Interests is 100%, the Prospect Area ORRI Average at that time is 14,000 (20,000 x 100% x 70%). If the Overriding Royalty Interest has been granted under one Subject Interest under a

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Lease of 10,000 acres within such Prospect Area in which Grantor’s and its Affiliates’ Working Interest is 50% and another Subject Interest under a Lease of 10,000 acres (within the same Prospect Area) in which Grantor’s and its Affiliates’ Working Interest is 60% and, in each case, the ownership percentage in the mineral estate with respect to the Subject Formations covered by such Subject Interests is 100%, then the Overriding Royalty Interest will be granted with respect to 11,000 net acres ((10,000 x 100% x 50%) + (10,000 x 100% x 60%)), which is below the Prospect Area ORRI Average and therefore a Prospect Area ORRI Deficiency of 3,000 acres will be deemed to exist. If the Overriding Royalty Interest has been granted under one Subject Interest under a Lease of 20,000 acres within such Prospect Area in which Grantor’s and its Affiliates’ Working Interest is 80% and the lessor’s ownership percentage in the mineral estate with respect to the Subject Formations covered by such Subject Interests is 20%, and another Subject Interest under a Lease covering the same 20,000 acres in which Grantor’s and its Affiliates’ Working Interest is 80% and the lessor’s ownership percentage in the mineral estate with respect to the Subject Formations covered by such Subject Interests is 50%, then the Overriding Royalty Interest will be granted with respect to 11,200 net acres ((20,000 x 20% x 80%) + (20,000 x 50% x 80%)), which is below the Prospect Area ORRI Average and therefore a Prospect Area ORRI Deficiency of 2,800 acres will be deemed to exist.

“ Quarterly Date ” shall mean each January 1, April 1, July 1 and October 1 of each calendar year.

“ Recordable Conveyance ” shall mean a Conveyance of Overriding Royalty Interest, in the form of Exhibit C , between Grantor and Grantee, which assignment is delivered by Grantor to Grantee pursuant to Section 2.1 for filing in the files of the BOEM and/or in those parishes adjacent to or where the Subject Interests are located.

“ Required Consent ” shall have the meaning given such term in Section 9.1(d) .

“ Royalty ” shall have the meaning given such term in Section 2.1(e) .

“ Royalty Company Indemnitees ” shall have the meaning given such term in Section 9.2(a) .

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Scheduled Working Interest ” shall mean, with respect to any Prospect Area listed on Exhibit A , the Working Interest set forth on Exhibit A under the heading “Scheduled Working Interest” that corresponds with such Prospect Area.

“ SI Costs ” shall have the meaning given such term in Section 4.2 .

“ Specified Post-Production Costs ” shall mean any costs incurred for activities downstream of the wellhead for gathering, transporting, compressing, treating, handling, separating, dehydrating or processing the Production prior to sale, provided that (a) such costs are allocated on the same basis as and proportionately with Grantor’s and Grantee’s interests in the Production and the proceeds thereof, and (b) either (i) such costs are charged to Grantor by Non-Affiliates of Grantor or (ii) such costs are charged by Grantor or its Affiliates at current market rates as then available from Non-Affiliates on the same basis as provided in Section 3.2 herein.

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“ Specified Taxes ” shall mean (a) production, severance, sales, excise and other similar taxes assessed upon, otherwise owing with respect to or measured by the amount or value of Hydrocarbons produced or the proceeds from the sale thereof excluding income taxes, and (b) property or ad valorem taxes to the extent assessed on the interests subject to the Overriding Royalty Interest (whether assessed separately or as part of the value of such interests).

“ Subject Formation ” shall mean the geologic formation (or formations) covered by or subject to any Lease the base of which is below 18,000 feet true vertical depth subsea (measured from sea level, whether onshore or offshore), but shall not include (i) perforated intervals shallower than 18,000 feet true vertical depth subsea (measured from sea level, whether onshore or offshore), or (ii) as respects OCS 0310, depths shallower than the salt or salt weld as seen in the South Marsh Island Block 217 No. 234 Well (which are deeper than 18,000 feet true vertical depth subsea measured from sea level).

“ Subject Interests ” shall mean the Existing Subject Interests and all right, title and interest of Grantor and its Affiliates (whether held directly or through an agent or nominee) in, to and under all Add-On Leases insofar, and only insofar, as such right, title and interest of Grantor and its Affiliates in, to and under the Add-On Leases cover Hydrocarbons produced or that may be produced from the Subject Formation(s) from and after the Effective Date and prior to the Termination Date.

“ Termination Date ” shall mean the earlier of (i) the End Date or (ii) such earlier date on which the Trust is dissolved pursuant to the terms of the Trust Agreement; provided the Termination Date for any Overriding Royalty Interest transferred pursuant to Section 5.1 shall be the earlier of (A) the End Date and (B) the ORRI Purchase Option Closing; and provided further that the Termination Date for any Overriding Royalty Interest transferred pursuant to Section 5.4 shall be the End Date.

“ Termination Time ” shall mean 7:00 a.m. Central Time on the Termination Date.

“ Trust ” shall mean the Gulf Coast Ultra Deep Royalty Trust, a Delaware statutory trust.

“ Trust Agreement ” shall mean that certain Amended and Restated Trust Agreement of the Trust dated as of June 3, 2013, by and among Freeport-McMoRan Copper & Gold Inc., as depositor, Grantor, as grantor, and Trustee, as trustee, as it may be amended from time to time.

“ Trustee ” shall mean The Bank of New York Mellon Trust Company, N.A., a national banking association, in its capacity as trustee of the Trust, and any successor trustee of the Trust under the Trust Agreement.

“ Variable Interest ” shall have the meaning given such term in Section 2.2(a) .

“ Well ” shall mean any well completed in any Subject Formation. A Well shall not be considered a Well with respect to any completion not in a Subject Formation.

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“ Working Interest ” shall mean the interest owned in Oil wells, Gas wells, leaseholds or mineral rights (mineral estates) that determines the percentage share of costs borne by the owner of such interest, including working interests, operating rights interests or other cost-bearing interests, and mineral fee or ownership interests.

1.2 References and Titles . All references in this Master Conveyance to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Master Conveyance unless expressly provided otherwise. Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. All references in this Master Conveyance to schedules or exhibits refer to schedules or exhibits to this Master Conveyance unless expressly provided otherwise, and all such schedules and or exhibits are hereby incorporated herein by reference and made a part hereof for all purposes. The words “this Agreement”, “this Master Conveyance”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Master Conveyance as a whole and not to any particular subdivision unless expressly so limited. The words “include” and “including” shall mean “including without limitation”.

ARTICLE II

LIMITED TERM OVERRIDING ROYALTY CONVEYANCE

2.1 Grant of Overriding Royalty Interest; Termination .

(a) Promptly after the Effective Date, Grantor will cause a Recordable Conveyance to be executed by Grantor or its Affiliate, as applicable, delivered to Grantee and filed of record in the appropriate records of the BOEM and in the parishes adjacent to or where the properties subject to each First RC Lease are located, conveying to Grantee an Overriding Royalty Interest in each First RC Lease equal to the Overriding Royalty Percentage.

(b) On or before the first Quarterly Date occurring after the first recording (with the BOEM or the applicable parish) in the name of Grantor or any Affiliate of Grantor of an interest in any ED Unrecorded Lease, but in any event prior to first production of Hydrocarbons from a Well covered by any such Lease if production occurs prior to such Quarterly Date, Grantor will cause a Recordable Conveyance to be executed by Grantor or its Affiliate, as applicable, delivered to Grantee and filed of record in all appropriate records of the BOEM and in the parishes adjacent to or where the properties subject to such ED Unrecorded Lease or Leases are located conveying to Grantee an Overriding Royalty Interest in the applicable ED Unrecorded Leases equal to the Overriding Royalty Percentage.

(c) If Grantor or its Affiliates (directly or through any agent or nominee) enter into or otherwise acquire an interest in any Add-On Lease, on or before the first Quarterly Date occurring after the first recording (with the BOEM or the applicable parish) in the name of Grantor or any Affiliate of Grantor of an interest in such Add-On Lease, and in any event prior to first production of Hydrocarbons from a Well on lands covered by such Add-On Lease if production occurs prior to such Quarterly Date, Grantor will cause a Recordable Conveyance to be executed by Grantor or its Affiliate, as applicable, delivered to Grantee and filed of record in

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all appropriate records of the BOEM and in the parishes adjacent to or where the properties subject to such Add-On Lease or Leases are located conveying to Grantee an Overriding Royalty Interest in the applicable Add-On Leases equal to the Overriding Royalty Percentage.

(d) From and after the first production of Hydrocarbons from any Well, or upon any conveyance by Grantor or its Affiliates of any Working Interest in any Subject Interest (as permitted by Section 2.1(h) ) or upon the application of the last sentence or clause (ii) of the first sentence of Section 2.2(d) or the application of the second sentence of Section 3.5(b) to any NC-Acquired WI, Grantor will from time to time, at the request of Grantee, cause a Recordable Conveyance to be executed by Grantor or its Affiliate, as applicable, delivered to Grantee and filed of record in the appropriate records of the BOEM and the applicable parishes clarifying the Overriding Royalty Percentage or Overriding Royalty Payment Percentage with respect to each Subject Interest to which first production is attributable or which is affected by such conveyance or the application of the second sentence of Section 3.5(b) to any NC-Acquired WI. Grantee shall have the right to request such additional Recordable Conveyances if Grantee deems it reasonably necessary to clarify Grantee’s Overriding Royalty Percentage or Overriding Royalty Payment Percentage in any Well or Subject Interest, whether any change thereto shall have occurred as a result of any conveyance of any Working Interest of Grantor or any Affiliate of Grantor in any Subject Interest or Well (as permitted by Section 2.1(h) ) or otherwise or the application of the second sentence of Section 3.5(b) to any NC-Acquired WI.

(e) Subject to Grantee’s right to take its share of Production in-kind pursuant to Section 2.02 of each Recordable Conveyance, each Overriding Royalty Interest shall entitle Grantee to an amount equal to the applicable Overriding Royalty Payment Percentage of the Gross Proceeds attributable to such Subject Interests for periods from and after the Effective Time applicable to such Subject Interests and through and including the Termination Time (the “ Royalty ”). Grantor shall be responsible for remitting to the appropriate Person all Specified Post-Production Costs and Specified Taxes attributable to Production (excluding Specified Post-Production Costs and Specified Taxes attributable to Production Grantee elects to take in-kind pursuant to Section 2.02 of the Recordable Conveyance). If the Overriding Royalty Interest is applicable with respect to less than all of Grantor’s and its Affiliates’ Working Interest with respect to any Subject Interests as a result of the application of Section 2.2(d) , then an appropriate adjustment to the Royalty shall be made such that the Royalty is calculated with respect to that portion of Grantor’s and its Affiliates’ Working Interest to which the Overriding Royalty Interest applies (giving effect to Section 2.2(d) ).

(f) Each Overriding Royalty Interest will be carved out of the Working Interest of Grantor and its Affiliates at the time the Overriding Royalty Interest is granted and will be free and clear of any burdens or Liens other than Permitted Liens. The Effective Time as defined in each Recordable Conveyance with respect to each Subject Interest (the “ Effective Time ”) will be the date of such Recordable Conveyance, provided if Production with respect to such Subject Interests shall have first occurred prior to the date of such Recordable Conveyance the Effective Time shall be the first day on which Production was first obtained from any such Subject Interest. All Recordable Conveyances with respect to the First RC Leases will be delivered by Grantor concurrently herewith, and each additional Recordable Conveyance required hereunder will be delivered as provided herein and (except as provided in Section 2.1(d)) in any event on or prior to the date on which production of Hydrocarbons was

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first obtained from such Subject Interest (or any Well attributable thereto), or if neither Grantor nor any Affiliate of Grantor has record title to (or any Required Consent applicable to) any Lease that will be subject to such Recordable Conveyance as of the first day on which production of Hydrocarbons was first obtained, then such Recordable Conveyance will be delivered as soon as reasonably practicable after Grantor or any Affiliate of Grantor obtains such record title (or Required Consent) and any delay in delivery will not postpone payments otherwise due hereunder and under such Recordable Conveyance and Grantor will make all such payments as if such Recordable Conveyance had been delivered prior to the first day on which production of Hydrocarbons was first obtained.

(g) The Overriding Royalty Interests shall terminate at the Termination Time, without the requirement of payment by Grantor or any other Person. Upon any termination of the Overriding Royalty Interests, upon the request of Grantor, Grantee shall execute and deliver to Grantor an instrument in form and substance reasonably acceptable to Grantor and Grantee and in recordable form in all applicable jurisdictions in which a Recordable Conveyance shall have been filed of record evidencing the termination of the Overriding Royalty Interests.

(h) Notwithstanding the foregoing and Section 5.2 , from time to time Grantor and its Affiliates may assign a portion of their Working Interest in a Lease to third parties free and clear of the Overriding Royalty Interest to the extent necessary to satisfy the obligations of Grantor and its Affiliates existing as of the date of this Master Conveyance or which may hereafter arise in connection with the good faith efforts of Grantor and its Affiliates to acquire Leases and/or enter into development and participation agreements with respect to the development of the Subject Formations; provided that, no such assignment shall be permitted, and shall be void ab initio , unless:

(i) the prior written consent of Grantee to such assignment shall have been obtained, which consent may be denied in Grantee’s sole discretion; or

(ii) such assignment does not create, or have the effect of creating a Prospect Area ORRI Deficiency; or

(iii) the Net Acres within a Prospect Area after such assignment (or giving effect to such assignment) is less than 100%, but not less than 75%, of the Prospect Area ORRI Average provided, in such event,

(x) the Overriding Royalty Percentage with respect to all Leases within the Prospect Area in which the assigned Lease is located shall be calculated based on the Scheduled Working Interest applicable to such Prospect Area,

(y) the amount of the Overriding Royalty Payment Percentage with respect to all Leases within the Prospect Area in which the assigned Lease is located shall be increased so that the amount of the Royalty paid with respect to such Leases is the same as it would have been had the Net Acres within the Prospect Area following the assignment been equal to the applicable Prospect Area ORRI Average (for example, if the Prospect

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Area ORRI Average is 7200 acres and the resulting Net Acres within the Prospect Area following the assignment is 5400 acres, then the Overriding Royalty Payment Percentage shall be calculated as 5% x (7200/5400) = 6.6667%) and

(z) if a Recordable Conveyance with respect to any such Lease previously shall have been filed, then simultaneously with such assignment Grantor shall cause a Recordable Conveyance to be executed by Grantor or its Affiliate, as applicable, delivered to Grantee and filed of record in the appropriate records of the BOEM and the applicable parishes modifying the Overriding Royalty Percentage in accordance with clause (x) above, if necessary, and increasing the Overriding Royalty Payment Percentage in accordance with clause (y) above with respect to each Lease affected by such conveyance;

provided if any assignment effected in violation of this Section 2.1(h) is held not to be void ab initio as provided above, then the Subject Interest conveyed in violation of this Section 2.1(h) shall be burdened by its proportionate share of the Overriding Royalty Interest as calculated without regard to any such assignment and subject to the terms of this Agreement. This Section 2.1(h) shall not apply to or otherwise restrict any assignment of any Working Interest in any Lease by Grantor to any Affiliate of Grantor, or by any Affiliate of Grantor to Grantor or any other Affiliate of Grantor, that otherwise complies with Section 5.2 .

2.2 Overriding Royalty Percentage .

(a) The “ Overriding Royalty Percentage ” with respect to each Subject Interest shall equal five percent (5%), proportionately reduced to the extent the Subject Interest is less than one hundred percent (100%) of the Working Interest applicable to the Subject Formation under a Lease to which such Subject Interest relates to equal the product of five percent (5%) multiplied by a fraction, the numerator of which is such Working Interest held by Grantor and its Affiliates pursuant to such Subject Interest and the denominator of which is one hundred percent (100%), subject to adjustment as provided in Section 2.1(h)(iii) . In the event that Grantor owns varying Working Interests with respect to any Subject Interest, the Overriding Royalty Percentage for such Subject Interest shall be determined in accordance with the preceding sentence for each portion of such Subject Interest in which Grantor and its Affiliates own a different Working Interest (each, a “ Variable Interest ”) and for each such Variable Interest shall equal the product of five percent (5%) multiplied by a fraction, the numerator of which is the Working Interest held by Grantor and its Affiliates in such Variable Interest and the denominator of which is one hundred percent (100%), subject to adjustment as provided in Section 2.1(h)(iii) .

(b) The “ Overriding Royalty Payment Percentage ” shall be five percent (5%), subject to adjustment as provided in Section 2.1(h)(iii) . As an example, if Grantor owns a 50% Working Interest in a Subject Interest, and total volumes produced from such Subject Interests for the applicable period are equal to 100 barrels, and if the Gross Proceeds with respect to the 50 barrels attributable to Grantor’s Working Interest equal $100, then the Royalty payment would be equal to $5.00 (calculated as 5% (Overriding Royalty Payment Percentage) multiplied by $100).

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(c) The Parties acknowledge that Grantor’s Working Interest in each of the Subject Interests is or may be less than one hundred percent (100)% and the Scheduled Working Interest as to each Prospect Area is estimated to be Grantor’s and its Affiliates’ aggregate Working Interest as to such Prospect Area and all Subject Interests within such Prospect Area after giving effect to any assignment contemplated by Section 2.1(h), excluding Section 2.1(h)(iii) . The final Working Interests owned by Grantor and its Affiliates in the Subject Interests that the Overriding Royalty Interest will burden may vary, based on arrangements made with Grantor’s and its Affiliates’ ultra-deep program participants or replacements and other Working Interest owners in each Prospect Area, as provided in and subject to Section 2.1(h) .

(d) Notwithstanding the foregoing provisions of this Section 2.2 , if the Working Interest of Grantor and its Affiliates in a Subject Interest in which an Overriding Royalty Interest is to be granted to Grantee pursuant to Section 2.1 is greater than the Scheduled Working Interest applicable to the Prospect Area in which such Subject Interest is located, then (i) the Overriding Royalty Percentage with respect to such Subject Interest shall be calculated based on the Scheduled Working Interest or (ii) if at such time a Prospect Area ORRI Deficiency shall exist, the Overriding Royalty Percentage with respect to such Subject Interest shall be calculated based on the Scheduled Working Interest plus that portion of Grantor’s and its Affiliates’ Working Interest in such Subject Interest in excess of the Scheduled Working Interest as necessary to cause such Prospect Area ORRI Deficiency to no longer exist (or if such excess Working Interest is not sufficient to cause the Prospect Area ORRI Deficiency to no longer exist, all of Grantor’s and its Affiliates’ Working Interest in such Subject Interest). In the event the Overriding Royalty Interest is granted based on the Scheduled Working Interest pursuant to clause (i) above and thereafter a Prospect Area ORRI Deficiency exists with respect to the Prospect Area to which such Subject Interest relates, an Overriding Royalty Interest shall be granted by Grantor or its Affiliates, as applicable, with respect to such Working Interests of Grantor and its Affiliates in such a Subject Interest with respect to which the Overriding Royalty Interest was not granted in reliance on clause (i) above as necessary to cause such Prospect Area ORRI Deficiency to no longer exist (or if such excess Working Interest is not sufficient to cause the Prospect Area ORRI Deficiency to no longer exist, all of such excess Working Interest).

2.3 Filing Fees . All documentary, filing and recording fees required to be paid in connection with the filing and recording of the Recordable Conveyances and any related documents shall be paid by Grantor.

2.4 Measurement . Grantor shall install and maintain, or cause to be installed and maintained, at Grantor’s cost, metering facilities at the wellhead or first measuring point past the wellhead for the measurement of all Production. Such measurement facilities shall be equipped with meters of electronic flow measurement devices and samplers as required by applicable Law and as, commonly accepted by the industry and sufficient to accomplish the accurate measurement of Oil and Gas for purposes of calculating the Royalty in accordance with this Master Conveyance, the Recordable Conveyances and applicable Laws. All measurements for purposes of calculating, and calculations of, the Royalty shall be consistent with the methodologies utilized for purposes of calculating the royalties payable to the lessors under the Leases.

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2.5 Counterparts and Recording .

(a) Grantor will execute a sufficient number of original counterparts of each Recordable Conveyance required to be delivered pursuant hereto to allow Grantor to record the required number of counterparts with the BOEM and in each parish in which a Recordable Conveyance is required to be filed. If any counterpart is lost in the process of recording, or insufficient counterparts are executed, Grantor will provide and record a duplicate original counterpart. Following the recording of each Recordable Conveyance with the BOEM and each applicable parish, Grantor shall deliver to Grantee the original recorded Recordable Conveyance or, if originals are not available, a certified copy of each recorded Recordable Conveyance. Following delivery of each Recordable Conveyance, Grantor will consult with Grantee to resolve any questions of Grantee about the information in Exhibit A to such Recordable Conveyance and the calculation of the Overriding Royalty Percentage and the Overriding Royalty Payment Percentage set forth therein.

(b) In the event the BOEM or any parish in which a Recordable Conveyance is required to be filed in accordance with this Agreement requires any additional documentation to effect the grant and conveyance of the Overriding Royalty Interest to be conveyed thereby (including any specified form(s) to obtain the BOEM’s consent to or otherwise effect such grant and conveyance), Grantor shall execute and deliver to Grantee, the BOEM and each applicable parish such additional documentation; provided , as between Grantor and Grantee, such additional documentation shall not convey to Grantee any rights in addition to those rights to which Grantee is entitled pursuant to this Agreement and the Recordable Conveyance.

2.6 Compliance Reports . On or before each Quarterly Date, commencing on the first Quarterly Date occurring after the Effective Date, until the Termination Date, Grantor shall deliver to Grantee a report executed by an officer of Grantor (i) identifying all new wells drilled or participated in by Grantor within a Prospect Area since the prior report, and stating whether upon completion and the commencement of production, such wells will produce Hydrocarbons subject to the Overriding Royalty Interest, and whether such wells are producing and if so the date of first production, (ii) certifying that Grantor has, as of the date of such report, complied with and performed all of Grantor’s obligations pursuant to Section 2.1 of this Agreement, (iii) certifying that Grantor has provided Grantee with copies of all assignments executed by Grantor as permitted by Section 2.1(h) and (iv) identifying all interests that have not yet been conveyed to the Trust via Recordable Conveyance, as provided in Section 9.1(f) .

ARTICLE III

CERTAIN MATTERS RELATED TO THE SUBJECT INTERESTS

3.1 Abandonments . Grantor shall have the right, without the joinder of Grantee, to release, surrender and/or abandon the Subject Interests or any well located therein, or any part thereof or interest therein, in the ordinary course of business, even though the effect of such release, surrender or abandonment will be to release, surrender or abandon that portion of

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the Overriding Royalty Interest affected thereby to the same extent as though Grantee had joined with Grantor therein, (provided for clarity, this Section 3.1 shall not permit (i) any assignment of Grantor’s or its Affiliates’ Working Interests in any Subject Interests (which shall be permitted only as provided in Section 2.1(h)) , or (ii) any release, surrender or abandonment for the primary purpose of causing or effecting a termination of any Overriding Royalty Interest). Grantee shall execute such documentation as is reasonably necessary to evidence the corresponding release, surrender or abandonment of that portion of the Overriding Royalty Interest affected thereby upon receipt of a written request and certification of an officer of Grantor that the release, surrender and/or abandonment is in the ordinary course of business and such documentation is necessary to evidence the corresponding release, surrender or abandonment from Grantor.

3.2 Contracts with Affiliates . Grantor and/or any of its Affiliates may perform services and furnish supplies and equipment that include Specified Post-Production Costs with respect to the Subject Interests; provided that 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 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, point of sale or service, condition of supplies or equipment, and availability of supplies and equipment and such term as Grantor determines in good faith would be utilized by a reasonably prudent operator in obtaining such equipment or services from a Non-Affiliate.

3.3 Right to Use Wellbores . Without joinder or consent of Grantee or notice thereto, Grantor shall have the right to use the wellbore of any well located on the Subject Interest in connection with any reworking, recompletion or side tracking operation conducted with respect to such well, provided if any production of Hydrocarbons from the Subject Formations results from such reworking, recompletion or side tracking operation then the Overriding Royalty Interest shall apply to all Hydrocarbons produced from the Subject Formations through such wellbore.

3.4 Amendment of Drilling or Spacing Units/Unitization . Without joinder or consent of Grantee or notice thereto, Grantor shall have the right and power to unitize or pool all or any portion of the Subject Interests with other areas and to amend or terminate any unitization and/or pooling agreements. If and whenever, through the exercise of this power or pursuant to any law or regulation, or any order of any Governmental Authority, any portion of the Subject Interests is unitized or pooled, the Overriding Royalty Interest, insofar as it relates to such unitized or pooled area, shall be calculated with respect to the Hydrocarbons in proportion to which the affected Subject Interests share in the Hydrocarbons produced from such unitized or pooled area.

3.5 Operations .

(a) It is the express intent of Grantor and Grantee that the Overriding Royalty Interest shall constitute (and this Master Conveyance shall conclusively be construed for all purposes as creating) a single, separate non-operating right with respect to the Subject Interests for all purposes. Without limitation of the generality of the immediately preceding sentence, Grantor and Grantee acknowledge that Grantee has no right or power to participate in the

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selection of a prospect, drilling location, or drilling contractor, to propose the drilling of a well, to determine the timing or sequence of drilling operations, to commence or shut down production, to take over operations, or to share in any operating decision whatsoever. Grantor and Grantee hereby expressly negate any intent to create (and this Master 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. Nothing contained in this Master Conveyance shall be deemed to prevent or restrict Grantor or its Affiliates from electing 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 the Subject Interests (or any portions thereof) and permitting consenting parties to conduct non-consent operations; and the Overriding Royalty Interest shall not apply to any Non-Consent Hydrocarbons, and Grantor shall not have any obligations under Section 4.1(a) with respect to any such Non-Consent Hydrocarbons.

(b) Except as provided in the following sentence, if Grantor elects to acquire additional Working Interest based on one or more non-consent elections by any third Person (other than an Affiliate of Grantor), the additional Working Interest so acquired (“ NC-Acquired WI ”) will not be burdened by the Overriding Royalty Interest. Notwithstanding the foregoing, if the Working Interest of Grantor and its Affiliates (to which the Overriding Royalty Interest applies) in any such non-consent operation in which Grantor or its Affiliates elects to participate (the “ Actual WI ”) is less than the Scheduled Working Interest for the Prospect Area in which such operation is being conducted (and an adjustment has not been made under Section 2.1(h)(iii) to adjust the Overriding Royalty Percentage and Overriding Royalty Payment Percentage to equate to the application of the Overriding Royalty Interest to a Working Interest equal to such Scheduled Working Interest or pursuant to the last sentence of Section 2.2(d) ) , then (a) the Overriding Royalty Interest shall, mutatis mutandis , apply to and burden that portion of the NC-Acquired WI equal to the difference between the Actual WI and the Scheduled Working Interest for the Prospect Area in which such operation is being conducted for so long as Grantor and its Affiliates are entitled to the production from and/or proceeds of the NC-Acquired WI with respect to such operation, (b) Grantor and its Affiliates shall comply with Section 2.1(d) with respect to such NC-Acquired WI to which the Overriding Royalty Interest applies and (c) Grantor and its Affiliates shall not be deemed to have made any representation or warranty under Section 9.1 with respect to any NC-Acquired WI and shall not have any obligation under this Master Conveyance with respect to any Lien on or burdening any NC-Acquired WI other than any such Liens created by, through or under Grantor or its Affiliates.

(c) Subject to Section 5.3 , 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.

3.6 Leases . Grantor shall have (without the further joinder, consent of or notice to Grantee) the right to renew, extend, modify, amend or supplement the Leases in the ordinary course of business with respect to any of the lands or depths covered thereby without the consent of Grantee.

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3.7 Mortgages and Security Interests .

(a) Subject to Section 2.1(h) and Section 3.7(b) , and the requirement in Section 2.1(f) that all Overriding Royalty Interests be conveyed free and clear of all burdens and Liens other than Permitted Liens, nothing herein shall prevent Grantor or its Affiliates from granting a Lien in any interest of Grantor or any of its Affiliates in any property, including the Subject Interests or any Hydrocarbons. Grantor shall have no right to encumber any Overriding Royalty Interest with any Lien.

(b) If Grantor or any of its Affiliates is ever liable for any indebtedness or hedging obligation, Grantor will ensure that (i) with respect to any Lease that is burdened by any Lien or security interest securing such indebtedness or hedging obligation, at least five percent (5%) of Grantor’s rights and interests in such Lease attributable to the Subject Interests is excluded from such lien and security interest and (ii) the terms and conditions of such indebtedness or hedging obligation will not prevent or otherwise restrict Grantor from satisfying its obligations under this Agreement or any Recordable Conveyance and will require any party secured under such arrangement to agree to release its lien or security interest, if any, to the extent required to permit the grant of Overriding Royalty Interest in accordance with the terms hereof.

ARTICLE IV

PAYMENTS

4.1 Payments .

(a) The Royalty shall be payable on the last day of each month in respect of the proceeds of Production received by or on behalf of Grantor or its Affiliates in the immediately preceding month. Such Royalty payment to Grantee shall be accompanied by a certification setting forth the quantity and kind of Production for such previous month (including Production attributable to the Overriding Royalty Interest and any Lease Burdens), the gross sale price thereof, the calculation of the Gross Proceeds received therefrom identifying all Specified Taxes deducted or withheld and all Specified Post-Production Costs debited from the gross sale proceeds, together with a calculation of the Royalty for such previous month (the “ Production Statement ”). All payments of the Royalty shall be made to Grantee by electronic transfer to Grantee’s account, details of which account shall be notified to Grantor by Grantee in writing from time to time. Grantor’s obligations under this Section 4.1(a) shall not apply with respect to Non-Consent Hydrocarbons as provided in Section 3.5(a) .

(b) If at any time Grantor pays Grantee more than the amount then due with respect to the Royalty, Grantee will not be obligated to return any such overpayment, but the amount or amounts otherwise payable for any subsequent period or periods will be reduced by such overpayment.

(c) Any amount owed by Grantor with respect to the Royalty hereunder and not paid by Grantor to Grantee within ten (10) days of its due date shall bear interest at a rate per annum equal to the lesser of (i) the highest, non-usurious rate of interest permitted to be charged

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under applicable law, and (ii) two percent (2%) per annum plus the Agreed Rate at the time payment was due, and such interest shall accrue on such unpaid amount commencing on the date on which such unpaid amount was due until such unpaid amount has been paid in full. Grantor agrees to pay Grantee such interest if applicable pursuant to this Section 4.1(c) .

4.2 Burden-Free Royalty . In no event will Grantee ever be personally liable or obligated to pay, either directly or indirectly, any obligations arising from or related to the development of any of the Subject Interests, including (a) Lease Burdens, (b) taxes, (c) costs, expenses or liabilities for building, constructing, acquiring, exploring, drilling, completing, perforating, equipping, developing, producing, operating, maintaining, reworking, redrilling, recompleting, plugging, abandoning, gathering, transporting, compressing, treating, handling, separating, dehydrating or processing, or any other expenses related or pertaining to operations with respect to the Subject Interests or the handling of Production (“ Production Costs ”) or (d) any costs or expenses of acquiring or disposing of any Subject Interests (“ SI Costs ”), provided that nothing herein shall limit Grantor’s ability to deduct Specified Post-Production Costs and Specified Taxes in calculating Gross Proceeds.

4.3 Tax Withholding . Grantor shall have the right to make any deduction or withholding on account of taxes from all payments of the Royalty due under this Agreement that may be required under the provisions of any applicable Laws in effect as of the time of payment. If Grantee is exempt from deduction or withholding on account of any taxes with respect to the payments of the Royalty, Grantee shall (i) notify Grantor that such exemption is held and of any change to or cancellation of such exemption; and (ii) furnish Grantor with proper documentation evidencing such exemption or any other information that may be required to obtain such exemption. Where applicable, Grantor and Grantee shall cooperate in completing any procedural formalities necessary for Grantor to obtain authorization to make a payment of Royalty without a deduction or withholding on account of any taxes. Where applicable, Grantor shall provide Grantee with all receipts in respect of any amount deducted or withheld on account of any taxes.

ARTICLE V

ASSIGNMENT

5.1 Assignment by Grantee .

(a) Except as provided in Section 5.4 , prior to the fifth anniversary of the Effective Date, Grantee shall not assign any Overriding Royalty Interests. From and after the fifth anniversary of the Effective Date, subject to Section 5.5 , without the prior written consent of Grantor, Grantee may assign or transfer all, but not less than all, of the Overriding Royalty Interests and may assign or transfer its rights and interest in and under this Agreement with respect to the Overriding Royalty Interests to any assignee of the Overriding Royalty Interests; provided that Grantee shall only be entitled to assign the Overriding Royalty Interests and the rights under this Agreement and the Recordable Conveyances to one assignee of Grantee who acquires all of Grantee’s interest in all Overriding Royalty Interests.

(b) No change of ownership or right to receive the Overriding Royalty Interest, however accomplished, shall be binding upon Grantor until notice thereof shall have

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been furnished by the Person claiming the benefit thereof, and then only with respect to payments thereafter made. Notice of sale or assignment of the Overriding Royalty Interest shall consist of a copy of the recorded instrument accomplishing the same; notice of change of ownership or right to receive payment accomplished in any other manner (for example by reason of incapacity, death or dissolution) shall consist of copies of recorded documents and complete proceedings legally binding and conclusive of the rights of all parties. Until such notice shall have been furnished to Grantor as provided above, the payment or tender of all sums payable on the Overriding Royalty Interest may be made in the manner provided in the Recordable Conveyance as if no such change in interest or ownership or right to receive payment had occurred.

5.2 Assignment by Grantor.

(a) Except as permitted by Section 2.1(h) , any assignment by Grantor or its Affiliates of any Subject Interests shall be in accordance with Section 4.01 of the Recordable Conveyance.

(b) Grantor may not convey or assign any of its rights or obligations under this Agreement or any part thereof except in connection with and as part of a transfer of the interest by Grantor or its Affiliates in any Subject Interest. No transfer or assignment of its rights under this Agreement will release or relieve Grantor from its obligations hereunder.

(c) Grantor shall not, and shall not permit any Affiliate of Grantor, to indirectly (by merger, consolidation, disposition of equity or otherwise) effect any conveyance of any interest in any Subject Interest in contravention of this Master Conveyance or any Recordable Conveyance.

5.3 Covenant Running with the Land . Subject to Section 2.1(h), this Agreement, each Recordable Conveyance and the obligations of Grantor under this Agreement and each Recordable Conveyance shall be covenants running with the Leases and the lands covered thereby or subject thereto, and in the event of any transfer of any of Grantor’s interests derived from any Lease (including any judicial or non-judicial foreclosure sale by a receiver or trustee in bankruptcy and the granting of any lien by any court), such transfer will be subject to all obligations of Grantor with respect to this Agreement burdening such Grantor’s interests.

5.4 Special Trust Assignment . Notwithstanding Section 5.5 , if at any time after the Effective Date, Grantor or Depositor shall have been requested to provide financing to the Trust pursuant to Section 7.5 of the Trust Agreement and shall have failed or refused to do so or if the Trustee is permitted pursuant to Section 6.6(b) or Section 12.1 of the Trust Agreement to draw upon the stand-by reserve account or letter of credit provided by Depositor, then, upon thirty (30) days’ written notice to Grantor and an opportunity to cure, Grantee shall, if uncured, be permitted to, without regard to or compliance with Section 5.5 , (a) assign or transfer all, but not less than all, of the Overriding Royalty Interests and assign or transfer its rights and interest in and under this Agreement with respect to the Overriding Royalty Interests to any assignee of the Overriding Royalty Interests and (b) pledge or grant a security interest in or on the Overriding Royalty Interests to any lender providing financing to the Trust pursuant to Section 3.9(b) of the Trust Agreement. Any assignee or lender who acquires any interest in the

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Overriding Royalty Interests pursuant to the exercise of any such rights set forth in clause (a) or (b) shall hold the Overriding Royalty Interests free and clear of the provisions of Section 5.5 and the Termination Date with respect to such Overriding Royalty Interests shall be deemed to be the End Date.

5.5 Preferential Right to Purchase in Favor of Grantor .

(a) Should Grantee receive a bona fide written offer for the acquisition of all of the Overriding Royalty Interests from a third-party not affiliated with Grantor (the “ Third Party Offer ”), which Grantee desires to accept, Grantor shall have a preferential right to purchase the Overriding Royalty Interests on the same terms as those proposed in the Third Party Offer. In such case, Grantee shall give Grantor written notice of the Third Party Offer (the “ Pref Right Notice ”), which notice shall include (i) the purchase price, (ii) the effective date of the acquisition, (iii) a description of all other material terms of the Third Party Offer, and (iv) a copy of the Third Party Offer.

(b) For a period of thirty (30) days from receipt of the Pref Right Notice, Grantor shall have the option to elect to acquire the Overriding Royalty Interests on the same terms as those proposed in the Third Party Offer. Grantor shall advise Grantee of its election to exercise this preferential right to purchase by giving Grantee written notice of such election no later than thirty (30) days following receipt of the Pref Right Notice (the “ Election Notice ”).

(c) If Grantor timely delivers the Election Notice, then Grantor shall be obligated to purchase and Grantee shall be required to convey to Grantor the Overriding Royalty Interests on the price and terms specified in the Third Party Offer. The closing of the acquisition of the Overriding Royalty Interests shall be concluded within a reasonable time, but in no event later than sixty (60) days following Grantee’s receipt of the Election Notice.

(d) Notwithstanding anything in Section 5.1 or Section 5.5 to the contrary, Grantee shall not have the right to accept a Third Party Offer if Grantor has properly elected to exercise a High-Value Call Option or a Low-Value Call Option, as defined and provided for in Section 3.20 of the Trust Agreement, within thirty (30) days from receipt of the Pref Right Notice.

(e) If a Third Party Offer includes consideration other than cash, such non-cash consideration shall be valued at an equivalent cash amount by Grantee in good faith such that the Third Party Offer shall be deemed to be all cash.

(f) If Grantor fails to timely deliver the Election Notice, or Grantor delivers an Election Notice but the closing of the sale of the Overriding Royalty interest to Grantor fails to close within sixty (60) days following Grantee’s receipt of the Election Notice (or such longer period necessitated by the actions of the Grantee or others (excepting Grantor and its Affiliates), including any delay in obtaining any necessary consents or approvals from any third party (other than Grantor or its Affiliates, which consents shall be deemed granted)), then Grantee may transfer the Overriding Royalty Interests pursuant to such Third Party Offer. If the closing of the sale of the Overriding Royalty Interests pursuant to the Third Party Offer does not occur within ninety (90) days after the date Grantee delivers the Pref Right Notice (or such longer period

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necessitated by any delay in obtaining any necessary consents or approvals from any third party (other than Grantor or its Affiliates, which consents shall be deemed granted)), or if the terms of the Third Party Offer are materially altered, then the proposed acquisition of the Overriding Royalty Interests shall be deemed withdrawn and the conveyance of such Overriding Royalty Interests shall again be governed by this Section 5.5 .

(g) If the closing of an ORRI Transfer occurs, then (i) upon the closing of the ORRI Transfer this Agreement shall be amended to state the final ORRI Purchase Price as determined in accordance with this Agreement, and the Memorandum shall be amended to identify such ORRI Purchase Price and (ii) at any time after such closing until the End Date, Grantor shall have the right and option (the “ ORRI Purchase Option ”) to purchase all, but not less than all, of such Overriding Royalty Interests at a price equal to the ORRI Purchase Price. Grantor may exercise the ORRI Purchase Option by providing written notice (the “ ORRI Purchase Notice ”) to Grantee and tendering to Grantee the full ORRI Purchase Price (the time of such tender, the “ ORRI Purchase Option Closing ”) by wire transfer of immediately available funds to the account designated in writing by such Person after receipt of the ORRI Purchase Notice. No ORRI Transfer shall be valid unless it is made pursuant to an agreement binding on the transferee pursuant to which the transferee acknowledges Grantor’s right to purchase all of the Overriding Royalty Interests from such transferee pursuant to the exercise of the ORRI Purchase Option and payment of the ORRI Purchase Price in accordance with the terms of this Section 5.5(g) and agrees to convey the Overriding Royalty Interest to Grantor upon Grantor’s exercise of the ORRI Purchase Option.

ARTICLE VI

ACCESS TO BOOKS AND RECORDS; CONFIDENTIALITY

6.1 Books and Records . Grantor shall keep full, true, and correct records of (i) all transactions required or permitted by this Agreement and (ii) the production and financial information necessary to reflect such transactions, including the production and financial information needed to calculate the Production, including the sales thereof, and Gross Proceeds for each calendar month. At any time prior to the third anniversary of the Termination Date, upon at least five (5) business days’ prior written notice, Grantee may inspect such records and, subject to the provisions of Section 6.2 , take copies at its own cost; provided that no more than one (1) such inspection may be undertaken in any calendar year. Grantor shall maintain all such books and records for a minimum of five (5) years following the Termination Date. At Grantee’s request, subject to the provisions of Section 6.2 , Grantor shall give Grantee and its designated representatives (on behalf of the Trust) reasonable access in Grantor’s office during normal business hours to (A) all geological, Well and production data in Grantor’s possession or Grantor’s Affiliates’ possession, relating to operations on the Subject Interests and (B) 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.

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6.2 Confidentiality .

(a) Any confidential information provided by Grantor to Grantee pursuant to this Master Conveyance shall not be disclosed by Grantee to any third party, except with Grantor’s prior written consent. Notwithstanding the foregoing, Grantee may disclose such information to its representatives or the Trustee’s officers, directors, legal counsel, accountants and advisors (collectively, “ Representatives ”) who, in each case, in Grantee’s reasonable judgment, need to know such information for the purpose of (i) confirming compliance with the terms of this Master Conveyance or (ii) advising the Trustee with respect to any action required by or requested of the Trustee pursuant to this Agreement, any Recordable Conveyance or the Trust Agreement provided that Grantee shall (a) inform each person to whom such information is provided of the confidential nature of such information, (b) take reasonable precautions necessary to prevent the disclosure of such information by such persons to any third party, and (c) be responsible for any breach of this Section 6.2 by any Representatives; provided, however, except as set forth in a Recordable Conveyance, Grantee shall not disclose any information regarding the geographic areas and boundaries covered, and blocks in which each Prospect Area is located to any third party without the prior written consent of Grantor other than to the Trustee’s Representatives as provided above or as required by law, judicial or governmental order, regulatory process, any self-regulatory organization, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process.

(b) If Grantee is requested or required (by law, judicial or governmental order or regulatory process or by any self-regulatory organization, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any confidential information provided by Grantor to Grantee, it is agreed that Grantee will, to the extent legally permitted, provide Grantor with prompt notice of such request or requirement prior to making such disclosure so that Grantor may seek an appropriate protective order and/or waive Grantee’s compliance with this Section 6.2 . Grantee may disclose only that portion of the confidential information that Grantee is advised by its counsel is legally required to be disclosed; provided, that, to the extent legally permitted, Grantee provides Grantor prior written notice of the information to be disclosed as far in advance of its disclosure as is practicable and, upon Grantor’s request, uses reasonable efforts to obtain assurances that confidential treatment will be afforded to such information.

(c) Notwithstanding the foregoing provisions of this Section 6.2 or any other provision hereof, nothing herein shall prevent or restrict Grantee from making any public disclosure of any information Grantee deems to be required or advisable in order to ensure compliance by the Trust with applicable securities laws, or other legal or regulatory requirements or securities exchange listing or quotation system or similar requirements; provided, however, that this sentence shall apply and remain in effect only until the conclusion of the winding up and termination of the Trust (which may be after the Termination Date).

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ARTICLE VII

DISCLAIMERS

7.1 DISCLAIMERS . GRANTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATIVE TO ANY AND ALL FUTURE PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE SUBJECT INTERESTS OR THE ABILITY OR POTENTIAL OF THE SUBJECT INTERESTS TO PRODUCE HYDROCARBONS. GRANTOR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE PRODUCTION WHICH HAS BEEN OR MAY BE PRODUCED FROM THE LEASES, SUBJECT INTERESTS, HYDROCARBONS AND THE OVERRIDING ROYALTY INTEREST.

ARTICLE VIII

TERMINATION

8.1 Termination of Overriding Royalty Interest . On the Termination Date, unless terminated earlier pursuant to the terms and conditions of the Trust Agreement, the Overriding Royalty Interest shall terminate, as provided in Section 2.1(g) .

8.2 Termination of Leases . In the event any individual Lease or Subject Interest (or portion thereof, as applicable) should be released, surrendered or abandoned by Grantor pursuant to Section 3.1 , the Overriding Royalty Interest no longer shall apply to that particular Lease or Subject Interest (or such portion thereof, as applicable). Upon termination of the Overriding Royalty Interest, as above provided, upon request by Grantor, Grantee shall, at Grantor’s expense, execute and deliver such instrument or instruments as may be necessary to evidence the termination of the Overriding Royalty Interest in accordance with Section 3.1 .

ARTICLE IX

REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION, REMEDIES

9.1 Representations, Warranties and Covenants of Grantor . Grantor hereby represents, warrants and covenants to Grantee as follows:

(a) Organization, Good Standing, Etc . Grantor is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware.

(b) Authority . Grantor has taken all necessary action to authorize its execution, delivery and performance of this Agreement and the Recordable Conveyances and has adequate power, authority and legal right to enter into, execute, deliver and perform this Agreement and the Recordable Conveyances.

(c) Legal Requirements . Grantor has all requisite power, approvals, authorizations, consents, licenses, orders, franchises, rights, registrations and permits of all

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Governmental Authorities required in order for Grantor to carry out its duties under the Leases, this Agreement and each Recordable Conveyance; each of the foregoing (if any) is in full force and effect and has been duly and validly issued, and Grantor is in compliance with all terms and conditions of each of the foregoing.

(d) No Consent . No permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by Grantor of this Agreement or any Recordable Conveyance or to consummate any transactions contemplated hereby and thereby, other than as may be necessary to effect any Recordable Conveyance as to any Lease or Subject Interests, (i) consents customarily obtained after assignment, (ii) consents that cannot be unreasonably withheld, insofar in each case as commercially reasonable efforts to obtain such consents are in fact made, and (iii) consents required to effect the conveyance of the Overriding Royalty Interests to be conveyed pursuant to such Recordable Conveyance (such consents as described in this clause (iii), the “ Required Consents ”).

(e) First RC Leases . To Grantor’s knowledge, the First RC Leases constitute all of the Leases held by Grantor and its Affiliates that have been recorded with the BOEM or the applicable parish as of the Effective Date in the name of Grantor or its Affiliates.

(f) Required Consents . Grantor shall use its best efforts to obtain all Required Consents as to each Lease and Subject Interest with respect to which an Overriding Royalty Interest is to be conveyed by a Recordable Conveyance prior to the date such Recordable Conveyance is required to be filed in accordance with Section 2.1(a) , (b)  or (c)  of this Agreement (and shall continue such efforts thereafter if such consent shall not have been obtained until such consent shall have been obtained). To the extent any Required Consent shall not have been obtained with respect to any Lease or Subject Interests as of the time the Recordable Conveyance for such Lease or Subject Interests is required to be filed in accordance with Section 2.1(a) , (b)  or (c)  of this Agreement, then the Overriding Royalty Interests with respect to such Lease or Subject Interests shall not be conveyed until such time as such Required Consent shall have been obtained and, until such time as such Required Consent shall have been obtained and the Recordable Conveyance with respect to such Lease or Subject Interests has been filed in accordance herewith, such Overriding Royalty Interests with respect to such Lease or Subject Interests shall be held by Grantor in trust for the benefit of Grantee under this Agreement and shall be subject to Section 9.2(b)(ii) ; provided that, as to any amounts so held in trust by Grantor, Grantor shall pay all such amounts held by Grantor to Grantee upon demand of Grantee and any such payment shall be deemed satisfaction of Grantor’s indemnity obligations to Grantee for amounts so held in trust, up to the amounts paid.

(g) Indirect Ownership . Grantor is not a partner, member, shareholder or other equity owner of any Person that owns an interest in any Lease other than an Affiliate of Grantor. Grantor shall not, after the date hereof, acquire an equity interest in any partnership, limited liability company, corporation or other Person, other than an Affiliate of Grantor, for the purpose of acquiring an indirect interest in any Lease. Any interest in Leases shall be acquired by Grantor directly or through an Affiliate of Grantor.

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9.2 Indemnity .

(a) As used herein, “ Royalty Company Indemnitees ” shall mean Grantee, the Trustee, their successors and assigns, their respective Affiliates, and all of their respective partners, members, shareholders, officers, directors, agents, representatives, beneficiaries, trustees, and employees and their respective successors, assigns and Affiliates.

(b) Grantor, with respect to any Subject Interests or Well in which Grantor has granted an Overriding Royalty Interest, will defend, indemnify and hold each Royalty Company Indemnitee harmless from and against all claims, demands, damages, liabilities, liens, fines, penalties, charges, administrative and judicial proceedings, orders, judgments, remedial action requirements, investigations, and enforcement actions of any kind, together with all interest thereon and all costs and expenses related thereto (including fees and disbursements of counsel and other advisors) and all other obligations whatsoever (collectively, “ Claims ”) arising, in whole or in part, directly or indirectly, from or in connection with any claim or demand asserted by any Person (other than by any Royalty Company Indemnitee against any Royalty Company Indemnitee), including any claim or demand related to any of the following:

(i) Lease Burdens, Specified Taxes not remitted by Grantor to the appropriate Person, Production Costs and SI Costs, provided that nothing herein shall limit Grantor’s ability to deduct Specified Post-Production Costs and Specified Taxes in calculating Gross Proceeds, and

(ii) all amounts by which the payments payable to Grantee with respect to any Overriding Royalty Interest pursuant to the terms of this Master Conveyance or any Recordable Conveyance are (i) reduced or otherwise used to satisfy any Lien (including any Permitted Lien other than an Excepted Permitted Lien) or encumbrance on the Working Interest of Grantor or any of its Affiliates in any Lease other than an Excepted Permitted Lien, including amounts used to satisfy any obligations or liabilities described in Section 3.7 , (ii) reduced or adversely affected by the reduction in any Grantor’s or its Affiliates’ Working Interest to an amount less than the Scheduled Working Interest as a result of any violation of this Agreement by Grantor, including the proviso in Section 2.1(h) , or (iii) reduced or adversely affected by any failure of Grantor to have obtained any Required Consent with respect to any Lease or Subject Interests.

(c) THE FOREGOING INDEMNITY WILL APPLY WHETHER OR NOT ARISING OUT OF THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY ROYALTY COMPANY INDEMNITEE, GRANTOR, OR ANY OTHER PERSON, AND WILL APPLY, WITHOUT LIMITATION, TO ANY CLAIM AGAINST OR LIABILITY IMPOSED UPON ANY ROYALTY COMPANY INDEMNITEE, GRANTOR, OR ANY OTHER PERSON AS A RESULT OF ANY THEORY OF STRICT LIABILITY OR ANY OTHER DOCTRINE OF LAW , provided that the foregoing indemnity will not apply to any Claims incurred by any Royalty Company Indemnitee to the extent proximately caused by the gross negligence or willful misconduct of such Royalty Company Indemnitee. The rights of the Royalty Company Indemnitees under this Section 9.2 will survive any termination of this Agreement and will be in

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addition to, and not in replacement or limitation of, all other indemnities, reimbursement rights, and other similar rights and assurances at any time made by Grantor for the benefit of any Royalty Company Indemnitee.

(d) If any action or proceeding shall be brought or asserted against any Royalty Company Indemnitee in respect of which indemnity may be sought from Grantor pursuant to this Section 9.2 , of which such Royalty Company Indemnitee shall have received notice, the Royalty Company Indemnitee shall promptly notify Grantor in writing, and Grantor shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Royalty Company Indemnitee and the payment of all costs and expenses; provided, however, that the failure so to notify Grantor of the commencement of any such action or proceeding shall not relieve Grantor from any liability that it may have to any Royalty Company Indemnitee except to the extent that Grantor is prejudiced or damaged by the failure to receive prompt notice. The Royalty Company Indemnitee shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Royalty Company Indemnitee unless (a) Grantor has agreed to pay such fees and expenses, (b) Grantor shall have failed to assume the defense of such action or proceeding and employ counsel reasonably satisfactory (including the qualifications of such counsel) to the Royalty Company Indemnitee on any such action or proceeding or (c) the named parties to any such action or proceeding include both the Royalty Company Indemnitee and Grantor and the Royalty Company Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to such Royalty Company Indemnitee that are different from or in addition to those available to Grantor or any other Royalty Company Indemnitee (in which case, if the Royalty Company Indemnitee notifies Grantor in writing that it elects to employ separate counsel at the expense of Grantor, Grantor shall not have the right to assume the defense of such action or proceeding on behalf of the Royalty Company Indemnitee and the Royalty Company Indemnitee may employ such counsel for the defense of such action or proceeding as is reasonably satisfactory to Grantor; it being understood, however, that except in the case of the addition of counsel caused by the existence or development of a conflict rendering unified representation impermissible or unadvisable, Grantor shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys for the Royalty Company Indemnitees at any time). Grantor shall not be liable for any settlement of any such action or proceeding effected without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of Grantor, but, if settled with such written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, Grantor agrees (to the extent stated above) to indemnify and hold harmless each Royalty Company Indemnitee from and against any expenses by reason of such settlement or judgment.

ARTICLE X

MISCELLANEOUS

10.1 Governing Law . This Master Conveyance shall be construed and enforced in accordance with and governed by the laws of the State of Louisiana and the laws of the United States of America, except that, to the extent that the law under the Outer Continental Shelf Lands

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Act requires that the law of a state adjacent to which the Subject Interests are located (or which is otherwise applicable to a portion of the Subject Interests) necessarily governs with respect to procedural and substantive matters relating to the Overriding Royalty Interest, the law of such state shall apply as to that portion of the Subject Interests located adjacent to or in (or otherwise subject to the laws of) such state.

10.2 No Personal Liability by Grantee . The parties acknowledge that the Overriding Royalty Interest is a non-operating interest and that Grantee owns such interest, free from the payment by Grantee of the costs, risk and expense of production (provided the Royalty shall be subject to Specified Post-Production Costs and Specified Taxes as provided in Section 2.1(e) ). Notwithstanding anything to the contrary contained in this Master Conveyance, Grantee shall never personally be responsible for paying any part of the costs, expenses or liabilities incurred in connection with the operating, owning and/or maintaining of the Subject Interests, including any Specified Taxes or Specified Post-Production Costs (which shall be deducted from Gross Proceeds and paid by Grantor as provided in Section 2.1(e) ).

10.3 Nature of Overriding Royalty Interest; Intentions of the Parties . Each Overriding Royalty Interest shall constitute, and each Recordable Conveyance shall be an absolute conveyance of, a real (immovable) property interests and right. Nothing herein contained shall be construed to constitute either party hereto (under state law, for tax purposes or otherwise) the agent of, or in partnership with, the other party. If, however, the parties hereto are deemed to have entered into a relationship that constitutes a partnership for federal income tax purposes, the parties hereby elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and agree not to take any position inconsistent with such election. IN ADDITION, THE PARTIES HERETO INTEND THAT THE OVERRIDING ROYALTY INTEREST SHALL AT ALL TIMES BE TREATED (a) FOR FEDERAL INCOME TAX PURPOSES AS AN OVERRIDING ROYALTY INTEREST OR, IF REQUIRED BY APPLICABLE LAW, AS A “PRODUCTION PAYMENT” UNDER SECTION 636(a) OF THE CODE AND (b) AS AN INTEREST IN REAL OR IMMOVABLE PROPERTY AND REAL RIGHT, AND, IN ACCORDANCE THEREWITH AND THE TERMS OF THIS MASTER CONVEYANCE, GRANTEE SHALL LOOK EXCLUSIVELY TO THE HYDROCARBONS PRODUCED FROM THE SUBJECT INTERESTS FOR THE SATISFACTION AND REALIZATION OF THE OVERRIDING ROYALTY INTEREST. THE PARTIES HERETO AGREE TO FILE ALL APPLICABLE TAX RETURNS IN ACCORDANCE WITH THE INTENDED TAX TREATMENT STATED ABOVE. ALL PROVISIONS OF THIS MASTER CONVEYANCE AND THE RECORDABLE CONVEYANCE SHALL BE CONSTRUED AND TREATED ACCORDINGLY.

10.4 Notices . All notices, consents and other communications under this Master Conveyance shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when sent by telecopier (with receipt confirmed), (c) when received by the addressee, if sent by a nationally recognized express delivery service or (d) upon receipt after being mailed by certified or registered mail; in each case to the appropriate addresses and telefax numbers set forth below (or to such other addresses and telefax numbers as a party may designate as to itself by notice to other party):

if to Grantor:

McMoRan Oil & Gas LLC

1615 Poydras Street

New Orleans, LA 70112

Attention: General Counsel

Facsimile: (504) 582-4155

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with a copy to:

Jones Walker LLP

201 St. Charles Avenue

New Orleans, LA 70170

Attention: David M. Hunter

Facsimile: (504) 582-8583

if to Grantee:

Gulf Coast Ultra Deep Royalty Trust

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

Institutional Trust Services

919 Congress Avenue, Suite 500

Austin, Texas 78701

Attention: Mike J. Ulrich

Facsimile: (512) 479-2253

with a copy to:

Bracewell & Giuliani

111 Congress Avenue, Suite 2300

Austin, Texas 78701

Attention: Thomas W. Adkins

Facsimile: (512) 479-3940

A copy of this Master Conveyance has been retained by Grantor and Grantee, and upon the receipt of a request from any party for a copy of this Master Conveyance, Grantor and Grantee are each hereby authorized to deliver a copy of this Master Conveyance directly to such requesting party; provided , however , that Grantee shall provide a copy of any such request, together with a copy of the letter transmitting this Master Conveyance to any such requesting party, to Grantor within five (5) business days after sending such copy to the requesting party and Grantor agrees to provide a copy of such request, together with a copy of the letter transmitting this Master Conveyance to any such requesting party, to Grantee within five (5) business days after sending such copy to the requesting party.

10.5 Amendments . Except as expressly set forth in this Master Conveyance, this Master Conveyance and the Recordable Conveyance may be amended, modified or waived only by the written agreement executed by each of Grantor and Grantee. No waiver of any of the provisions of this Master Conveyance shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

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10.6 Counterparts . This Master Conveyance may be executed by Grantor and Grantee in any number of counterparts, each of which shall be deemed to be an original instrument, but all of which together shall constitute one and the same instrument.

10.7 Binding Effect . All the covenants and agreements of Grantor herein contained shall be deemed to be covenants running with Grantor’s interest in 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.

10.8 Partition . Grantor and Grantee acknowledge that Grantee has no right or interest that would permit it to partition any portion of the Subject Interests, and Grantee waives any such right.

10.9 Partial Invalidity . In the event any provision contained in this Master Conveyance shall for any reason be held to be invalid, illegal or unenforceable by a Governmental Authority, then (to the extent permitted under applicable law) such invalidity, illegality or unenforceability shall not affect any of the remaining provisions of this Master Conveyance which shall remain in full force and effect.

10.10 Effective Date . This Master Conveyance is effective for all purposes (the “ Effective Date ”) as of June 3, 2013.

10.11 Recording .

(a) It is not the intent of Grantor and Grantee to file this Master Conveyance in the records of the BOEM or in the parishes adjacent to or where the Subject Interests are located but to record the Recordable Conveyances for filing in such records. In addition to such Recordable Conveyances (without creating any additional covenants, warranties or representations of or by Grantor), Grantor covenants and agrees to execute and deliver to Grantee all such other and additional assignments, instruments and other documents and to do all such other acts and things as may be necessary more fully to vest in Grantee record title to the Overriding Royalty Interest. Such separate or additional assignments and the Recordable Conveyances: (a) shall evidence the assignment of the Overriding Royalty Interest herein made or intended to be made; (b) shall not modify any of the terms and covenants herein set forth and shall not create any additional representations or covenants of or by Grantor to Grantee; (c) shall be deemed to contain all of the terms and provisions hereof, as fully and to all intents and purposes as though the same were set forth at length in the separate assignments; and (d) to the extent required by Law, shall be on forms prescribed, or may otherwise be on forms suggested, by the appropriate Governmental Authorities. In the event any term or provision of any separate or additional assignment or the Recordable Conveyances should be inconsistent with or conflict with the terms or provisions of this Master Conveyance, the terms and provisions of this Master Conveyance shall control and shall govern the rights, obligations and interests of the parties hereto, their successors and assigns.

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(b) Upon execution of this Master Conveyance, Grantor and Grantee shall execute a memorandum in the form of Exhibit D attached hereto (the “ Memorandum ”) and file such memorandum in the real property records of the parishes adjacent to or where the Existing Subject Interests are located, and upon the acquisition of any Add-On Lease after the Effective Date Grantor shall provide written notice to Grantee of such acquisition and the parish adjacent to or where the Add-On Lease is located and Grantor and Grantee shall cause a Memorandum to be filed in the real property records of such parish if the Memorandum is not then filed in such real property records of such parish or an amendment to the Memorandum to be filed in the real property records of such parish if the Memorandum has previously been filed in such real property records of such parish.

10.12 No Third Party Beneficiaries . Nothing in this Master Conveyance shall entitle any Person other than Grantor, Grantee and, solely with respect to Section 9.2 , any Royalty Company Indemnitee to any claims, cause of action, remedy or right of any kind. Any action that Grantee is authorized to undertake pursuant to this Master Conveyance or any Recordable Conveyance may be undertaken by the Trustee on Grantee’s behalf or by any other agent or representative of Grantee or Trustee.

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

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IN WITNESS WHEREOF, Grantor and Grantee have executed this Master Conveyance on this 3rd day of June, 2013.

S IGNATURE P AGE TO

M ASTER C ONVEYANCE OF O VERRIDING R OYALTY I NTEREST

A-1

B-1

2

EXHIBIT C

Form of Recordable Conveyance

C-1

CONVEYANCE OF OVERRIDING ROYALTY INTEREST

From

McMoRan OIL & GAS LLC

“Grantor”

To

GULF COAST ULTRA DEEP ROYALTY TRUST

“Grantee”

Dated

            , 20    

CONVEYANCE OF

OVERRIDING ROYALTY INTEREST

THIS CONVEYANCE OF OVERRIDING ROYALTY INTEREST (this “ Conveyance ”), made effective as of the Effective Time, is from McMoRan OIL & GAS LLC , a Delaware limited liability company, whose mailing address is 1615 Poydras Street, New Orleans, Louisiana 70112, and whose last four digits of its Federal Tax I.D. Number are 2657 (“ Grantor ”), to GULF COAST ULTRA DEEP ROYALTY TRUST , a statutory trust created under the laws of the State of Delaware, whose mailing address is c/o The Bank of New York Mellon Trust Company, N.A., as Trustee, 919 Congress Avenue, Austin, Texas 78701 and whose last four digits of its Federa1 Tax I.D. Number are 8579 (“ Grantee ”).

WHEREAS, capitalized terms as used herein shall have the meanings given to them in Article V hereof unless otherwise defined herein.

WHEREAS, Grantor is the present holder, of record, of a working interest under each of the Leases listed on Exhibit A ; and

WHEREAS, in accordance with the Master Conveyance, Grantor desires to convey to Grantee an overriding royalty interest in production of Hydrocarbons from the Leases as set forth herein; and

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:

ARTICLE I

CONVEYANCE

Section 1.01. Conveyance . For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration to Grantor cash in hand paid by Grantee, the receipt and sufficiency of which is hereby acknowledged, Grantor hereby GRANTS, BARGAINS, SELLS, CONVEYS, ASSIGNS, SETS OVER, AND DELIVERS unto Grantee, its successors and assigns, effective as of the Effective Time, a term overriding royalty interest equal to the Overriding Royalty Percentage of all Hydrocarbons produced or that may be produced and saved from each of the Leases, insofar, and only insofar, as such Hydrocarbons are produced from the Subject Formations, which overriding royalty interest shall burden the Subject Interests and be satisfied out of Production and the proceeds thereof until such overriding royalty interest terminates at the Termination Time, together with all and singular the rights and appurtenances thereto in anywise belonging (the “ Overriding Royalty Interest ”).

TO HAVE AND TO HOLD the Overriding Royalty Interest unto Grantee, its successors and assigns forever, subject to the following terms, provisions and conditions. This Conveyance is an absolute conveyance of an immovable property interest and a real right.

Section 1.02. Non-Operating, Non-Expense-Bearing Interest . In no event will Grantee ever be personally liable or obligated to pay, either directly or indirectly, any obligations arising from or related to the development of any of the Subject Interests, including (a) Lease Burdens, (b) taxes, (c) costs, expenses or liabilities for building, constructing, acquiring,

exploring, drilling, completing, perforating, equipping, developing, producing, operating, maintaining, reworking, redrilling, recompleting, plugging, abandoning, gathering, transporting, compressing, treating, handling, separating, dehydrating or processing, or any other expenses related or pertaining to operations with respect to the Subject Interests or the handling of Production or (d) any costs or expenses of acquiring or disposing of any Subject Interests, provided that nothing herein shall limit Grantor’s ability to deduct Specified Post-Production Costs and Specified Taxes in calculating Gross Proceeds.

Section 1.03. Royalty . Subject to Grantee’s right to take its share of Production in-kind pursuant to Section 2.02 of this Conveyance, the Overriding Royalty Interest shall entitle Grantee to an amount equal to the applicable Overriding Royalty Payment Percentage (as set forth in Exhibit A for each Lease) of the Gross Proceeds attributable to each Lease for periods from and after the Effective Time and through and including the Termination Time (the “ Royalty ”). Grantor shall be responsible for remitting to the appropriate Person all Specified Post-Production Costs and Specified Taxes attributable to Production (excluding Specified Post-Production Costs and Specified Taxes attributable to Production Grantee elects to take in-kind pursuant to Section 2.02 of this Conveyance).

Section 1.04. Marketing of Overriding Royalty Hydrocarbons . Except to the extent Grantee has elected to take Overriding Royalty Hydrocarbons in kind, Grantor shall market or cause to be marketed the Overriding Royalty Hydrocarbons on the same basis as Grantor’s share of Production.

Section 1.05. Termination; Abandonment .

(a) The Overriding Royalty Interest shall terminate at the Termination Time, without the requirement of payment by Grantor or any other Person. The termination of the Overriding Royalty Interest shall not release Grantor of any obligation under this Conveyance or the Master Conveyance with respect to any actions or obligations hereunder or thereunder related to any period prior to the Termination Time.

(b) Upon termination of the Overriding Royalty Interest as provided in this Section 1.05 , upon the request of Grantor, Grantee shall execute and promptly deliver to Grantor an instrument, which shall be prepared and provided to Grantee by Grantor, in form and substance reasonably acceptable to Grantor and Grantee and in recordable form in all applicable jurisdiction in which this Conveyance has been filed of record evidencing the termination of such Overriding Royalty Interest.

(c) If any individual Lease (or portion thereof, as applicable) should expire before the date of any other Lease, the Overriding Royalty Interest shall remain in full force and effect and undiminished as to all remaining Leases (and the remainder portion of such Lease, as applicable) and, in regards to any partial expiration, all Subject Interests with respect to which such Lease has not expired.

Section 1.06. Pooling or Unitization by Grantor . Without joinder or consent of Grantee or notice thereto, Grantor shall have the right and power to unitize or pool all or any portion of the Subject Interest with other areas and to amend or terminate any unitization and/or

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pooling agreements. If and whenever, through the exercise of this power or pursuant to any law or regulation, or any order of any Governmental Authority, any portion of the Subject Interests is unitized or pooled, the Overriding Royalty Interest, insofar as it relates to such unitized or pooled area, shall be calculated with respect to the Hydrocarbons in the proportion to which the affected Subject Interests share in the Hydrocarbons produced from such unitized or pooled area.

Section 1.07. Operations . It is the express intent of Grantor and Grantee that the Overriding Royalty Interest shall constitute (and this Conveyance shall conclusively be construed for all purposes as creating) a single, separate non-operating right with respect to the Subject Interests for all purposes.

ARTICLE II

PAYMENT

Section 2.01. Payment .

(a) The Royalty shall be payable on the last day of each month in respect of the proceeds of Production received by or on behalf of Grantor or its Affiliates in the immediately preceding month. Each Royalty payment to Grantee shall be accompanied by a certification setting forth the quantity and kind of Production for such previous month (including Production attributable to the Overriding Royalty Interest and any Lease Burdens), the gross sale price thereof, the calculation of the Gross Proceeds received therefrom identifying all Specified Taxes deducted or withheld and all Specified Post-Production Costs debited from the gross sale proceeds, together with a calculation of the Royalty for such previous month. All payments of the Royalty shall be made to Grantee by electronic transfer to Grantee’s account, details of which account shall be notified to Grantor by Grantee in writing from time to time. Grantor’s obligations under this Section 2.01(a) shall not apply with respect to Non-Consent Hydrocarbons as provided in Section 2.01(d) .

(b) If at any time Grantor pays Grantee more than the amount then due with respect to the Royalty, Grantee will not be obligated to return any such overpayment, but the amount or amounts otherwise payable for any subsequent period or periods will be reduced by the amount of such overpayment.

(c) Any amount owed with respect to the Royalty hereunder and not paid within ten (10) days of its due date shall bear interest at a rate per annum equal to the lesser of (i) the highest, non-usurious rate of interest permitted to be charged under applicable law, and (ii) two percent (2%) per annum plus the Agreed Rate at the time payment was due, and such interest shall accrue on such unpaid amount commencing on the date that on which such unpaid amount was due until such unpaid amount has been paid in full. Grantor agrees to pay Grantee such interest, if applicable, pursuant to this Section 2.01(c) .

(d) Nothing contained in this Conveyance shall be deemed to prevent or restrict Grantor or its Affiliates from electing 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 the Subject Interests (or any portions thereof) and

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permitting consenting parties to conduct non-consent operations; and the Overriding Royalty Interest shall not apply to any Non-Consent Hydrocarbons, and Grantor shall not have any obligations under Section 2.01(a) with respect to any such Non-Consent Hydrocarbons.

Section 2.02. Delivery to Grantee . Grantee shall have the right at any time by notice to Grantor to elect to take the Overriding Royalty Hydrocarbons in kind. Upon election by Grantee to receive the Overriding Royalty Hydrocarbons in kind, effective as of 7:00 a.m., Central Time, on the first day of the second calendar month following the date of such election, the Overriding Royalty Hydrocarbons shall be delivered to Grantee, or to the credit of Grantee, into the facilities of the First Transporter or first purchaser at the delivery points. As between Grantor and Grantee, Grantor shall be in exclusive control and possession of the Overriding Royalty Hydrocarbons delivered hereunder, provided Grantee shall bear the risk of loss of any such Hydrocarbons prior to delivery to Grantee as provided in the preceding sentence and Grantor shall not have any liability to Grantee for any such loss, and after delivery of such Hydrocarbons to Grantee at the delivery points Grantee shall be deemed to be in exclusive control and possession thereof and responsible for any loss, injury, or damage caused thereby. To the extent it has the right to do so, Grantor hereby grants to Grantee easements and rights-of-way over and across the Leases and lands pooled, communitized and/or unitized therewith, together with rights of ingress and egress, for the purposes of receiving, accepting, and taking Overriding Royalty Hydrocarbons at the delivery points; provided Grantee shall be responsible for and shall hold Grantor harmless from any loss resulting from any use. Notwithstanding any provisions of this Conveyance, the Master Conveyance or the Trust Agreement to the contrary, Grantee shall not be permitted to elect to take Production in kind pursuant to this Section 2.02 unless it has previously agreed to bear, and does in fact bear, its share of Specified Post-Production Costs and Specified Taxes, and all other costs and expenses which may otherwise be borne by Grantor which are in excess of the costs and expenses Grantor would otherwise bear if Grantee had not exercised such right to take in kind.

ARTICLE III

DISCLAIMER OF WARRANTIES AND SUBROGATION

Section 3.01. Disclaimer . GRANTOR MAKES NO, AND EXPRESSLY DISCLAIMS AND NEGATES ANY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO TITLE TO ANY OF THE SUBJECT INTERESTS . To the extent of the Overriding Royalty Interest Percentage, however, this Conveyance is made with full substitution and subrogation of Grantee in and to all covenants, representations and warranties given or made by Grantor’s predecessors in title and Grantee is specifically subrogated to all rights which Grantor may have against its predecessors in title, to the extent that Grantor may legally transfer such rights and grant such subrogation. Nothing in this Section 3.01 , however, shall be deemed to qualify, increase, limit or release any rights, indemnities or remedies provided under the Master Conveyance, including Section 9.2 thereof. The Overriding Royalty Interest granted herein is based on Grantor’s Working Interest, without regard to Grantor’s net revenue interest. All burdens on and reductions in Grantor’s net revenue interest are for Grantor’s sole account, and the Overriding Royalty Interest will not be reduced based on the amount of or any burden on Grantor’s net revenue interest.

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Section 3.02. Covenant to Remove Non-Permitted Liens . Grantor represents to Grantee that, to the knowledge of Grantor, the Overriding Royalty Interest is free and clear of any burden or Lien other than Permitted Liens. If at any time the Overriding Royalty Interest is ever subject to any Lien other than an Excepted Permitted Lien, then Grantor will promptly cause such Lien to be removed or released at no cost to Grantee.

ARTICLE IV

TRANSFER

Section 4.01. Transfer by Grantor . Except as expressly permitted by Section 2.1(h) of the Master Conveyance, (i) each transfer by Grantor of any interest in any Subject Interest shall be accompanied by an assignment of its obligations under the Master Conveyance and this Conveyance applicable to such Subject Interests and (ii) any assignment or transfer by Grantor of its interest in any Subject Interest or any rights or obligations under this Conveyance shall not be effective unless and until the assignee of such interest and obligations has executed and delivered to Grantor and Grantee an assignment or novation agreement, pursuant to which such assignee assumes all (or an undivided percentage interest commensurate with that portion of Grantor’s interest in the Subject Interest being acquired) of the obligations of the Grantor pursuant to this Conveyance and the Master Conveyance, insofar as same relate to the interest so conveyed, including, without limitation of the foregoing, this restriction upon assignment. No transfer or assignment of its rights under this Conveyance will release or relieve Grantor from its obligations hereunder or under the Master Conveyance. Notwithstanding the foregoing, Grantor shall be permitted to grant additional Lease Burdens with respect to the Subject Interests after the date this Conveyance is filed with the BOEM and each applicable parish in accordance with Section 2.1 of the Master Conveyance so long as any such Lease Burdens are subordinate to, and do not otherwise diminish, the rights of Grantee with respect to the Overriding Royalty Interest.

Section 4.02. Transfer by Grantee .

(a) Except as provided in Section 5.4 of the Master Conveyance, prior to the fifth anniversary of the Effective Date, Grantee shall not assign any Overriding Royalty Interests. From and after the fifth anniversary of the Effective Date, subject to Section 5.5 of the Master Conveyance, without the prior written consent of Grantor, Grantee may assign or transfer all, but not less than all, of the Overriding Royalty Interests and may assign or transfer its rights and interest in and under this Conveyance with respect to any Overriding Royalty Interest to any assignee of such Overriding Royalty Interest; provided that Grantee shall only be entitled to assign the Overriding Royalty Interests and the rights under this Conveyance to one assignee of Grantee who acquires all of Grantee’s interest in the Overriding Royalty Interests granted hereby (and, as provided in Section 5.1(a) of the Master Conveyance, all of Grantee’s interests in all other Overriding Royalty Interests, as defined in and granted pursuant to the Master Conveyance).

(b) No change of ownership or right to receive the Overriding Royalty Interest, or of any part thereof, however accomplished, shall be binding upon Grantor until notice thereof shall have been furnished by the Person claiming the benefit thereof, and then only with respect to payments thereafter made. Notice of sale or assignment of the Overriding Royalty Interest shall

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consist of a copy of the recorded instrument accomplishing the same; notice of change of ownership or right to receive payment accomplished in any other manner (for example by reason of incapacity, death or dissolution) shall consist of copies of recorded documents and complete proceedings legally binding and conclusive of the rights of all parties. Until such notice shall have been furnished to Grantor as provided above, the payment or tender of all sums payable on the Overriding Royalty Interest may be made in the manner provided in this Conveyance as if no such change in interest or ownership or right to receive payment had occurred.

Section 4.03. Covenant Running with the Land . The Master Conveyance, this Conveyance and the obligations of Grantor under the Master Conveyance and this Conveyance shall be covenants running with the Leases and the lands covered thereby or subject thereto, and in the event of any transfer of any of Grantor’s interests derived from any Lease (including any judicial or non-judicial foreclosure sale by a receiver or trustee in bankruptcy and the granting of any lien by any court), such transfer will be subject to all obligations of Grantor with respect to the Master Conveyance and this Conveyance burdening such Grantor’s interests.

Section 4.04. Preferential Right to Purchase in Favor of Grantor . Should Grantee receive a bona fide written offer for the acquisition of all of the Overriding Royalty Interests (and all of Grantee’s other interests in all other Overriding Royalty Interests, as defined in and granted pursuant to the Master Conveyance) from a third-party not affiliated with Grantor, which Grantee desires to accept, Grantor shall have a preferential right to purchase the Overriding Royalty Interests as set forth in Section 5.5 of the Master Conveyance.

Section 4.05. ORRI Purchase Right . If the Overriding Royalty Interest is transferred by Grantee pursuant to an ORRI Transfer, then Grantor thereafter shall have all of the rights and options of Grantor set forth in Section 5.5(g) of the Master Conveyance (which rights include the right and option to purchase all, but not less than all, of the Overriding Royalty Interests as set forth in such Section 5.5(g) ).

ARTICLE V

DEFINITIONS

As used herein and in the exhibits hereto, the following terms shall have the respective meanings ascribed to them below:

“ Affiliate ” means, with respect to any Person, (a) any other Person directly or indirectly owning, controlling or holding with power to vote more than 50% of the outstanding voting securities of such Person, (b) any other Person more than 50% of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by such Person, and (c) any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided that in no case shall any Unitholder (as defined in that certain Amended and Restated Trust Agreement of Grantee dated as of             , 2013, by and among Freeport-McMoRan Copper & Gold Inc., as depositor, Grantor, as grantor, The Bank of New York Mellon Trust Company, N.A., as trustee, and BNY Mellon Trust of Delaware, as Delaware trustee), as it may be amended from time to time) be deemed an Affiliate of the Trust for purposes of this Conveyance.

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“ Agreed Rate ” means for and during each calendar month, the prime rate published under “Money Rates” in the Wall Street Journal on the first day of such calendar month for which such a prime rate is so published, or if the Wall Street Journal shall cease publication or cease publishing the “prime rate” on a regular basis, such other regularly published average prime rate applicable to commercial banks as is acceptable to the Grantee in its reasonable discretion.

“ Central Time ” means Central Standard Time or Central Daylight Savings Time in effect on the date in question.

“ Code ” shall have the meaning given such term in Section 6.07 .

“ Conveyance ” means this Conveyance of Overriding Royalty Interest from Grantor to Grantee.

“ Effective Time ” means 7:00a.m., Central Time, on                     . ¹

“ Effective Date ” means June 3, 2013.

“ End Date ” shall mean June 3, 2033.

“ Excepted Permitted Lien ” shall mean (i) any Permitted Lien created or caused by Grantee or (ii) other than any Permitted Lien created by, through or under Grantor or its Affiliates, any Permitted Lien which creates a defect in the title of Grantor or any of its Affiliates in, to or under any Subject Interest that reduces the Working Interests of Grantor or its Affiliates with respect to any Subject Interests, other than any such defect or reduction in Working Interest occurring after the Effective Date arising as a result of any non-payment by Grantor or its Affiliates of any financial obligation which Grantor or its Affiliates has assumed or otherwise is obligated to pay (whether under an operating agreement existing at the time Grantor or its Affiliate acquired an interest in the Subject Interest, by contract or otherwise).

“ First Transporter ” means the first interstate or intrastate pipeline downstream of the delivery point.

“ Gas ” means natural gas, coalbed methane and other gaseous hydrocarbons.

“ Governmental Authority ” means the country, the state, county or parish, city and political subdivisions in which any Person or such Person’s property is located or which exercises valid jurisdiction over any such Person or such Person’s property, and any court, agency, department, commission, board, bureau or instrumentality of any of them which exercises valid jurisdiction over any such Person or such Person’s property.

“ Grantor ” means Grantor and each subsequent owner or owners of the Working Interest in and to the Leases burdened by the Overriding Royalty Interest.

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“ Gross Proceeds ” means an amount equal to the Market Value of all sales of Production plus proceeds received on account of any Production lost, (a) after deduction or withholding of Specified Taxes allocable to such Production or such sale thereof, and (b) minus any Specified Post-Production Costs allocable to such Production.

“ Hydrocarbons ” means Oil and Gas.

“ Lease ” means (a) each Oil, Gas and/or other mineral lease described, referred to, or identified on Exhibit A , together with any renewal or extension of each such lease (as to all or any part or portion thereof), (b) any replacement lease taken upon or in anticipation of expiration or termination of such Lease (if executed and delivered during the term of or within one year after expiration of the predecessor Lease), insofar only as any such replacement lease covers the Subject Formations under the same lands described in the original Lease, and (c) all rights in, to or under all other Oil, Gas and/or mineral leases to the extent covering any area with which areas covered by such leases listed on Exhibit A are aggregated by unitization, pooling or similar aggregation principles and all rights derived from any unitization, pooling or similar aggregation arrangement, operating, communitization or similar agreement, or any declaration or order of any Governmental Authority; and “ Leases ” means all such leases, insofar only as such leases cover such lands and depths or subsurface intervals, and all such renewals and extensions and replacement leases.

“ Lease Burdens ” means royalties, overriding royalties (other than the Overriding Royalty Interests), net profits interests, production payments and other burdens on production.

“ Lien ” means, with respect to any property or assets, any right or interest therein of a party to secure liabilities owed to it or any other arrangement with such party that provides for the payment of such liabilities out of such property or assets or that allows such party to have such liabilities satisfied out of such property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, rights of a vendor under any title retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic’s or materialman’s lien, or any other charge or encumbrance for security purposes, whether arising by Law or agreement or otherwise. “Lien” also means (a) any production payment or other similar burden on the Hydrocarbons attributable to the Subject Interests , and (b) any filed financing statement or other filing, notice, arrangement or action that would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement or other filing is filed, such notice is given, or such arrangement or action is undertaken before or after such Lien exists

“ Master Conveyance ” means that certain Master Conveyance of Overriding Royalty Interest by and between Grantor and Grantee, dated as of June 3, 2013.

“ Market Value ” means, with respect to any Production and without duplication, the sum of (a) the proceeds received by Grantor (or any Affiliate or agent of Grantor that markets the Production on behalf of Grantor or its Affiliates, Grantee or any owner of any Lease Burden) from the first sale of such Production to a Non-Affiliate, regardless of the location of such sale (whether on the applicable land subject to the Leases or at any point downstream) and (b) all proceeds from the sale of Hydrocarbons attributable to Lease Burdens (to the extent a Lease

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Burden burdens the Subject Interests), if not marketed by Grantor or any Affiliate or agent of Grantor and whether received by Grantor, its Affiliates, or not, based on pricing received by Grantor.

“ Non-Affiliate ” shall mean with respect to Grantor, any Person who is not an Affiliate of Grantor.

“ Non-Consent Hydrocarbons ” means those Hydrocarbons produced from a Subject Interest during the applicable period of recoupment or reimbursement pursuant to a Non-Consent Provision covering that Subject Interest, which Hydrocarbons have been relinquished to the consenting party or participating party, other than Grantor or its Affiliates, under the terms of such Non-Consent Provision as the result of an election by Grantor or its Affiliates not to participate in a particular operation, and at such time as Grantor’s or its Affiliates’ back-in interest is applicable (such that Grantor’s or its Affiliates’ interest is entitled to a share of such Hydrocarbons) such Hydrocarbons no longer shall constitute Non-Consent Hydrocarbons.

“ Non-Consent Provision ” means a contractual provision contained in an applicable operating agreement, unit operating agreement, contract for development, or other similar instrument that is a Permitted Lien under clause (e) of the definition of Permitted Lien, which provision covers non-consent operations and provides for relinquishment of Hydrocarbon production by non-consenting or non-participating parties during a period of recoupment or reimbursement of costs and expenses of the consenting or participating parties.

“ Oil ” means crude oil, condensate and other liquid or liquefiable hydrocarbons.

“ ORRI Purchase Option Closing ” shall have the meaning given such term in the Master Conveyance.

“ ORRI Transfer ” shall have the meaning given such term in the Master Conveyance.

“Overriding Royalty Hydrocarbons” means the Hydrocarbons conveyed to Grantee pursuant to Section 1.01 hereof, which shall be a volume of Hydrocarbons equal to the Overriding Royalty Percentage of all Hydrocarbons produced and saved from the Leases from the Subject Formations.

“ Overriding Royalty Interest ” shall have the meaning given such term in Section 1.01 hereof.

“ Overriding Royalty Payment Percentage ” means the Overriding Royalty Payment Percentage as calculated pursuant to the terms and provisions of the Master Conveyance and for each Lease set forth on Exhibit A is the percentage designated as the Overriding Royalty Payment Percentage for each such Lease on Exhibit A . ²

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“ Overriding Royalty Percentage ” means the Overriding Royalty Percentage as calculated pursuant to the terms and provisions of the Master Conveyance and for each Lease set forth on Exhibit A is the percentage designated as the Overriding Royalty Percentage for each such Lease on Exhibit A . ³

“ Permitted Liens ” means, with respect to the Overriding Royalty Interest and the grant of the Overriding Royalty Interest hereunder (in the case of (a), (d), (e)(1), (f), (g), (h), (i), (j), (k) and (l)) and, with respect to the real property interest on which the Overriding Royalty Interest is granted only and not with respect to the Overriding Royalty Interest (in the case of (b), (c) and (e)(2)):

(a) statutory Liens for taxes, assessments or other governmental charges or levies that are not yet delinquent or that are being contested in good faith by appropriate action;

(b) statutory Liens for operators’, carriers’, warehousemen’s, repairmen’s, mechanics’, materialmen’s, or other like Liens, in each case only to the extent arising by operation of law in the ordinary course of business, that do not secure obligations that are delinquent and that do not in any case secure indebtedness for borrowed money or similar obligations;

(c) Liens and other encumbrances existing on the later of (i) the Effective Date and (ii) the date Grantor acquires its interest in the applicable Subject Interest so long as such Liens and other encumbrances neither (x) secure indebtedness for borrowed money or similar obligations or any obligations of any kind, in each case, of Grantor or its Affiliates that are delinquent, nor (y) prevent Grantee from receiving the Overriding Royalty Interests in accordance with this Conveyance, or the proceeds thereof;

(d) royalties, overriding royalties and other similar burdens or encumbrances to the extent they exist as to any Subject Interest as of the date of this Conveyance to the extent such do not prevent Grantee from receiving the Overriding Royalty Interest in accordance with this Conveyance, or the proceeds thereof;

(e) Liens under operating agreements, unit agreements, unitization and pooling designations and declarations, farmout and farmin agreements, exploration agreements, area of mutual interest agreements, gathering and transportation agreements, processing agreements, and Hydrocarbon purchase contracts, and other contracts (excluding contracts for borrowed money, hedging contracts and other contracts with financial institutions) that (1) have been entered into in the ordinary course of the oil and gas business prior to the time this Conveyance is first filed of record in the appropriate records of the BOEM or the applicable parish, provided that (i) any such Liens in favor of Grantor or any Affiliate of Grantor are Permitted Liens only to the extent that the Overriding Royalty Interest is expressly excluded therefrom and not subject thereto and (ii) any such Liens that secure obligations that are delinquent as of the date of this Conveyance conveying the Overriding Royalty Interest are not Permitted Liens or (2) are entered into in the ordinary course of the oil and gas business after the time of this Conveyance is first filed of

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record in the appropriate records of the BOEM or the applicable parish, provided that (i) any such Liens are Permitted Liens only to the extent that the Overriding Royalty Interest is excluded therefrom and not subject thereto and (ii) any such Liens that secure obligations that are delinquent at the time of the grant of the Overriding Royalty Interest are not Permitted Liens;

(f) easements, surface leases and surface rights, plat restrictions, zoning Laws, restrictive covenants and conditions, and building and other land use Laws and similar encumbrances, none of which materially interferes with the development and operation of the property subject thereto for the production of Hydrocarbons or for the use for which the same are held;

(g) rights vested in or reserved to any Governmental Authority to regulate the Subject Interests, to terminate any right, power, franchise, license or permit afforded by such Governmental Authority, or to purchase, condemn, expropriate or designate a buyer of any of the Subject Interests;

(h) all rights to consent by, required notices to, filings with or other actions by Governmental Authorities in connection with the sale, disposition, transfer or conveyance of federal, state, or other governmental oil and gas leases or interests therein or related thereto, which cannot be unreasonably withheld or where the same are customarily obtained subsequent to the assignment, disposition or transfer of such oil and gas leases or interests therein, or such operations;

(i) required non-governmental third party consents to assignments which have been obtained or waived by the appropriate parties or which need not be obtained prior to an assignment or with respect to which consent cannot be unreasonably withheld and preferential rights to purchase which have been waived by the appropriate parties or for which the time period for asserting such rights has expired without the exercise of such rights;

(j) the Master Conveyance;

(k) this Conveyance or any similar Recordable Conveyance executed in accordance with the Master Conveyance; and

(l) Liens created or caused by Grantee.

The references in this definition to Liens and other encumbrances apply only to the extent the same are valid and subsisting, and affect the Subject Interests, and shall not be deemed to recognize or create any rights in third parties.

“ Person ” means an individual, partnership (whether general or limited), corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, bank, joint venture, firm or other entity.

“ Production ” shall mean all Hydrocarbons produced (or allocated or attributed to), saved and sold from the Subject Interests (on a take basis) (for the avoidance of doubt, including, without duplication, Hydrocarbons attributed to the Overriding Royalty Interest or any Lease Burden (to the extent a Lease Burden burdens the Subject Interests)) from and after the Effective

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Time, but excluding any (i) Hydrocarbons lost, flared or used for operating, development or production purposes in the ordinary course of business within the area covered by such Subject Interests or (ii) Non-Consent Hydrocarbons.

“ Specified Post-Production Costs ” means any costs incurred for activities downstream of the wellhead for gathering, transporting, compressing, treating, handling, separating, dehydrating or processing the Production prior to sale, provided that (a) such costs are allocated on the same basis as and proportionately with Grantor’s and Grantee’s interests in the Production and the proceeds thereof, and (b) either (i) such costs are charged to Grantor by Non-Affiliates of Grantor or (ii) such costs are charged by Grantor or its Affiliates at current market rates substantially similar to those terms available from Non-Affiliates in the same area as 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, point of sale or service, condition of supplies or equipment, and availability of supplies and equipment and such term as Grantor determines in good faith would be utilized by a reasonably prudent operator in obtaining such equipment or services from a Non-Affiliate.

“ Specified Taxes ” means (a) production, severance, sales, excise and other similar taxes assessed upon, otherwise owing with respect to or measured by the amount or value of Hydrocarbons produced or the proceeds from the sale thereof excluding income taxes, and (b) property or ad valorem taxes to the extent assessed on the interests subject to the Overriding Royalty Interest (whether assessed separately or as part of the value of such interests).

“ Subject Formation ” means the geologic formation (or formations) covered by or subject to any Lease the base of which is below 18,000 feet true vertical depth subsea (measured from sea level, whether onshore or offshore), but shall not include (i) perforated intervals shallower than 18,000 feet true vertical depth subsea (measured from sea level, whether onshore or offshore), as applicable, or (ii) as respects OCS 0310, depths shallower than the salt or salt weld as seen in the South Marsh Island Block 217 No. 234 Well (which are deeper than 18,000 feet true vertical depth subsea measured from sea level).

“ Subject Interests ” means all right, title and interest of Grantor in, to and under all the Leases insofar, and only insofar, as such right, title and interest of Grantor in, to and under the Leases cover Hydrocarbons produced or that may be produced from the Subject Formation(s) from and after the Effective Time and prior to the Termination Date.

“ Termination Date ” means the earlier of (i) the End Date or (ii) such earlier date on which the Trust is dissolved pursuant to the terms of the Trust Agreement, provided the Termination Date for any Overriding Royalty Interest transferred by Grantee pursuant to Section 5.1 of the Master Conveyance shall be the earlier of (A) the End Date and (B) the ORRI Purchase Option Closing; and provided further that the Termination Date for any Overriding Royalty Interest transferred pursuant to Section 5.4 of the Master Conveyance shall be the End Date.

“ Termination Time ” means 7:00 a.m. Central Time on the Termination Date.

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“ Working Interest ” means the interest owned in Oil wells, Gas wells, leaseholds or mineral rights (mineral estates) that determines the percentage share of costs borne by the owner of such interest, including working interests, operating rights interests or other cost-bearing interests, and mineral fee or ownership interests.

ARTICLE VI

MISCELLANEOUS

Section 6.01. Governing Law . THIS CONVEYANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF LOUISIANA, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THE LAWS OF ANY OTHER JURISDICTION ARE MANDATORILY APPLICABLE.

Section 6.02. Successors and Assigns . The provisions and conditions contained in this Conveyance shall run with the land (as provided in Section 4.03 ) and the respective interests of Grantor and Grantee and (subject to Article IV ) shall be binding upon and inure to the benefit of Grantor and Grantee and their respective successors and assigns. All references herein to either Grantor or Grantee shall include their respective successors and assigns.

Section 6.03. Multiple Originals . This Conveyance may be executed in multiple originals all of which shall constitute one and the same Conveyance.

Section 6.04. Partial Invalidity . In the event any provision contained in this Conveyance shall for any reason be held invalid, illegal or unenforceable by a Governmental Authority, then (to the extent permitted under applicable law) , such invalidity, illegality or unenforceability shall not affect any of the remaining provisions of this Conveyance which shall remain in full force and effect.

Section 6.05. Notices . Notices required or otherwise given pursuant to or in connection with this Conveyance shall be in writing and addressed to the parties at the addresses set forth herein.

Section 6.06. Master Conveyance . This Conveyance is made and entered into pursuant to the Master Conveyance and is subject to the terms thereof. A copy of the Master Conveyance may be obtained from Grantor or Grantee. In the event of a conflict or inconsistency between the terms and provisions of this Conveyance and those of the Master Conveyance, the terms and provisions of the Master Conveyance shall control.

Section 6.07. Nature of Overriding Royalty Interest; Intentions of the Parties . Each Overriding Royalty Interest shall constitute, and this Conveyance shall be an absolute conveyance of, a real property interests and right. Nothing herein contained shall be construed to constitute either party hereto (under state law, for tax purposes or otherwise) the agent of, or in partnership with, the other party. If, however, the parties hereto are deemed to have entered into a relationship that constitutes a partnership for federal income tax purposes, the parties hereby elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal

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Revenue Code of 1986, as amended (the “ Code ”), and agree not to take any position inconsistent with such election. IN ADDITION, THE PARTIES HERETO INTEND THAT THE OVERRIDING ROYALTY INTEREST SHALL AT ALL TIMES BE TREATED (a) FOR FEDERAL INCOME TAX PURPOSES AS AN OVERRIDING ROYALTY INTEREST OR, IF REQUIRED BY APPLICABLE LAW, AS A “PRODUCTION PAYMENT” UNDER SECTION 636(a) OF THE CODE AND (b) AS AN INTEREST IN REAL PROPERTY AND REAL RIGHT, AND, IN ACCORDANCE THEREWITH AND THE TERMS OF THIS CONVEYANCE, GRANTEE SHALL LOOK EXCLUSIVELY TO THE HYDROCARBONS PRODUCED FROM THE SUBJECT INTERESTS FOR THE SATISFACTION AND REALIZATION OF THE OVERRIDING ROYALTY INTEREST. THE PARTIES HERETO AGREE TO FILE ALL APPLICABLE TAX RETURNS IN ACCORDANCE WITH THE INTENDED TAX TREATMENT STATED ABOVE. ALL PROVISIONS OF THIS CONVEYANCE SHALL BE CONSTRUED AND TREATED ACCORDINGLY.

[signature page follows]

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EXECUTED by each party in the presence of the undersigned competent witnesses on the date indicated below but effective as of the Effective Time.

        On this          day of                          , 20      , before me appeared                          , to me personally known, who being by me duly affirmed, did say that he is the                          of McMoRan Oil & Gas LLC, a Delaware limited liability company, and that the instrument was signed on behalf of the company by authority of its                          and that he acknowledged that the instrument to be the free act and deed of the limited liability company.

(SEAL)

EXHIBIT 10.2

GULF COAST ULTRA DEEP ROYALTY TRUST

AMENDED AND RESTATED ROYALTY TRUST AGREEMENT

June 3, 2013

i

ii

iii

GULF COAST ULTRA DEEP ROYALTY TRUST

AMENDED AND RESTATED ROYALTY TRUST AGREEMENT

This Amended and Restated Royalty Trust Agreement (“ Agreement ”) of Gulf Coast Ultra Deep Royalty Trust (the “ Trust ”) is entered into as of June 3, 2013, between Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (“ Depositor ”), McMoRan Oil & Gas LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“ Grantor ”), The Bank of New York Mellon Trust Company, N.A., a national banking association (the “ Bank ”), as trustee (the “ Trustee ”), and BNY Mellon Trust of Delaware, as Delaware trustee (the “ Delaware Trustee ”) .

WHEREAS, McMoRan Exploration Co., a Delaware corporation (“ Company ”), is engaged in the business of exploration, development and production of oil and natural gas in the shallow waters (less than 500 feet of water) of the Gulf of Mexico and onshore in the Gulf Coast area of the United States;

WHEREAS, Depositor, INAVN Corp., a Delaware corporation (“ Merger Sub ”), and Company are parties to an Agreement and Plan of Merger dated December 5, 2012 (the “ Merger Agreement ”) pursuant to which, and subject to satisfaction of the conditions precedent thereto, Merger Sub will merge with and into Company, with the result that Company shall become a wholly owned subsidiary of Depositor;

WHEREAS, pursuant to the Merger Agreement and the Conveyances (hereinafter defined), Depositor has agreed to convey, or cause to be conveyed the Royalties (hereinafter defined) to the Trust pursuant to the Conveyances in consideration for the issuance by the Trust of 230,172,696 Units, the aggregate of all such Units representing the ownership of the entire Beneficial Interest (hereinafter defined) in the assets of the Trust, with 129,210,542 Units being credited to the Exchange Agent (as defined in the Merger Agreement) for distribution to the holders of the Company Common Stock (as defined in the Merger Agreement), and 100,962,154 of such Units (including 38,805,688 Company Convertible Units as hereinafter defined) being credited as directed by the Depositor;

WHEREAS, as of December 18, 2012, certain individuals, as Regular Trustees (the “ Regular Trustees ”) and Wilmington Trust, National Association (“ Wilmington ” and, together with the Regular Trustees, the “ Original Trustees ”) and Depositor entered into a Trust Agreement (the “ Original Trust Agreement ”) pursuant to which the Trust was formed under the terms and conditions set forth therein;

WHEREAS, the Original Trustees filed the Certificate of Trust for the Trust, as amended from time to time (the “ Certificate of Trust ”) in the Office of the Secretary of State of the State of Delaware (the “ Delaware Secretary of State ”) to form the Trust as a statutory trust under the Delaware Trust Act (as defined below) on December 18, 2012, which Certificate of Trust was amended by the filing of a Certificate of Amendment with the Delaware Secretary of State on June 3, 2013, to reflect the substitution of BNY Mellon Trust of Delaware as the Delaware Trustee;

WHEREAS, the merger transaction contemplated by the Merger Agreement is expected to be consummated on the date hereof;

WHEREAS, each of the Regular Trustees under the Original Trust Agreement and Wilmington has resigned his position as Trustee or Delaware Trustee, as applicable, for the Trust and the Bank has been appointed and has agreed to act as the new Trustee of the Trust, and BNY Mellon Trust of Delaware has been appointed and has agreed to act as the Delaware Trustee of the Trust;

WHEREAS, Depositor has registered the offer and sale of the Units as contemplated by the Merger Agreement under the Securities Act (as defined below) and has taken all action necessary under state securities laws; and

WHEREAS, the Bank and Depositor desire to amend and restate the Original Trust Agreement in its entirety.

NOW, THEREFORE, in furtherance of forming the Trust, Depositor has heretofore delivered to the Original Trustees Ten Dollars ($10.00) upon execution of the Original Trust Agreement, which the Bank now accepts and agrees to hold in trust, together with the Royalties to be received hereunder, for the purposes, and in accordance with the duties, terms and conditions hereof.

ARTICLE I.

DEFINITIONS

Section 1.1. Defined Terms . In addition to certain other terms defined elsewhere in this Agreement, as used herein, the following terms are used with the meanings indicated:

“ AAA ” has the meaning set forth in Article XI .

“ Accrued Production Amount ” has the meaning set forth in Section 3.20(d) .

“ Affiliate ” of a Person means another Person controlled by, controlling or under common control with such Person. As used herein, “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Agent ” means, with respect to a Person, any agent, employee, officer, director, custodian, nominee or attorney of such Person.

“ Agreement ” means this instrument, as originally executed, or, if amended or supplemented, as so amended or supplemented.

“ Article VI Expenses ” has the meaning set forth in Section 6.2 .

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

“ Beneficial Interest ” means the aggregate undivided beneficial ownership interest of the Unitholders in the Trust Estate (including without limitation the proceeds from the conversion of Royalties to cash, and in the right to cash resulting from such conversion of the Royalties, which

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beneficial interest is expressed in Units, but such beneficial interest does not include any direct ownership interest in or to the Royalties, or any part thereof, or in or to any asset of the Trust Estate) as expressly set out in this Agreement and all other rights of beneficiaries of express trusts created under the Delaware Trust Act, subject to the limitations set forth in this Agreement.

“ Book-Entry Units ” has the meaning set forth in Section 2.5 .

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which national banking institutions in the City of Austin, Texas, are closed as authorized or required by law.

“ Call Termination Time ” has the meaning set forth in Section 3.20(b) .

“ Certificate of Trust ” has the meaning set forth in the recitals.

“ Company Common Stock ” has the meaning given thereto in the Merger Agreement.

“ Company Convertible Securities ” has the meaning given thereto in the Merger Agreement.

“ Company Convertible Units ” means the Units issued to and held by the Depositor or a subsidiary thereof, and reserved for delivery to holders of the Company Convertible Securities until such Units are either (a) distributed to such holders in accordance with the respective terms of the underlying agreements of the Company Convertible Securities and the Merger Agreement or (b) cease to be reserved for issuance to holders of the Company Convertible Securities, in which case such Units shall be retained by Depositor or a subsidiary thereof.

“ Conveyances ” means, collectively, the Master Conveyance and each Recordable Conveyance.

“ Delaware Secretary of State ” has the meaning set forth in the recitals.

“ Delaware Trust Act ” means the Delaware Statutory Trust Act, Title 12, Chapter 38 of the Delaware Code, 12 Del. C. §§ 3801 et seq .

“ Delaware Trustee ” means the Person set forth as “Delaware Trustee” in the introductory paragraph of this Agreement and its successors and assigns, not in its individual capacity but solely in its capacity as Delaware trustee.

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

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“ Depositor Annual Expense Cap ” has the meaning set forth in Section 3.7 .

“ Depositor Loans ” has the meaning set forth in Section 7.5(a) of this Agreement.

“ Dissolution Date ” has the meaning set forth in Section 9.2 .

“ Distribution Date ” means the date of a distribution, which shall be on or before ten (10) Business Days after the Quarterly Record Date.

“ Effective Time ” has the meaning given thereto in the Merger Agreement.

“ Environmental Laws ” means all applicable federal, state and local laws, regulations, ordinances, rules, orders, permits and governmental restrictions relating to the environment, the effect of the environment on human health or safety, pollutants, contaminants, hazardous substances, or hazardous waste, in effect on the date of this Agreement, and all binding judicial and administrative interpretations thereof.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Exchange Act Registration Statement ” means the registration statement by which the Units may be registered under Section 12 of the Exchange Act.

“ Expenses ” has the meaning set forth in Section 3.16(e) of this Agreement.

“ GAAP ” has the meaning set forth in Section 5.1 .

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

“ High-Value Call Option ” has the meaning set forth in Section 3.20(a) .

“ HV Call Notice ” has the meaning set forth in Section 3.20(a) .

“ HV Call Record Date ” has the meaning set forth in Section 3.20(a) .

“ HV Termination Time ” has the meaning set forth in Section 3.20(a) .

“ IH Purchase Cap ” has the meaning set forth in Section 3.15(b) .

“ Ineligible Holder ” has the meaning set forth in Section 3.15(a) .

“ Low-Value Call Option ” has the meaning set forth in Section 3.20(b) .

“ LV Call Notice ” has the meaning set forth in Section 3.20(b) .

“ LV Call Record Date ” has the meaning set forth in Section 3.20(b) .

“ LV Termination Time ” has the meaning set forth in Section 3.20(b) .

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“ Master Conveyance ” means the non-recordable Master Conveyance of Overriding Royalty Interest between Company and/or its Affiliates, on the one hand, and the Trust, on the other, pursuant to which the Royalties are to be conveyed to the Trust.

“ Merger Agreement ” has the meaning set forth in the recitals of this Agreement.

“ Merger Sub ” has the meaning set forth in the recitals of this Agreement.

“ MPC ” has the meaning set forth in Section 3.16(c) .

“ Nine-Month Period ” has the meaning set forth in Section 3.20(b) .

“ NYSE ” has the meaning set forth in Section 3.16(c) .

“ Original Trustees ” has the meaning set forth in the recitals of this Agreement.

“ Original Trust Agreement ” has the meaning set forth in the recitals of this Agreement.

“ ORRI Transfer ” has the meaning given thereto in the Master Conveyance.

“ OTCQX ” has the meaning set forth in Section 3.16(c) .

“ Person ” means an individual, a corporation, partnership, limited liability company, trust, estate or other organization.

“ Production ” has the meaning given thereto in the Master Conveyance.

“ Quarter ” means, for the initial period, the period which commences on the Effective Time and continues through and includes the Quarterly Record Date for the applicable calendar quarter during which the Effective Time occurs, and for succeeding periods the period which commences on the day following a Quarterly Record Date and continues through and includes the next succeeding Quarterly Record Date.

“ Quarterly Distribution Amount ” means for each Quarter an amount determined by the Trustee (pursuant to Section 5.2 hereof) to be equal to the excess, if any, of (a) the cash received by the Trustee during the Quarter attributable to the Royalties, plus any cash available for distribution as a result of the reduction or elimination during the Quarter of any existing cash reserve created pursuant to Section 3.8 hereof to provide for the payment of liabilities of the Trust, plus any other cash receipts of the Trust during the Quarter including without limitation any cash received from interest earned pursuant to Section 3.4 or pursuant to sales of the interests in the Royalty or other assets of the Trust, other than interest earned on deposits of the Quarterly Distribution Amount for any prior Quarter pending distribution of such amount, over (b) the liabilities of the Trust paid during the Quarter, plus the amount of any cash used pursuant to Section 3.8 hereof in the Quarter to establish or increase a cash reserve for the payment of any accrued, future or contingent liabilities of the Trust. If the Quarterly Distribution Amount determined in accordance with the preceding sentence shall for any Quarter be a negative amount, then the Quarterly Distribution Amount shall be zero, and such negative amount shall reduce the next Quarterly Distribution Amount.

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“ Quarterly Record Date ” for each calendar quarter means the close of business on the 30th day following the end of such calendar quarter or such other date as may be established by the Trustee in order to comply with applicable law or the rules of any securities exchange or quotation system on which the Trust Units may be listed or admitted to trading, in which event “Quarterly Record Date” means such other date.

“ Recordable Conveyance ” means each recordable Conveyance of Overriding Royalty Interests between Company and/or its Affiliates and the Trust contemplated by the Master Conveyance pursuant to which Royalties are to be conveyed to the Trust.

“ Record Date Unitholders ” has the meaning set forth in Section 8.2 of this Agreement.

“ Regular Trustees ” has the meaning set forth in the recitals.

“ Reserve Report ” means a report of estimated proved reserves attributable to the Royalties and the present value thereof prepared on the basis required by the SEC for inclusion in financial statements filed with the SEC.

“ Respondent ” has the meaning set forth in Article XI .

“ Responsible Officer ” means (a) with respect to the Delaware Trustee, any officer in the office of the Delaware Trustee having direct responsibility for the administration of this Agreement, and with respect to a particular corporate trust matter, any officer of the Delaware Trustee to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject, and (b) with respect to the Trustee, any officer in the office of the Trustee having direct responsibility for the administration of this Agreement, and with respect to a particular corporate trust matter, any officer of the Trustee to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

“ Royalties ” means the overriding royalty interests conveyed to the Trust pursuant to the Conveyances.

“ Rules ” has the meaning set forth in Article XI .

“ Sales Proceeds Amounts ” means any cash paid to the Trust upon the sale of Royalties or other assets of the Trust pursuant to Section 3.2 or Section 9.3 after deduction of Trust expenses related to such sale or the establishment by the Trustee of cash reserves in such amounts as the Trustee in its sole discretion deems appropriate for claims and obligations of the Trust, including contingent, conditional and unmatured claims and obligations in accordance with Section 3808 of the Delaware Trust Act or otherwise.

“ Sarbanes-Oxley Act ” means the Sarbanes-Oxley Act of 2002, as amended.

“ SEC ” means the Securities and Exchange Commission and any agency which may succeed to its responsibilities and functions after the date hereof.

“ Securities Act ” means the Securities Act of 1933, as amended.

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“ Securities Act Registration Statement ” means the registration statement on Form S-4, which has been filed by the Trust with and declared effective by the SEC to register the offering and sale of the Units under the Securities Act.

“ Special Provisions ” has the meaning set forth in Article XI .

“ Subject Interests ” has the meaning set forth in the Conveyances.

“ Termination Time ” has the meaning set forth in the Recordable Conveyance.

“ Transaction Documents ” means this Agreement and the Conveyances.

“ Transferee ” as to any Unitholder or former Unitholder, means any Person succeeding to the interest of such Unitholder or former Unitholder in one or more Units of the Trust, whether as purchaser, donee, legatee or otherwise.

“ Trust ” means the statutory trust created hereby which shall be held and administered as provided herein and in accordance with the terms and provisions (not inconsistent with any terms and provisions hereof) of the Delaware Trust Act.

“ Trust Estate ” means the assets held by the Trust (or the Trustee on its behalf) under this Agreement, and shall include both income and principal if separate accounts or records are kept therefor.

“ Trust Obligations ” has the meaning set forth in Section 3.7 of this Agreement.

“ Trustee ” means the trustee (other than the Delaware Trustee) designated in the introductory paragraph of this Agreement, or any successor, during the period it is so serving in such capacity.

“ Unit ” means an undivided fractional interest in the Beneficial Interest, determined as hereinafter provided.

“ Unitholder ” means the owner of one or more Units as reflected on the books of the Trust pursuant to Article IV .

“ VWAP ” means the market price of one Unit from the open of trading on the relevant trading day until the close of trading on the relevant trading day determined, using a volume-weighted average method. If the VWAP of the Unit cannot be determined, the closing price of the Unit for the relevant trading day, on the market or system that the Units are most commonly quoted or traded, will be substituted for the VWAP.

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

Section 1.2. Rules of Construction . Article, Section, subsection, Schedule and Annex references in this Agreement are references to the corresponding Article, Section, subsection, Schedule and Annex to this Agreement, unless otherwise specified. All Schedules and Annexes attached to this Agreement constitute a part of this Agreement and are incorporated herein for all

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purposes. If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, the singular shall include the plural and the plural shall include the singular wherever and as often as may be appropriate. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The words “includes” or “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Any reference in this Agreement to “$” or “dollars” shall mean the lawful currency of the United States of America. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. The words “hereof,” “hereby,” “herein,” “hereinafter,” “hereof,” “hereunder” and similar terms refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The provision of a table of contents and the division of this Agreement into Articles, Sections and other subdivisions are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. To the extent that provisions of this Agreement provide any protection, indemnification, exculpation, reduction of liability, or other agreement for the benefit of the Trustee or Delaware Trustee (collectively, the “ Protective Provisions ”), the Trustee and Delaware Trustee shall be entitled to the benefit of each and every one of the Protective Provisions, and shall not be required to elect among Protective Provisions; it being hereby agreed that the intent and agreement of the parties to this Agreement are to provide the maximum possible cumulative protective benefit of the Protective Provisions to the Trustee and Delaware Trustee.

ARTICLE II.

NAME AND PURPOSE OF THE TRUST

Section 2.1. Name . The Trust continued by this Agreement shall remain a Delaware statutory trust under the Delaware Trust Act. The Trust shall continue to be known as the Gulf Coast Ultra Deep Royalty Trust, and the Trustee may transact the Trust’s affairs in that name. The continuation and operation of the Trust shall be in accordance with this Agreement, which shall constitute the “governing instrument” of the Trust within the meaning of Section 3801(f) of the Delaware Trust Act. In the event that a Responsible Officer of either the Delaware Trustee or the Trustee becomes aware that any statement contained or matter described in the Trust’s Certificate of Trust has changed, making it false in any material respect, it will notify the other trustee and the Trustee shall promptly file or cause to be filed in the office of the Secretary of State of Delaware an amendment of same at the written direction of the Trustee, duly executed in accordance with Section 3811 of the Delaware Trust Act, in order to effect such change thereto, such filing to be in accordance with Section 3810(b) of the Delaware Trust Act.

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Section 2.2. Purposes . The purposes of the Trust are, and the Trust (and the Trustee on behalf of the Trust) shall have the power and authority and is hereby authorized:

(a) to acquire, receive, hold, protect and conserve, for the benefit of the Unitholders, the Trust Estate;

(b) to issue the Units in accordance with Section 2.5 and act as transfer agent;

(c) to receive payments with respect to the Royalties as provided in the Conveyances;

(d) to convert the Royalties to cash either (i) by retaining them and collecting the proceeds from production payable with respect thereto until production has ceased or the Royalties have otherwise terminated or (ii) by selling or otherwise disposing of all or a part of the Royalties in accordance with and subject to the terms of this Agreement and the Conveyances;

(e) to pay, or provide for the payment of, any costs and liabilities incurred in carrying out the purposes of the Trust, and thereafter to distribute the remaining amounts of cash received by the Trust to the Unitholders pro rata based on the number of Units owned;

(f) to cause to be prepared and file (i) reports required to be filed under the Exchange Act, (ii) any reports required by the rules of any securities exchange or quotation system on which the Units are listed or admitted to trading, and (iii) any reports, forms or returns required to be filed pursuant to tax laws and any other applicable laws and regulations;

(g) to incur indebtedness in order to pay the liabilities of the Trust as they become due, if necessary, any such indebtedness to be unsecured except as provided in in Section 3.9(b) , Section 6.2 , Section 7. 5 or elsewhere in this Agreement;

(h) to establish, evaluate and maintain a system of disclosure controls and procedures and internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes Oxley Act or any successor requirement;

(i) subject to the terms of the Master Conveyance and Section 9.3 of this Agreement, to sell and dispose of the Trust Estate as permitted hereby and dissolve the Trust pursuant to Article IX ;

(j) to elect to take the Royalty in-kind pursuant to Section 2.02 of the Recordable Conveyance; provided, however, that the Trust shall have no obligation to do so under any circumstances;

(k) to enter into and perform each and all of its obligations under the Transaction Documents; and

(l) subject to Section 3.3 , to engage in such other activities as are necessary or convenient for the attainment of any of the foregoing or are incident thereto and which may be engaged in or carried on by a statutory trust under the Delaware Trust Act.

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Depositor and Grantor hereby authorize the Trustee on behalf of the Trust to execute and deliver, and to cause the Trust to perform its obligations under the Transaction Documents and the activities contemplated therein.

Section 2.3. Nature of the Trust . It is the intention and agreement of Depositor, Grantor, the Trustee and the Delaware Trustee to continue the Trust as a statutory trust within the meaning of Section   3801(f) of the Delaware Trust Act, for the benefit of the Unitholders, and as a grantor trust for federal income tax purposes. As set forth above and amplified herein, the Trust is intended to be a passive entity limited to the receipt of revenues attributable to the Royalties and the distribution of such revenues, after payment of or provision for Trust expenses and liabilities, including expenses and liabilities that may be contingent or otherwise uncertain, to the Unitholders. It is neither the purpose nor the intention of the parties hereto to create, and nothing in this Trust Agreement shall be construed as creating, a partnership, joint venture, joint stock company or business association between or among Unitholders, present or future, or among or between Unitholders, or any of them, and any one or more of the Trustee, the Delaware Trustee, Depositor or Grantor. Neither the Trustee nor the Delaware Trustee, in its individual capacity or otherwise, makes any representation as to the validity or sufficiency of this Agreement or the Units. Neither the Trustee nor the Delaware Trustee has had any access to any information regarding the Royalties or the Subject Interests and neither the Trustee nor the Delaware Trustee makes any representation or warranty or other statement regarding any potential payments to be received by the Trust or the Unitholders or the value, if any, of the Conveyances or the Units or any other matter regarding any estimate of value that may be ascribed to the Units by any Person.

Section 2.4. Transfer of Trust Property to the Trust .

(a) Depositor has paid to the Original Trustees, in trust, and concurrently with the execution and delivery of this Agreement the Original Trustees have transferred to the Trustee, and the Trustee has accepted and agreed to hold in trust, for the uses and purposes provided herein, the sum of Ten Dollars ($10.00). Pursuant to the Merger Agreement, Depositor has agreed to cause Company and/or its Affiliates to enter into the Master Conveyance and to grant, bargain, sell, convey and assign the Royalties to the Trust as provided for in the Master Conveyance, for the uses and purposes provided herein and for the benefit of the Unitholders, pursuant to the Conveyances.

(b) In accordance with the terms of the Master Conveyance (including Section 2.1(h) and Section 5.2 thereof), Grantor may at any time or from time to time, without the consent of the Unitholders, sell a divided or undivided portion of its interest in the Subject Interests, provided, however, that except as provided in Section 2.1(h) of the Master Conveyance, such sale shall be subject to and burdened by the Royalties that burden such portion of the interest held by Grantor or any of its Affiliates. Promptly after completion of any such sale, Grantor shall so notify the Trustee in writing. Any purchaser of such interest shall be the assignee of Grantor to the extent of the interest sold and shall be bound by the obligations of Grantor under this Agreement and the Conveyances to such extent. Notwithstanding any such sale, Grantor shall remain responsible for the performance of, and no such sale shall relieve Grantor of its responsibilities with respect to, its obligations to provide information and reporting to the Trust and Trustee pursuant to this Agreement.

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(c) Concurrently with the execution and delivery of this Agreement, counsel to Depositor and Grantor are delivering legal opinions to the Trust and Trustee in form and substance acceptable to the Trustee.

Section 2.5. Issuance of Units .

(a) As of the execution and delivery of this Agreement, the Trust hereby issues 129,210,542 Units to the Exchange Agent for distribution to the holders of the Company Common Stock and 100,962,154 Units to the Depositor (including 38,805,658 Company Convertible Units). The Units to be credited to the Exchange Agent and the Depositor, as applicable, shall be uncertificated and ownership thereof evidenced by entry of a notation in an ownership ledger maintained for such purpose by the Trustee or a transfer agent designated by the Trustee (“ Book-Entry Units ”). The Unitholders (including the Depositor for so long as any Units are registered in Depositor’s name) shall be the sole beneficial owners of the Trust Estate and the Trust. Upon the surrender and exchange of the shares of Company Common Stock in accordance with the Merger Agreement or the distribution of the Company Convertible Units to the holders of the Company Convertible Securities in accordance with the respective terms of the underlying governing documents of the Company Convertible Securities and the Merger Agreement, the Exchange Agent or Depositor, as applicable shall notify the Trustee or a transfer agent designated by the Trustee and the ownership of such Units so exchanged or distributed shall be reflected in the ledger maintained for such purpose by the Trustee or transfer agent designated by the Trustee.

(b) If the Units have not satisfied the MPC for the NYSE or NASDAQ within nine (9) months of the Closing, then Depositor shall use its commercially reasonable best efforts to direct the Trustee to cause a vote of Unitholders to be held within (i) if there is not an SEC review of the proxy materials, eleven (11) months of the Closing or (ii) if there is an SEC review of the proxy materials, sixty (60) days following the conclusion of such review, and in each case in accordance with Section 8.3 hereof, to approve any subdivision, split or combination of Units, the effect of which shall be in accordance with Section 3.20(k) hereof and would be expected to result in a price per Unit following such subdivision, split or combination that exceeds the MPC for the NYSE or NASDAQ, as applicable. If such subdivision, split or combination of Units is approved by the Unitholders in accordance with Section 8.3 , the Depositor shall use its commercially reasonable best efforts (as such term is defined in Section 3.16(c) ) to fulfill its obligations pursuant to Section 3.16(c) . For the avoidance of doubt, any Units owned by Depositor or its Affiliates shall be deemed outstanding for all purposes, including the right to vote such Units, and shall be entitled to vote such Units in any vote to approve any subdivision, split or combination of Units (and shall vote such Units in favor of approving any such subdivision, split or combination proposed by Depositor in connection with this Section 2.5(b) ), and no such vote shall be deemed to present a material conflict of interest between Depositor or its Affiliates, on the one hand, and the Unitholders other than Depositor or its Affiliates, on the other hand. The Trust is hereby authorized to issue such additional number of Units as is required from time to time in connection with any such subdivision, split or combination.

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Section 2.6. Principal Offices . Unless and until changed by the Trustee, the address of the principal office of the Trustee is 919 Congress Avenue, Suite 500, Austin, Texas 78701. Unless and until changed by the Delaware Trustee, the address of the principal office of the Delaware Trustee is BNY Mellon Trust of Delaware, 100 White Clay Center, Suite 102, Newark, Delaware 19711. The principal office of the Trust shall be in care of the Trustee. The Trust also may maintain offices at such other place or places within or without the State of Delaware as the Trustee deems advisable.

ARTICLE III.

ADMINISTRATION OF THE TRUST

Section 3.1. General .

(a) The Trustee accepts the Trust created by this Agreement and agrees to perform its duties in accordance with the terms of this Agreement. Subject to the limitations set forth in this Agreement, the Trustee, acting alone, without the approval or consent of, or notice to, the Delaware Trustee or any Unitholder, is authorized (as Trustee or in the name of or on behalf of the Trust) to take such action as in its judgment is necessary, desirable or advisable best to achieve the purposes of the Trust, including the authority to enter into the Conveyances, to agree to modifications or settlements of the terms of the Conveyances or to settle disputes with respect thereto, so long as such modifications or settlements do not alter the nature of the Royalties as rights to receive a share of the proceeds of oil and gas produced from the properties burdened by such Royalties free of any obligation for drilling, development or operating expenses and as rights which do not possess any operating rights or obligations. In accordance with the terms of the Master Conveyance, the Trustee may only sell or otherwise dispose of all or any portion of the Royalties as described in Section 3.2 . Except to the extent otherwise expressly provided in this Agreement, the Trustee shall perform all obligations and duties of a trustee of the Trust other than fulfilling the Trust’s obligations pursuant to Section 3807(a) of the Delaware Trust Act. The Trustee shall only have the duties set forth in this Amended and Restated Trust Agreement. The Trustee does not have any additional duties that would be imposed on a trustee under the Louisiana Trust Code or any other applicable Louisiana law.

(b) Notwithstanding any other provision hereof to the contrary, the parties hereto agree to the following:

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(c) The Delaware Trustee accepts the Trust created by this Agreement and agrees to perform its duties in accordance with the terms of this Agreement. The Trustee shall reasonably keep the Delaware Trustee informed of any material action taken by the Trustee with respect to the Trust.

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(d) Notwithstanding any other provision hereof to the contrary, and in addition to the other Protective Provisions regarding the Trustee contained elsewhere in this Agreement, the parties hereto agree to the following:

Section 3.2. Limited Power to Dispose of Royalties .

(a) Subject to, and in accordance with, the terms of the Master Conveyance, the Trustee may only sell or otherwise dispose of all or any portion of the Royalties as permitted under Section 3.5 , Section 3.9(b) , Section 6.6(b) and Section 9.3 of this Agreement and as permitted or required under Section 2.1(g) , Section 2.1(h) , Section 3.1 , Section 5.1 , Section 5.4 , Section 5.5 and Section 8.2 of the Master Conveyance.

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(b) The Trustee shall use reasonable efforts to effect any sale directed by the Unitholders in accordance with Article VIII ; provided, however, that notwithstanding any other provision of this Agreement, the Trustee shall incur no liability to any Unitholder or to any other person for (i) any failure to effect any such sale, regardless of any approval thereof by the Unitholders, or (ii) the terms of any such sale or any other matter relating thereto, unless such liability arises out of, or is based upon, any fraudulent misrepresentation, gross negligence, or willful misconduct of the Trustee or for acts or omissions in bad faith as adjudicated by arbitration (subject to the Trustee’s consent to such arbitration in accordance with Article XI) or a final, nonappealable judgment of a court of competent jurisdiction; it being agreed that the Trustee shall have no responsibility or liability to any Unitholder or to any other person in connection with any sale or other disposition of all or any part of the Royalties or the failure of any such sale to occur.

(c) This Section 3.2 shall not be construed to require approval of the Unitholders, and no approval of the Unitholders shall be required, for any relinquishment, sale or other disposition of all or any part of the Royalties pursuant to Section 3.5 , Section 3.9 , Section 6.6(b) or Section 9.3 of this Agreement or as required or permitted under Section 2.1(g) , Section 2.1(h) , Section 3.1 , Section 5.1 , Section 5.4 , Section 5.5 or Section 8.2 of the Master Conveyance. The Trustee is authorized to retain any of the Royalties in the form in which such property was transferred to the Trust, without regard to any requirement to diversify investments or other requirements.

(d) At least thirty (30) days prior to the closing of an ORRI Transfer, Trustee shall notify Depositor and Depositor shall deliver or cause to be delivered to each record holder of the Company Convertible Securities written notice of such ORRI Transfer. If any such holder of the Company Convertible Securities converts such Company Convertible Securities in accordance with the respective terms of the applicable underlying agreements prior to the closing of the ORRI Transfer, then such holder shall be deemed to hold the number of Units that would be distributed to such holder upon such conversion (whether or not such Units have been distributed to such holder).

Section 3.3. No Power to Engage in Business, Make Investments or Enter into Certain Contracts . Neither the Trustee nor the Delaware Trustee shall, in its capacity as Trustee or Delaware Trustee, as applicable, under the Trust, engage in any business or commercial activity of any kind whatsoever and shall not, under any circumstances, use any portion of the Trust Estate to acquire any oil and gas lease, royalty or other mineral interest other than the Royalties and the proceeds thereof, or, except as permitted in this Agreement, acquire any other asset. Neither the Trustee nor the Delaware Trustee shall have any right or duty to operate the Subject Interests, to market any production therefrom, or to exercise any authority or oversight over any aspect of the operation of the Subject Interests or the marketing of any production therefrom. The Trustee shall not accept contributions to the Trust other than the Royalties and the initial cash deposit and any amounts to be contributed by Depositor or its Affiliates pursuant to this Agreement, including any amounts to be contributed pursuant to Sections 3.7 , 3.16(b) , 3.20(e) or

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7.5(c) . Whether or not the Trustee expressly so provides in any contract or undertaking of the Trust or in its capacity as Trustee under the Trust, to the fullest extent permitted by law, (a) any liability of the Trust arising out of such contract shall be satisfiable only out of the Trust Estate, (b) in any event, including the exhaustion of the Trust Estate, such liability shall not be satisfiable out of any amounts at any time distributed to any Unitholder or out of any other assets of any Unitholder, and (c) in any event, including the exhaustion of the Trust Estate, such liability shall not be satisfiable out of any asset of the Trustee.

Section 3.4. Interest on Cash on Hand . Cash being held by the Trustee as a reserve for liabilities (other than cash being held for the payment of administrative costs payable pursuant to Article VII and other than cash being held for distribution at the next Distribution Date, all of which may be held in one or more non-interest bearing account(s) with the Bank or any other financial institution selected by the Trustee) shall be placed by the Trustee with one or more banks or financial institutions (which may be, or may include, any bank serving as Trustee) and invested (in the Trustee’s discretion) in: (a) a money market or similar account payable on demand without penalty; (b) obligations issued (or unconditionally guaranteed) by the United States of America or any agency or instrumentality thereof (provided such agency or instrumentality obligations are secured by the full faith and credit of the United States of America); (c) repurchase agreements secured by obligations qualifying under subparagraph (b) above; (d) certificates of deposit of any bank having capital, surplus and undivided profits in excess of $100,000,000; or (e) money market mutual funds comprised solely of securities described in clauses (b) and (c). The interest rate on reserves placed with any bank or financial institution serving as Trustee shall be the interest rate that such bank or financial institution pays in the normal course of business on amounts placed with it, taking into account the amounts involved, the period held and other factors deemed relevant by the Trustee. Any such government obligations, repurchase agreements or certificates of deposit representing funds to be distributed at the next Distribution Date must mature on or before the next succeeding Distribution Date and must be held to maturity. To the extent not prohibited by the Delaware Trust Act, any such cash may be placed with the Bank or any successor bank serving as Trustee. In lieu of exercising discretion over the selection of the investment of cash pursuant to this Section 3.4 , the Trustee may request instructions from Depositor regarding the investment of any such amounts, and Depositor shall provide such instructions to the Trustee. The Trustee shall be fully protected and shall incur no liability for acting in accordance with any such instructions. Notwithstanding any other provision hereof, the Trustee shall not be liable for its selection of permitted investments or for any investment losses result from such investments. Notwithstanding anything contained herein to the contrary, the Delaware Trustee shall not be obligated to accept any cash or other assets for investment or otherwise.

Section 3.5. Power to Settle Claims . Subject to the limitations specified in this Agreement, the Trustee is authorized to prosecute or defend, or to settle by arbitration or otherwise, any claim of or against the Trustee, the Trust or the Trust Estate, to waive or release rights of any kind and to pay or satisfy any debt, tax or claim upon any evidence deemed sufficient by the Trustee in its sole discretion, without the joinder or consent of any Unitholder. The Unitholders shall have no power to prosecute any claim of the Trust or the Trust Estate against any Person other than to prosecute a claim to compel performance by the Trustee on behalf of the Trust or the Trust Estate.

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Section 3.6. Power to Contract for Services . In the administration of the Trust, the Trustee is empowered to employ oil and gas consultants (who may also be engaged as consultants for Grantor), independent reserve or reservoir engineers (who may also be engaged as independent reserve or reservoir engineers for Grantor), accountants (who may be the same accounting firm engaged as outside auditors for Grantor), attorneys (who may be counsel to Grantor unless Grantor otherwise notifies the Trustee in writing), transfer agents and other professional and expert Persons and to employ or contract for clerical and other administrative assistance (including assistance from Grantor or its Affiliates), to delegate to Agents any matter, whether ministerial or discretionary, and to act through such Agents and to make payments of all fees for services or expenses in any manner thus incurred out of the Trust Estate.

Section 3.7. Payment of Liabilities of Trust; Depositor Funding Obligation .

All expenses and liabilities of the Trust, including, without limitation, all amounts payable to the Trustee or the Delaware Trustee under Section 7.1 , Section 7.2 , or Section 7.3 , amounts required to repay any Depositor Loans, compensation to such Persons as may be employed as provided for in Section 3.6 hereof, amounts to repurchase Units pursuant to Section 3.15(c) and the fees, charges, expenses, disbursements and other costs incurred by the Trustee or Delaware Trustee in connection with the discharge of its duties under this Agreement (collectively, “ Trust Obligations ”) shall be paid by the Trustee to the extent that funds of the Trust are available therefor (which shall not include funds previously set aside for payment of a Quarterly Distribution Amount); provided that to the extent the Trust Obligations exceed the funds of the Trust available therefor, the Trust Obligations shall be paid promptly by Depositor, as a contribution to the Trust and without any right of repayment or interest in the Trust as a result thereof, up to a maximum of $350,000 per calendar year (the “ Depositor Annual Expense Cap ”), and any amount in excess of the Depositor Annual Expense Cap shall, except as provided in Section 3.16(d) or Section 3.16(e) (for clarity, Expenses under Section 3.16(d) or Section 3.16(e) shall not be subject to or count against or part of the Depositor Annual Expense Cap, and shall be paid by Depositor in accordance with Section 3.16(d) or Section 3.16(e) , as applicable), be paid by the Trust out of proceeds of Depositor Loans or loans pursuant to Section 3.9(b) . Trust Obligations required to be paid by Depositor may be paid directly by Depositor or, at the request of the Trustee, Depositor shall transfer to the Trustee from time to time funds equal to the aggregate amount of Trust Obligations that Depositor would otherwise be required to pay, and the Trustee shall utilize such funds to pay such Trust Obligations. The obligation of Depositor to make Depositor Loans is set forth in Section 7.5 .

Section 3.8. Establishment of Reserves . With respect to any liability that is contingent or uncertain in amount or that otherwise is not currently due and payable, the Trustee in its sole discretion may, but is not obligated to, establish a cash reserve for the payment of such liability.

Section 3.9. Limited Power to Borrow .

(a) Trustee on behalf of the Trust is authorized and directed to borrow funds from Depositor or any Affiliate of Depositor (as Depositor Loans), directly or indirectly, for the purposes described in Section 3.7 and Section 7.5 . Any Depositor Loan pursuant to this Section 3.9 or Section 7.5 may be evidenced by a written promissory note executed by the Trustee on behalf of the Trust, and shall (i) be on an unsecured basis, (ii)

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have a maturity date no earlier than the Dissolution Date, (iii) be interest-free, and (iv) be without recourse to the Trustee, it being agreed that any such loan shall be payable solely out of the assets of the Trust. Depositor Loans shall be paid in full prior to distributions to Unitholders.

(b) If at any time the cash on hand and to be received by the Trust and available to pay Trust Obligations or to purchase Units if required under Section 3.15(c) is not, or may not be, in the judgment of the Trustee, sufficient to pay the Trust Obligations as they become due or to purchase Units if required under Section 3.15(c) , and Depositor fails to make Depositor Loans in such amounts and at such times as Trustee deems sufficient (provided, however, that nothing herein is intended to relieve Depositor of its obligation to fund or cause an Affiliate of Depositor to fund all amounts requested by the Trustee pursuant to Section 7.5 in accordance with the provisions of Section 7.5 ), the Trustee is authorized to borrow the funds required to pay such Trust Obligations or make such purchases from any party other than Depositor and its Affiliates. If the Trust borrows any amounts pursuant to this Section 3.9(b) , no further distributions will be made to Unitholders (except in respect of any previously determined and unpaid Quarterly Distribution Amounts) until the indebtedness created by such borrowing has been paid in full. To secure payment of such indebtedness, the Trustee is authorized (without any vote of Unitholders) to mortgage, pledge, grant security interests in or otherwise encumber (and to include as a part thereof any and all terms, powers, remedies, covenants and provisions deemed necessary or advisable in the Trustee’s discretion, including, without limitation, the power of sale with or without judicial proceedings) the Trust Estate, or any portion thereof, including the Royalties, and to carve out and convey production payments.

(c) No provision of this Agreement shall require either the Trustee, the Delaware Trustee or any other Person serving as a fiduciary hereunder, to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. The Trustee and the Delaware Trustee or any other Person serving as fiduciary hereunder shall be indemnified and held harmless by Depositor and Grantor in accordance with Section 6.2 for any liability incurred in the performance of any of its duties under this Agreement. In no event shall the Trustee be responsible for the payment of any Quarterly Distribution Amount, Sales Proceeds Amounts or other amount except to the extent that it has sufficient cash on hand on behalf of the Trust to make such payment.

Section 3.10. Income and Principal . The Trustee shall not be required to keep separate accounts or records for income and principal or maintain any reserves for depletion of the Royalties. However, if the Trustee does keep such separate accounts or records, then the Trustee is authorized to treat all or any part of the receipts from the Royalties as income or principal without having to maintain a reserve therefor, and in general to determine all questions as between income and principal and to credit or charge to income or principal, or to apportion between them any receipt or gain and any charge, disbursement or loss.

Section 3.11. [Reserved] .

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Section 3.12. Transactions between Related Parties . Each of the Trustee and the Delaware Trustee shall not be prohibited in any way in exercising its powers from making contracts or having dealings with itself or its Affiliates in any other capacity (fiduciary or otherwise) or with Depositor or Grantor or any Affiliate of either of them.

Section 3.13. No Bond Required . Neither the Trustee nor the Delaware Trustee shall be required to furnish any bond or security of any kind.

Section 3.14. Timing of Trust Income and Expenses . The Trustee will attempt in good faith to cause the Trust and the Unitholders to recognize income and expenses on Quarterly Record Dates. The Trustee will invoice the Trust for services rendered by the Trustee on a periodic basis and, except to the extent that the Trustee’s fees previously have been paid directly by Depositor as agreed in Schedule 2 to this Agreement, shall cause the Trust to pay such invoices upon receipt by the Trust to the extent that funds of the Trust are available therefor (which shall not include funds previously set aside for payment of a Quarterly Distribution Amount), and will attempt in good faith to cause all Persons to whom the Trust becomes liable to invoice the Trust for such liability on a periodic basis and to cause the Trust to pay any such invoices to the extent that funds of the Trust are available therefor (which shall not include funds previously set aside for payment of a Quarterly Distribution Amount) upon receipt by the Trust. In connection with the requirements of any securities exchange on which the Units are listed or market system through which Units are traded, the Trustee will, if required by such securities exchange or market system, use all reasonable efforts to determine the Quarterly Distribution Amount and report such amount to the exchange or market system at such time as may be required by such securities exchange or market system.

Section 3.15. Divestiture of Units . If at any time the Trust or the Trustee is named a party in any judicial or administrative proceeding which seeks the cancellation or forfeiture of any property in which the Trust has an interest because of the nationality, or any other status, of any one or more Unitholders, the following procedures will be applicable:

(a) The Trustee will promptly give written notice (“ Notice ”) to each Unitholder (“ Ineligible Holder ”) whose nationality or other status is an issue in the proceeding as to the existence of such controversy related to the Royalties, the Trust or the Units. The Notice will contain a reasonable summary of such controversy and will constitute a demand to each Ineligible Holder that he dispose of his Units to a party which would not be an Ineligible Holder within 30 days after the date of the Notice.

(b) If any Ineligible Holder fails to dispose of his Units as required by the Notice, Depositor will have the right to purchase, and will purchase, any such Units at any time during the 90 days after the expiration of the 30-day period specified in the Notice; provided that in no case shall Depositor be required to purchase Units for an aggregate purchase price in excess of $1 million (“ IH Purchase Cap ”). The purchase price on a per Unit basis will be determined as of the last Business Day (“ Determination Day ”) preceding the end of the 30-day period specified in the Notice and will equal the following per Unit amount: (i) if the Units are then listed on a securities exchange the price will equal the closing price of the Units on such exchange (or, if the Units are then listed on more than one exchange, on the largest such exchange in terms of the volume of

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Units traded thereon during the preceding twelve months) on the Determination Day if any Units were sold on such exchange on such day or, if not, on the last preceding day on which any Units were sold on such exchange; (ii) if the Units are not then listed on any securities exchange, but are traded through a market system, the price will equal the mean between the closing bid and asked prices for the Units in such market system on the Determination Day if quotations for such prices on such day are available or, if not, on the last preceding day for which such quotations are available; or (iii) if the Units are not then listed on any stock exchange or traded through any market system, the price will be determined by dividing the present value of the estimated discounted future net revenues attributable to proved reserves of the Royalties as reflected in the latest Reserve Report prepared for the Trust, prepared using a discount rate of ten percent (10%) or such other rate required by the SEC and otherwise in accordance with such other criteria as shall then be prescribed by the SEC as contemplated by Section 3.17 (minus all liabilities of the Trust) by the number of Units (including the Units to be purchased) then outstanding. Depositor shall tender to the Trustee the aggregate purchase price for the Units to be purchased pursuant to this Section 3.15 by wire transfer of immediately available funds to the account of the Trustee set forth on Schedule 1 (or such other account as designated in writing by the Trustee after the date hereof), and the Trustee shall tender the above cash purchase price to each Ineligible Holder at his address as shown on the records of the Trustee or the nominee holder through which the Ineligible Holder holds such Units, either in person or by mail as provided in Section 12.6 , accompanied by notice of cancellation. Concurrently with such tender the Trustee shall reflect the purchase of such Units then owned by such Ineligible Holder and for which tender has been made, and the Trustee shall reflect such purchase in the records of the Trustee and instruct the transfer agent for the Units, if there shall then be one other than the Trustee, in writing to reflect such purchase in the records of such transfer agent. Upon such purchase, all interests, rights and benefits of the Ineligible Holder as a Unitholder shall terminate. In the event the tender is refused by the Ineligible Holder or if the tendered sum is returned to the Trustee, the tendered sum shall be held by the Trustee in a non- interest bearing account (unless the Trustee determines that it is legally required to hold the amount in an interest-bearing account) for the benefit of such Ineligible Holder, until proper claim for same (together with interest, if any, accrued thereon) has been made by such Ineligible Holder, but subject to applicable laws concerning unclaimed property. If a Determination Day shall occur prior to the earliest date at which a Reserve Report is available to the Trust and at such time, the Units are not then listed on any stock exchange or traded through any market system, the price will be determined by the good faith resolution of Grantor’s Board of Directors, a copy of which, certified by Grantor’s Secretary, will be provided by Grantor to the Trustee promptly upon the adoption thereof.

(c) To the extent that the aggregate purchase price of the Units held by Ineligible Holders required to be purchased by the Depositor pursuant to Section 3.15(b) exceeds the IH Purchase Cap, then the Trustee shall have the right to cause the Trust to purchase, and shall cause the Trust to purchase, any such Units in excess of the IH Purchase Cap to the extent cash is available to the Trust (pursuant to Section 3.7 , Depositor Loans or Royalty proceeds) on the same terms and conditions and in the same manner as set forth in Section 3.15(b) .

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(d) Notwithstanding any other provision of this Agreement, the Trustee shall incur no liability to any Unitholder or to any other person as a result of any action the Trustee may take or fail to take under this Section 3.15 or otherwise as a result of the Trustee’s compliance or inability for any reason to comply with its duties under this Section 3.15 , unless such liability arises out of, or is based upon, any fraudulent misrepresentation, gross negligence, or willful misconduct of the Trustee or for acts or omissions in bad faith as adjudicated by arbitration (pursuant to Article XI ) or a final, nonappealable judgment of a court of competent jurisdiction.

Section 3.16. Filing of Securities Act Registration Statement, Exchange Act Registration Statement and Other Reports, Listing of Trust Units, etc.; Certain Fees and Expenses .

(a) Prior to the execution and delivery hereof, Depositor, Grantor and the Regular Trustees have taken, at Depositor’s and Grantor’s expense, all action necessary to (i) prepare and file the Securities Act Registration Statement with the SEC and request acceleration of the effectiveness of the Securities Act Registration Statement and cause it to become effective so as to register, under the Securities Act, the offer and sale of the Units to the persons who subsequently became or will become Unitholders as contemplated by the Securities Act Registration Statement or the Exchange Act Registration Statement, (ii) register or qualify or exempt from registration or qualification the offer and sale of the Units to such persons under all state securities or “Blue Sky” laws, (iii) register or take any other action required under the laws of any other jurisdiction in connection with the offer and sale of the Units to such persons, (iv) if necessary, prepare and file the Exchange Act Registration Statement with the SEC and register the Units under the Exchange Act, (v) take all other actions required under all applicable laws in connection with the offer, sale and distribution of the Units as described in the Securities Act Registration Statement, and (vi) effect all other actions legally required in connection with the offer and sale and distribution of the Units to the persons who subsequently became or will become Unitholders as contemplated by the Securities Act Registration Statement or the Exchange Act Registration Statement. Depositor and Grantor shall use their commercially reasonable best efforts to effect and maintain the registration under the Exchange Act to the extent legally required.

(b) In the event that any further action is necessary in order to more fully effectuate the matters described in Section 3.16(a) (including the filing of any post-effective amendment to the Securities Act Registration Statement and any Exchange Act Registration Statement, and including the filing of any registration statement relating to the conversion of any Company Convertible Securities), Depositor and Grantor, are each hereby authorized to act as agents of the Trust and take any such action on behalf of the Trust (including executing, by and on behalf of the Trust, any documents incidental or related to the foregoing), all at the expense of Depositor, which shall pay all expenses relating to any such actions, and which expenses shall not count in the calculation of the Depositor Annual Expense Cap and shall not constitute Depositor Loans.

(c) The Depositor shall use its commercially reasonable best efforts to prepare, or cause to be prepared, and file, or cause to be filed, an application for the listing of the Units on the OTCQX tier of the OTC Markets (the “ OTCQX ”) promptly

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following the Effective Time and take any other action and execute and deliver any certificate or documents that may be necessary to effect such listing, and the Trustee shall cooperate with Depositor as directed by Depositor as necessary to effectuate such listing. If at any time the Units are not listed for trading on the New York Stock Exchange (“ NYSE ”) or NASDAQ but become eligible (including by satisfying the minimum price criteria (the “ MPC ”)) for such a listing, then the Depositor shall use its commercially reasonable best efforts to prepare, or cause to be prepared, and file, or cause to be filed, an application for the listing of the Units on (i) if the Units satisfy the NYSE listing criteria (including the MPC), the NYSE or (ii) if the Units do not satisfy the NYSE listing criteria but satisfy the NASDAQ listing criteria (including the MPC), NASDAQ, and take any other action and execute and deliver any certificates or documents that may be necessary to effect such listing, and the Trustee shall cooperate with Depositor as directed by Depositor as necessary to effectuate such listing. All costs and expenses incurred by the Trust or Trustee in connection with the listing or admittance to quotation on the OTCQX, NYSE or NASDAQ, as applicable, or efforts to effect the same, whether or not successful, shall be paid by Depositor (or, if paid by the Trustee, reimbursed by Depositor), and shall not be subject to or count against all or part of the Depositor Annual Expense Cap and shall not constitute Depositor Loans. If the Units are listed or admitted for quotation on the OTCQX, NYSE or NASDAQ, then the Trustee, on behalf of the Trust and acting upon the advice of counsel, shall cause the Trust to comply with all rules, orders and regulations of the SEC and the OTCQX, NYSE or NASDAQ, as applicable, on which the Units are listed or admitted for quotation, to which the Trust is subject as a result of the Units being registered under the Exchange Act if applicable and listed or admitted for quotation on the OTCQX, NYSE or NASDAQ, as applicable, and to take all such other actions directed by Depositor and which may reasonably be taken which are necessary for the Units to remain registered under the Exchange Act if necessary and listed or admitted for quotation on the OTCQX, NYSE or NASDAQ until the Trust is terminated. In addition, the Trustee is authorized to take, and the Trustee shall take, all actions to prepare and, to the extent required by this Agreement or by law, mail to Unitholders any reports, press release or statements, financial or otherwise, that the Trustee determines are required to be provided to Unitholders by applicable law or governmental regulation or the requirements of any securities exchange or quotation system on which the Units are listed or admitted for quotation. In addition, the Trustee, on behalf of the Trust and acting upon the advice of counsel, shall cause the Trust to comply with all of the applicable provisions of the Sarbanes-Oxley Act and the rules and regulations of the SEC related thereto, including but not limited to, establishing, evaluating and maintaining a system of disclosure controls and procedures and internal control over financial reporting and making all required certifications pursuant to the Sarbanes-Oxley Act and the rules and regulations of the SEC. The Trustee shall execute, by and on behalf of the Trust, any documents incidental or related to the objectives specified in this Section 3.16(c) . The Trustee may at any time request directions or instructions from Depositor with respect to any matter described in or contemplated by this Section 3.16 , and shall be fully protected, and shall incur no liability, in relying on any such direction or instruction. For purposes of this Section 3.16 , “commercially reasonable best efforts” shall include, without limitation: (v) filing an application for listing ten (10) Business Days following (1) in the case of the OTCQX, the Closing and (2) in the case of the NYSE or NASDAQ, the Units

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meeting the MPC of the NYSE or NASDAQ, as applicable, for thirty (30) consecutive trading days; (w) taking all commercially reasonable steps necessary to pursue the listing application, including cooperating with the applicable listing authority and responding to any requests for information or questions as soon as possible; (x) if a listing application is denied by the applicable listing authority for any reason, taking all commercially reasonable steps necessary to eliminate the reason for the denial; (y) if a listing application is denied by the NYSE and the reasons for such denial cannot be resolved on a commercially reasonable basis, pursuing a listing application with NASDAQ if the NASDAQ listing criteria (including satisfying the MPC for thirty (30) consecutive trading days) are met; and (z) reapplying for listing with the applicable listing authority if the reasons for a prior denial of listing are no longer applicable.

(d) To the fullest extent permitted by law, Depositor and Grantor agree to defend, indemnify and hold the Trust, the Trustee, the Delaware Trustee and their respective officers, employees, agents and controlling persons harmless from and against any liabilities, obligations, costs, expenses, actions, suits, claims, damages (including consequential damages and all other types of damages), losses, penalties, taxes, fees and other charges of any kind and nature whatsoever (collectively, “ Expenses ”), joint or several, or any action in respect thereof, to which the Trust, the Trustee, the Delaware Trustee or the officers, employees or agents of the Trustee or Delaware Trustee or any controlling person of the Trustee or Delaware Trustee becomes 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 arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Securities Act Registration Statement or Exchange Act Registration Statement, listing application with any national securities exchange, or any other document filed by or on behalf of the Trust or Grantor or Depositor with the SEC or pursuant to any other federal or state securities law, or any other statement publicly made by or on behalf of the Trust or Grantor, or (ii) the omission or alleged omission to state in any Securities Act Registration Statement or Exchange Act Registration Statement listing application with any national securities exchange, or any other document, or any other statement publicly made by or on behalf of the Trust or Grantor or Depositor, any material fact required to be stated therein or necessary to make the statements therein not misleading; provided , however , that neither Grantor nor Depositor shall be liable in any case to the extent that any Expense arises out of, or is based upon, (A) any fraudulent misrepresentation, gross negligence or willful misconduct of the Trustee or (B) any untrue statement or alleged untrue statement or omission or alleged omission included in any such Securities Act Registration Statement or Exchange Act Registration Statement, or any other document filed by or on behalf of Depositor, Grantor, the Trust or the Trustee with the SEC, or any other statement publicly made by or on behalf of Depositor, Grantor, the Trust or the Trustee in reliance upon and in conformity with written information furnished by or on behalf of the Trustee specifically for inclusion therein. This provision shall in no way limit the general rights to indemnification and contribution and limitations on liability of the Trust, the Trustee and the Delaware Trustee set forth in Article VI of this Agreement or elsewhere herein, and no other provisions of this Agreement shall limit the provisions of this Section 3.16(d) . Depositor and Grantor shall promptly reimburse the Trustee and the Delaware Trustee for, or advance to the Trustee and the Delaware Trustee, any fees or expenses,

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including reasonable legal fees and fees and expenses of experts and other litigation expenses, incurred by the Trustee or the Delaware Trustee in connection with the investigation or defense of any Expenses with respect to which the Trustee or the Delaware Trustee is entitled to indemnity by Grantor under this Section 3.16(d) .

(e) If the indemnification provided for in this Section 3.16 shall for any reason (including, without limitation, due to violation of public policy) be unavailable to or insufficient to hold harmless the Trustee or the Delaware Trustee in respect of any Expense or other liability, expense, claims, damages or loss as to which the Trustee or Delaware Trustee would otherwise be entitled to indemnification pursuant to this Section 3.16 , then Depositor, Grantor and the Trust shall, in lieu of indemnifying the Trustee or Delaware Trustee, as applicable, contribute to the amount paid or payable by the Trustee or Delaware Trustee as a result of such liability, expense, claims, damages or loss, in such proportion as shall be appropriate to reflect the relative fault of Depositor, Grantor (with respect to contribution by Depositor, the Trust or Grantor), the Trustee or Delaware Trustee with respect to the events, acts or circumstances giving rise to the Expense or other liability, expense, claims, damages or loss, as well as any other relevant equitable considerations, all as further set forth in Section 6.4 .

Section 3.17. Reserve Reports . If Grantor advises the Trustee that the Royalties have quantifiable reserves related to them as of December 31 of any year, the Trustee shall engage a firm of nationally recognized independent petroleum engineers to prepare a Reserve Report for the Royalties as of December 31 of such year. The engineers shall be directed to prepare the Reserve Report in accordance with criteria established by the SEC, showing estimated proved oil and gas reserves attributable to the Royalties as of December 31 of such year and other reserve information required in order for the Trustee to furnish the information required in Sections 5.3 and 5.4 of this Agreement. The independent petroleum engineers shall be selected by Grantor, with the consent of the Trustee (which consent shall not be unreasonably withheld or delayed). Such Reserve Report shall also show estimated future net revenues and the net present value (discounted at ten percent (10%) or such other rate required by the SEC) of the estimated future net revenues (calculated in accordance with criteria established by the SEC) of proved reserves attributable to the Royalties, or such other information as may then be required by applicable rules. The costs of such Reserve Reports shall be paid in accordance with Section 3.7 . Grantor shall assist in the preparation of the Reserve Reports by furnishing all reserve, production and geophysical data in its possession relating to the Royalties reasonably requested by or on behalf of the independent petroleum engineers as necessary to prepare such Reserve Reports; provided , however , that Grantor shall not be required to disclose or produce any information, documents or other materials which (a) were generated for analysis or discussion purposes or contain interpretative data or (b) are subject to the attorney-client or attorney-work product privileges, or any other privileges to which Grantor may be entitled pursuant to applicable law.

Section 3.18. [Reserved] .

Section 3.19. Unitholders . Upon request, the Trustee shall provide to any Unitholder of record a list of Unitholders of record as of the Quarterly Record Date prior to the date of receipt of such request or as of any other date. The Trustee shall also have authority to provide any other listing of Unitholders to any Unitholder or any beneficial owner of Units to the extent required or permitted by applicable law. By accepting Units, each Unitholder consents to the Trustee providing any such listing of Unitholders as described above.

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Section 3.20. Call Rights .

(a) At any time after the fifth anniversary of the date hereof, Depositor shall have the right and option (such right and option, the “ High-Value Call Option ”) to cause the Trust to purchase all, but not less than all, of the Units from all the Unitholders at a price of $10 per Unit (appropriately adjusted for Unit subdivisions, splits or combinations as described in Section 2.5(b) and Section 3.20(k) ), without interest on or any other adjustment to such price per Unit. Depositor may exercise its High-Value Call Option by providing written notice (the “ HV Call Notice ”) to the Trustee of its election to exercise its High-Value Call Option and tendering to the Trustee the full purchase price for all outstanding Units (other than Units held by Depositor or a Subsidiary of Depositor) by wire transfer of immediately available funds to the account of the Trustee set forth on Schedule 1 (or such other account as designated in writing by the Trustee after the date hereof). Any election by Depositor to exercise the High-Value Call Option shall be irrevocable. The HV Call Notice shall state the record date (the “ HV Call Record Date ”) for which Unitholders shall be determined for purposes of the purchase of the Units pursuant to the High-Value Call Option, which shall be a date not less than 15 nor more than 30 days after the date of the HV Call Notice. The transfer books for the Units shall be closed as of 11:59 pm, central time, on the HV Call Record Date (the “ HV Termination Time ”) and no transfer of the Units shall be made or recognized after such date. The date and time of the HV Call Record Date and of the HV Termination Time shall be identical.

(b) At any time after the fifth anniversary of the date hereof, if the Units are then listed for trading or admitted for quotation on a national securities exchange or any quotation system and the VWAP per Unit is equal to $0.25 or less for the immediately preceding consecutive nine-calendar-month period (ending as of 11:59 p.m. eastern time on the last day of the applicable calendar month (the “ Nine-Month Period ”), Depositor shall have the right and option (such right and option, the “ Low-Value Call Option ”) to cause the Trust to purchase all, but not less than all, of the Units from all the Unitholders at a price of $0.25 per Unit (appropriately adjusted for Unit subdivisions, splits or combinations as described in Section 2.5(b) or Section 3.20(k) ), without interest on or any other adjustment to such price per Unit. Depositor may exercise its Low-Value Call Option by providing to the Trustee within 30 days of the last calendar day of the Nine-Month Period written notice (the “ LV Call Notice ”) of its election to exercise its Low-Value Call Option, together with a certificate signed by a duly authorized officer of Depositor (on which the Trustee shall be entitled to rely) (the “ VWAP Certificate ”) certifying that the VWAP per Unit is equal to $0.25 (appropriately adjusted for Unit subdivisions, splits or combinations as described in Section 2.5(b) or Section 3.20(k) ) or less for such Nine-Month Period, and tendering to the Trustee the full purchase price for all outstanding Units (other than Units held by Depositor or a Subsidiary of Depositor) by wire transfer of immediately available funds to the account of the Trustee set forth on Schedule 1 (or such other account as may be designated in writing by the Trustee after the date hereof). Any election by Depositor to exercise the Low-Value Call Option shall

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be irrevocable. The LV Call Notice shall state the record date (the “ LV Call Record Date ”) for which Unitholders shall be determined for purposes of the purchase of the Units pursuant to the Low-Value Call Option, which shall be a date not less than 15 nor more than 30 days after the date of the LV Call Notice. The transfer books of the Units shall be closed as of 11:59 pm, central time, on the LV Call Record Date (the “ LV Termination Time ” and, together with the HV Termination Time, the “ Call Termination Time ”) and no transfer of the Units shall be made or recognized after such date. The date and time of the LV Call Record Date and of the LV Termination Time shall be identical. The Trustee shall have no duty or authority to question the VWAP Certificate or the matters stated therein and shall be entitled to rely thereon and shall be fully protected in relying thereon without investigation.

(c) As soon as reasonably practicable after the date of either a HV Call Notice or LV Call Notice, the Trustee shall mail or cause to be mailed to each Unitholder of record notice, substantially in form agreed between the Depositor and the Trustee, of the exercise of the High-Value Call Option or the Low-Value Call Option, as applicable, and instructions for use in effecting the surrender of Book-Entry Units in exchange for the purchase price with respect to such Units.

(d) All outstanding Units as of the Call Termination Time shall be cancelled as of the Call Termination Time (including all Units held by Depositor) and no Unitholder shall thereafter have any Beneficial Interest or other right or interest with respect to any Units and all interests, rights and benefits of such Unitholder as a Unitholder shall terminate other than the right to receive the purchase price for such Units as provided in this Section 3.20 and an amount, net of any expenses of the Trustee in connection with the dissolution and termination of the Trust, equal to such Unitholder’s pro rata share of (i) any Quarterly Distribution Amount for which a record date prior to the Call Termination Date has been publicly announced by the Trustee and for which a cash reserve has been established that has not been distributed to such Unitholder and (ii) the Trust’s share of the proceeds of Production that has accrued but not yet been paid prior to the Call Termination Time (the “ Accrued Production Amount ”). Depositor shall certify to the Trustee the amount of the Accrued Production Amount, and the Trustee shall be fully protected and shall incur no liability in relying on such certification. In lieu of paying the Accrued Production Amount to the Trust in accordance with the terms of the Conveyances, Depositor shall pay the Accrued Production Amount to the Trust within five (5) Business Days after the occurrence of the Call Termination Time. Within ten (10) Business Days after the occurrence of the Call Termination Time, the Trustee shall distribute to each record holder of Units (other than Depositor) as of the Call Termination Time, at such Unitholder’s address as shown on the records of the Trustee as provided in Section 12.6 , together with notice of cancellation, an amount equal to the product of (i) the total number of Units held by such Unitholder as of the Call Termination Time multiplied by (ii) the per Unit purchase price as provided in Section 3.20(a) or Section 3.20(b) , as applicable. In the event the tender is refused by a Unitholder or if the tendered sum is returned to the Trustee, the tendered sum shall be held by the Trustee in a trust account for the benefit of such Unitholder, until proper claim for same (together with interest accrued thereon) has been made by such Unitholder, but subject to applicable laws concerning unclaimed property. In the event of

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a transfer of ownership of Units that is not registered in the transfer records of the Trustee, the purchase price to be paid with respect to such Units may be paid to such a transferee upon delivery to the Trustee of all documents required by the Trustee (pursuant to Section 4.7 or otherwise) to evidence and effect such transfer and to evidence that any potentially applicable stock transfer or other similar taxes have been paid or are not applicable are presented to the Trustee. No interest shall be paid or shall accrue on the cash payable upon surrender of any Book-Entry Unit.

(e) All costs and expenses incurred by the Trustee in connection with the exercise by Depositor of the High-Value Call Option or of the Low-Value Call Option shall be paid by Depositor (or, if paid by the Trustee, reimbursed by Depositor), without limitation by the Depositor Annual Expense Cap or any other provision of this Agreement. All expenses and liabilities of the Trust at the Call Termination Time that exceed the funds then available to the Trust shall be paid by Depositor (or, if paid by the Trustee, reimbursed by Depositor, without limitation by the Depositor Annual Expense Cap or any other provision of this Agreement).

(f) The Trustee shall invest, as directed by Depositor, any funds tendered by Depositor to the Trustee pursuant to Section 3.20(a) or Section 3.20(b) , as applicable; provided, however, that no such investment or loss thereon shall affect the amounts payable to holders of Units pursuant to this Section 3.20 , and following any losses from any such investment, Depositor shall promptly provide additional funds to the Trustee for the benefit of the Unitholders at the Call Termination Time in the amount of such losses, which additional funds will be deemed to be part of the purchase price for such Units. Any interest or other income resulting from such investments shall be paid to Depositor, upon demand.

(g) Any portion of the funds tendered by Depositor to the Trustee pursuant to Section 3.20(a) or Section 3.20(b) , as applicable (including any interest or other amounts received with respect thereto) that remains unclaimed by, or otherwise undistributed to, Unitholders for one year after the Call Termination Time shall be delivered to Depositor, upon demand, and any Unitholder who has not theretofore complied with this Section 3.20 shall thereafter look only to Depositor as general creditor thereof, for satisfaction of its claim for the purchase price of the Units held by such Unitholder as of the HV Call Record Date or LV Call Record Date, as applicable, without any interest thereon.

(h) Neither Depositor nor the Trustee shall be liable to any person in respect of any portion of the funds tendered by Depositor to the Trustee pursuant to Section 3.20(a) or Section 3.20(b) , as applicable, delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Notwithstanding any other provision of this Agreement, any portion of the funds tendered by Depositor to the Trustee pursuant to Section 3.20(a) or Section 3.20(b) , as applicable, that remains undistributed to the holders of Book-Entry Units as of the second anniversary of the Call Termination Time (or immediately prior to such earlier date on which such funds would otherwise escheat to or become the property of any governmental entity), shall, to the extent permitted by applicable law, become the property of Depositor, free and clear of all claims or interest of any person previously entitled thereto.

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(i) Depositor and the Trustee (without duplication) shall be entitled to deduct and withhold from the purchase price and other amounts otherwise payable to any Unitholder upon the purchase of its Units pursuant to this Section 3.20 such amounts as are required to be deducted and withheld with respect to the making of such payment under applicable tax law. Any amounts so deducted, withheld and paid over to the appropriate taxing authority shall be treated for all purposes of this Agreement as having been paid to the Unitholder in respect of which such deduction or withholding was made.

(j) If at any time the Trustee is uncertain about its duties pursuant to this Section 3.20 , or is subject to competing, conflicting or inconsistent demands in connection with any matter under any provision of this Agreement, the Trustee shall be fully protected and shall incur no liability to any Unitholder or Depositor or to Grantor or to any other Person if the Trustee declines to take any action until (i) all such demands are resolved in a written agreement signed by all of the Persons having an interest in the matter, (ii) the Trustee has received either (x) written instructions from Depositor (unless Depositor has a conflict of interest in the matter) or (y) a written opinion of counsel, in either case advising Trustee as to its duties or the manner in which to resolve such uncertainties or competing, conflicting or inconsistent demands or (iii) Trustee has obtained an appropriate order from a court of competent jurisdiction.

(k) In the event outstanding Units shall be subdivided or split into a greater number of Units, the price of the High-Value Call Option (as defined in Section 3.20(a) ) and the price of such Low-Value Call Option (as defined in Section 3.20(b)) in effect on the day upon which such subdivision or split becomes effective shall be proportionately reduced, and, conversely, in the event outstanding Units shall each be combined into a smaller number of Units, the price of such High-Value Call Option (as defined in Section 3.20(a) ) and the price of such Low-Value Call Option (as defined in Section 3.20(b)) in effect on the day upon which such combination becomes effective shall be proportionately increased, such increase or reduction, as the case may be, to become effective immediately on the day upon which such subdivision, split or combination becomes effective.

(l) Contemporaneously with the Depositor’s delivery to the Trustee of the HV Call Notice or LV Call Notice, as applicable, Depositor shall deliver or cause to be delivered to each record holder of the Company Convertible Securities a copy of such HV Call Notice or LV Call Notice. If any such holder of the Company Convertible Securities converts such Company Convertible Securities in accordance with the respective terms of the applicable underlying agreements prior to the HV Call Record Date or the LV Call Record Date, as applicable, then such holder shall be deemed to hold the number of Units that would be distributed to such holder upon such conversion (whether or not such Units have been distributed to such holder) and shall be entitled to the purchase price attributable to such Units upon exercise of the High-Value Call Option or Low-Value Call Option, as applicable. The Depositor shall notify the Trustee or transfer agent designated by the Trustee of such conversion in accordance with Section 2.5 .

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ARTICLE IV.

BENEFICIAL SHARES

Section 4.1. Creation and Distribution . The entire Beneficial Interest shall be divided into 230,172,696 Units (as adjusted to reflect any Unit subdivision, split or combination as described in Section 2.5(b) and Section 3.20(k) ). The Units shall be uncertificated and ownership thereof evidenced by entry of a notation in an ownership ledger maintained for such purpose by the Trustee or a transfer agent designated by the Trustee. All Units issued by the Trust in accordance with the terms of this Agreement shall be validly issued, fully paid and non-assessable. The Unitholders shall be the sole beneficial owners of the Trust Estate and the Trust.

Section 4.2. Beneficial Interest of Unitholders; Limitation on Personal Liability of Trust Unitholders . Each Unit shall represent pro rata undivided ownership of the Beneficial Interest and shall entitle its holder to participate pro rata in the rights and benefits of the Unitholders under this Agreement. Each Unitholder (by assignment or otherwise) shall take and hold each Unit subject to all the terms and provisions of this Agreement and the Conveyances, which shall be binding upon and inure to the benefit of such Unitholder and the heirs, personal representatives, successors and assigns of such Unitholder. By an assignment or transfer of one or more Units the assignor thereby shall, effective as of the close of business on the date of transfer and with respect to such assigned or transferred Unit or Units, part with, except as required by federal or state tax laws or provided in Section 4.4 in the case of a transfer after a Quarterly Record Date and prior to the corresponding quarterly payment date, (i) all his Beneficial Interest attributable thereto; (ii) all his rights in, to and under such Unit; and (iii) all interests, rights and benefits under this Trust of a Unitholder which are attributable to such Unit or Units as against all other Unitholders and the Trustee. The Units and the rights, benefits and interests attributable to them (including, without limiting the foregoing, the entire Beneficial Interest) are and shall be held and construed to be in all respects personal property, and Units shall be bequeathed, assigned, disposed of and distributed as personal property. No Unitholder as such shall have any legal title in or to any real or personal property interest which is a part of the Trust Estate, including, without limiting the foregoing, the Royalties or any part thereof, but the sole interest of each Unitholder shall be such Unitholder’s Beneficial Interest and the obligation of the Trustee to hold, manage and dispose of the Trust Estate and to account for the proceeds thereof as herein provided. No Unitholder shall have the right to call for or demand or secure any partition or distribution of the Royalties during the continuance of the Trust or during the period of liquidation and winding up under Section 9.3 of this Agreement or at any other time. Pursuant to Section 3803(a) of the Delaware Trust Act, the Unitholders shall be entitled, to the fullest extent permitted by law, to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

Section 4.3. [Reserved] .

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Section 4.4. Registration and Transfer of Units . The Units shall be transferable as provided herein, and then only on the records of the Trustee and, except as provided in Section 3.15 hereof, upon compliance with such reasonable regulations as the Trustee may prescribe. No service charge shall be made to Unitholders or Transferees for any transfer of a Unit, but the Trustee may require payment of a sum sufficient to cover any expense, tax or other governmental charge that may be imposed in relation thereto. Until any such transfer is completed, the Trustee may treat the owner of any Unit as shown by its records as the owner of the Unit for all purposes and shall not be charged with notice of any claim or demand respecting such Unit or the Beneficial Interest represented thereby by any other Person. Any such transfer of a Unit shall, as to the Trust and the Trustee, transfer to the Transferee as of the close of business on the date of transfer all of the Beneficial Interest of the transferor; provided , however , that a transfer of a Unit after any Quarterly Record Date shall not transfer to the Transferee the right of the transferor to any sum payable to such transferor as title holder of the Unit of record on such Quarterly Record Date or any right to vote on any matter as to which the record date for the vote is prior to the transfer. As to matters affecting the title, ownership, warranty or transfer of Units and Certificates, except as provided to the contrary herein, Article 8 of the Uniform Commercial Code, the Uniform Act for Simplification of Fiduciary Security Transfers, and other statutes and rules with respect to the transfer of securities, each as adopted and then in force in the State of Delaware, shall, govern and apply. Neither the death of any Unitholder or any other event shall entitle any Unitholder or Transferee or other Person to an accounting or valuation for any purpose.

Section 4.5. [Reserved] .

Section 4.6. Protection of Trustee . At any time, the Trustee or the Delaware Trustee may request certification of any fact, circumstance, computation or other matter relevant to the Trust or the Trustee’s (or Delaware Trustee’s) performance of its duties hereunder, and the Trustee or Delaware Trustee, as applicable, shall be fully protected in relying on any such certification or other statement or advice from Grantor or Depositor or any officer or other employee of Grantor or Depositor or any agent of any of them. Without limiting the foregoing, the Trustee and the Delaware Trustee shall be fully protected in acting or relying upon any notice, certificate, assignment or other document or instrument believed by the Trustee or the Delaware Trustee to be genuine and to have been signed by the proper party or parties, including, without limitation, any instructions or documents received from Grantor or Depositor in connection with this Agreement. Except as provided herein to the contrary, the Trustee and the Delaware Trustee are specifically authorized to rely upon the application of Article 8 of the Uniform Commercial Code, the application of the Uniform Act for Simplification of Fiduciary Security Transfers and the application of other statutes and rules with respect to the transfer of securities, each as adopted and then in force in the State of Delaware, as to all matters affecting title, ownership, warranty or transfer of the Units, without any personal liability for such reliance, and the indemnity granted under Section 6.2 of this Agreement shall specifically extend to any matters arising as a result thereof. In accepting and performing its duties hereunder the Trustee acts not in its individual capacity, and all persons having any claim against the Trustee by reason of the transactions contemplated by this Agreement or any other Trust related document or agreement shall look only to the Trust’s property for payment or satisfaction thereof. No provision of this Agreement shall require the Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder. Under no circumstances shall the Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust.

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Section 4.7. Determination of Ownership of Units . In addition to the rights and protections of and for the Trustee set forth in Section 4.6 of this Agreement and elsewhere in this Agreement, in the event of any disagreement between Persons claiming to be Transferees of any Unit, or in the event of any question on the part of the Trustee when presented with a request for transfer of a Unit that the Trustee believes is not fully resolved by opinions of counsel or other documents obtained in connection therewith, and in addition to any other rights it may have under applicable law, the Trustee shall be entitled, at its option, to refuse to recognize any such claim so long as such disagreement or question shall continue. In so refusing, the Trustee may elect to refuse or refrain to act with respect to making delivery or other disposition of the interest represented by the Unit involved, or any part thereof, or of any sum or sums of money, accrued or accruing thereunder, and, in so doing, the Trustee shall not be or become liable to any Person for the failure or refusal of the Trustee to comply with such conflicting claims, and the Trustee shall be entitled to continue so to refrain and refuse so to act, until:

(a) the rights of the adverse claimants or the questions of the Trustee have been adjudicated by arbitration (pursuant to Article XI ) or by a final nonappealable judgment by a court assuming and having jurisdiction of the parties and the interest and money involved, or

(b) all differences have been resolved by valid agreement between such parties and the Trustee shall have been notified thereof in writing signed by all of the interested parties.

Section 4.8. Transfer Agent . The Trustee may serve as transfer agent or may designate a transfer agent at any time. The initial transfer agent shall be American Stock Transfer & Trust Company, LLC. The Trustee may dismiss the transfer agent and designate a successor transfer agent at any time with or without reason. Any entity serving as transfer agent shall be entitled to payment of its fees in accordance with the terms of its engagement.

ARTICLE V.

ACCOUNTING AND DISTRIBUTION; REPORTS

Section 5.1. Fiscal Year and Accounting Method . The fiscal year of the Trust shall be the calendar year. The books and records of the Trust shall be maintained and the financial statements of the Trust shall be prepared in accordance with applicable requirements that will provide appropriate financial data responsive to the reasonable needs of the Unitholders and which shall comply with Sections 5.3 and 5.4 , which may be a system of accounting other than U.S. generally accepted accounting principles (“ GAAP ”).

Section 5.2. Distributions . The Trustee shall determine the Quarterly Distribution Amount for each Quarter and shall establish a cash reserve equal to such amount for distribution to Unitholders of record as of the Quarterly Record Date for such Quarter. On the Distribution Date for such Quarterly Distribution Amount, the Trust will distribute the Quarterly Distribution Amount pro rata to the Unitholders of record on the applicable Quarterly Record Date. Notwithstanding anything herein to the contrary, Trust shall not make any distribution to the Unitholders unless and until the Trust has received revenues generated from the Royalties and has paid any expenses or liabilities of the Trust then due and payable (including any amounts

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payable to Grantor or Depositor) and funded any reserves the Trustee then considers advisable in amounts the Trustee deems appropriate. Nothing herein shall prevent or restrict payments to Unitholders pursuant to Section 3.15 or Section 3.20 .

Section 5.3. Income Tax Reporting . For federal and state income tax purposes, the Trust shall file such returns and statements as it is advised are required to comply with applicable provisions of the Code and regulations and any applicable state laws and regulations, in either case to permit each Unitholder to report such Unitholder’s share of the income and deductions of the Trust. The Trust shall treat all income and deductions of the Trust for each Quarter as having been realized on the Quarterly Record Date for such month unless otherwise advised by its tax advisors, counsel or the Internal Revenue Service. The Trust shall report as a grantor trust until and unless it is advised by tax counsel or other tax experts that such reporting is no longer proper or appropriate. Within 75 days following the end of each fiscal year, the Trust shall mail, to each Unitholder of record on a Quarterly Record Date during such fiscal year, a report which shall show in reasonable detail such information as is necessary to permit all holders of record of Units on a Quarterly Record Date during such fiscal year to make calculations necessary for tax purposes.

Section 5.4. Reports to Unitholders .

(a) Within 45 days following the end of each of the first three Quarterly Periods of each calendar year (or such other period of time as may be required by the rules and regulations of the SEC adopted with respect to the Exchange Act or of any U.S. securities exchange or quotation system on which the Units are listed or admitted to trading), the Trust shall mail to each Person who was a Unitholder of record on the Quarterly Record Date for such Quarterly Period a report, which may be a copy of the Trust’s Quarterly Report on Form 10-Q under the Exchange Act (or any successor form or report under the Exchange Act or any successor legislation), which shall show in reasonable detail the assets and liabilities and receipts and disbursements of the Trust for such Quarterly Period; provided , however , the obligation to mail a report to each Unitholder of record shall be deemed to be satisfied if the Trust files a copy of its Quarterly Report on Form 10-Q (or any successor form or report) on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system maintained by the SEC or any successor system or otherwise makes such report publicly available on an Internet website that is generally accessible to the public or otherwise make such report publicly available.

(b) Within 90 days following the end of each fiscal year (or such shorter period of time as may be required by the rules and regulations of the SEC adopted with respect to the Exchange Act or of any securities exchange or quotation system on which the Units are listed or admitted to trading), the Trust shall mail to each Person who was a Unitholder of record on a date to be selected by the Trustee an annual report, which may be a copy of the Trust’s Annual Report on Form 10-K under the Exchange Act (or any successor form or report under the Exchange Act or any successor legislation), containing financial statements audited by an independent registered public accounting firm selected by the Trustee, plus such annual reserve information regarding the Royalties as may be required by the rules and regulations of the SEC; provided , however , the obligation to

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mail a report to each Unitholder of record shall be deemed to be satisfied if the Trust files a copy of its Annual Report on Form 10-K (or any successor form or report) on the EDGAR system maintained by the SEC or any successor system or otherwise makes such report publicly available on an Internet website that is generally accessible to the public or otherwise makes such report publicly available.

(c) Notwithstanding the foregoing, the Trust shall furnish to the Unitholders such reports, in such manner and at such times, as are at any time required by law or by rules or regulations of any U.S. securities exchange or quotation system on which the Units are listed or admitted for trading, if applicable.

Section 5.5. Filings . The Trust shall make all Exchange Act filings required by applicable law or regulation. Depositor or Grantor shall prepare and file all filings and reports required under state securities or Blue Sky laws. The Trust shall take all reasonable actions to prepare and mail to Unitholders any reports, press releases or statements, financial or otherwise, that Depositor or Grantor notifies the Trust in writing are required to be provided by the Trust to Unitholders by law or governmental regulation or the requirements of any securities exchange or quotation system on which the Units are listed or admitted for trading, if applicable, subject to receipt by the Trust of a satisfactory opinion of counsel confirming the necessity of such reports, if such an opinion is deemed necessary by the Trustee; provided, however, the obligation to mail such reports, press releases or statements, financial or otherwise, to each Unitholder of record shall be deemed satisfied if such information is filed on the EDGAR system maintained by the SEC or any successor system or is otherwise made publicly available on an Internet website that is generally accessible to the public or otherwise.

Section 5.6. Information to be Supplied by Grantor, Depositor and Trust . Depositor or Grantor shall provide, or cause to be provided, to the Trust on a timely basis (a) annual audited financial statements of the Trust and quarterly unaudited financial statements of the Trust and such other information as the Trustee may reasonably require in order for the Trust to obtain a third party reserve report or other reports, in each case as shall be necessary for the Trust to comply with its reporting obligations pursuant to the Exchange Act and/or the requirements of any securities exchange or quotation system on which the Units are listed or admitted for trading and (b) such other information available to Depositor or Grantor concerning the Royalties (including information with respect to the properties burdened by the Royalties) and related matters as shall be necessary for the Trust to comply with its reporting obligations pursuant to the Exchange Act, the requirements of any securities exchange or quotation system on which the Units are listed or admitted for trading and this Agreement, if applicable, including, without limitation, Sections 5.3 , 5.4 and 5.5 hereof. For purposes of this Section 5.6 , the phrase “timely basis” shall mean promptly and not less than 10 Business Days prior to the date on which the Trust is required to comply with such reporting obligations. In addition, Depositor or Grantor shall provide to the Trust on a timely basis, for use in connection with the Trust’s annual report on Form 10-K and quarterly report on Form 10-Q (or successor forms or reports), all information required to comply with the applicable Exchange Act requirements (including, if so required, a “Management’s Discussion and Analysis of Financial Condition and Results of operations” relating to such financial statements) and such further information as may be required by such reports or other required reports and the related rules and regulations as they may exist from time to time. In addition to the financial statements and other information or reports to be prepared by

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Depositor or Grantor for the Trust, Depositor or Grantor shall provide to the Trust in connection with such financial statements and other information or reports, such supporting information, data, documentation and other information or materials, and such certifications of Depositor or Grantor, as may be reasonably requested by the Trustee from time to time for the purpose of confirming or verifying any of the financial statements and other information or reports to be prepared by Depositor or Grantor for the Trust, and the Trust and the Trustee shall be entitled to rely thereon without investigation and shall be fully protected and incur no liability in doing so. Such supporting information, data, documentation and other information or materials, and such certifications of Depositor or Grantor, shall be provided to the Trust on a timely basis. Notwithstanding any provision to the contrary in this Agreement or the Conveyances, Depositor, Grantor and their Affiliates shall not be required to disclose, produce or prepare any information, documents or other materials which (i) were generated for analysis or discussion purposes or contain interpretative data or (ii) are subject to the attorney-client or attorney-work-product privileges, or any other privileges to which they may be entitled pursuant to applicable law.

Section 5.7. Reliance on Information . The Trustee, so long as acting in good faith, shall be entitled to rely, without investigation, on all information provided to it by Depositor or Grantor for purposes of complying with the reporting obligations of the Trust as contemplated by Section 5.6 , including, without limitation, information regarding depletion and entitlement to tax credits under Section 29 of the Code. Notwithstanding any time limit imposed by applicable laws or regulations or by the provisions of this Agreement, if, due to the unavailability prior to the expiration of any such time limit of information necessary, or a delay in receipt by the Trustee of information necessary, for preparation of a report required to be filed, made or delivered by the Trustee, the Trustee shall be unable to prepare and file or mail such report within such time limit, the Trustee shall prepare and file or mail such report as soon as practicable after such information is received.

ARTICLE VI.

LIABILITY OF TRUSTEE, INDEMNIFICATION AND METHOD OF SUCCESSION

Section 6.1. Liability of Trustee and Delaware Trustee .

(a) Except as expressly set forth in this Agreement, neither the Trustee nor the Delaware Trustee shall have any duties or liabilities, including fiduciary duties, to the Trust or any Unitholder; provided that nothing herein shall be deemed to eliminate the implied contractual covenant of good faith and fair dealing. To the extent that, at law or in equity, the Trustee and the Delaware Trustee have duties, including fiduciary duties, and liabilities relating thereto to the Trust or any Unitholder, the Trustee and the Delaware Trustee shall not be liable to the Trust or to any Unitholder for its good faith reliance on the provisions of this Agreement. For the avoidance of doubt, to the fullest extent permitted by law, no person other than the Trustee and the Delaware Trustee shall have any duties (including fiduciary duties) or liabilities at law or in equity to the Trust, any Unitholder or any other Person. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Trustee or the Delaware Trustee or any other Person otherwise existing at law or in equity are agreed by the parties hereto and the Trust to replace such other duties and liabilities of the Trustee, the Delaware Trustee and such other Persons. Notwithstanding any other provision of this Agreement, the Trustee shall not be liable to Depositor, Grantor, any Unitholder or any other Person under any circumstances for special, punitive or consequential damages or lost profits.

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(b) Each of the Trustee and the Delaware Trustee, in carrying out its powers and performing its duties, may act in its discretion directly, or at the expense of the Trust, through agents or attorneys pursuant to agreements entered into with any of them, and shall be personally or individually liable only for fraud, willful misconduct or gross negligence or for acts or omissions in bad faith as adjudicated by arbitration (subject to the Trustee’s consent to such arbitration in accordance with Article IX ) or a final, nonappealable judgment of a court of competent jurisdiction and shall not individually or personally be liable for any act or omission of any agent or employee of the Trustee or Delaware Trustee, as applicable, unless the Trustee or Delaware Trustee, as applicable, has acted in bad faith or with willful misconduct or gross negligence in the selection and retention of such agent or employee.

Section 6.2. Indemnification of Trustee and Delaware Trustee . The Trustee, the Delaware Trustee and their respective officers, agents and employees when acting in such capacity shall be indemnified and held harmless by, and receive reimbursement from, the Trust Estate, Depositor and Grantor, jointly and severally, against and from any and all liabilities, obligations, costs, expenses, actions, suits, claims, damages (including consequential damages and all other types of damages), losses, penalties, taxes, fees and other charges of any kind and any nature whatsoever (“ Article VI Expenses ”) incurred by it individually or as Trustee or Delaware Trustee in the administration of the Trust and the Trust Estate or any part or parts thereof, including, without limitation, any Article VI Expenses arising out of or in connection with any liability under Environmental Laws, or in the doing of any act done or performed or omission occurring on account of its being Trustee or Delaware Trustee or acting in such capacity, except any Article VI Expenses to which it is liable under Section 6.1 . Each of the Trustee and Delaware Trustee shall have a first priority lien upon the Trust Estate to secure it for such indemnification and reimbursement and for compensation to be paid to the Trustee and the Delaware Trustee. Neither the Trustee or Delaware Trustee nor any officer, agent or employee of the Trustee or the Delaware Trustee shall be entitled to any reimbursement or indemnification from any Unitholder for any Article VI Expenses incurred by the Trustee, the Delaware Trustee or any such officer, agent or employee, their right of reimbursement and indemnification, if any, being limited solely to the Trust Estate (and Depositor and Grantor as provided herein), whether or not the Trust Estate is exhausted without full reimbursement or indemnification of the Trustee, Delaware Trustee or any such officer, agent or employee. The Trust Estate, Depositor or Grantor shall, promptly upon request, reimburse the Trustee and the Delaware Trustee for, or promptly upon request advance to the Trustee and the Delaware Trustee, any fees or expenses, including reasonable legal expenses, incurred or estimated to be incurred by the Trustee or Delaware Trustee in connection with the investigation or defense of any Article VI Expenses with respect to which the Trustee or Delaware Trustee is or may be entitled to indemnity by Depositor and Grantor under this Section 6.2 . All indemnification and contribution and other rights of the Trustee and the Delaware Trustee set forth in this Article VI , and all Protective Provisions set forth in this Article VI , are in addition to the other indemnification, contribution and other rights and Protective Provisions set forth elsewhere in this Agreement. All of the indemnification and contribution and Protective Provisions and other rights of the Trustee and the Delaware Trustee set forth elsewhere in this Agreement are in addition to the indemnification and contribution and Protective Provisions and other rights of the Trustee and the Delaware Trustee set forth in this Article VI .

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Section 6.3. Priority and Continuity of Indemnification Obligations . Any Article VI Expenses for which the Trustee, the Delaware Trustee or any officer, agent, employee or controlling person of the Trustee or Delaware Trustee may be entitled to indemnification, reimbursement, advancement or contribution shall be first satisfied out of the Trust Estate prior to any indemnification, reimbursement, advancement or contribution from Grantor or Depositor; provided , that Grantor or Depositor shall be required to provide such indemnification at any time and from time to time that cash in the Trust Estate or cash reasonably anticipated to be available is inadequate to satisfy and discharge such Article VI Expenses or if, for any reason (other than failure of the Trustee to cause the Trust to pay such requested amounts if cash is available to the Trust Estate), the Trustee or the Delaware Trustee has not received any amount it has requested from the Trust Estate within ten days after making request therefor. The obligations of the Trust Estate, Depositor and Grantor to provide indemnification, reimbursement, advancement of expenses and contribution to the Trustee, the Delaware Trustee and their respective officers, agents, employees or controlling persons under this Agreement shall survive the resignation or removal of the Trustee or the Delaware Trustee and the termination of the Trust and this Agreement.

Section 6.4. Contribution . If the indemnification provided for in this Agreement shall for any reason (including, without limitation, due to violation of public policy) be unavailable to or insufficient to hold harmless the Trustee or the Delaware Trustee in respect of any Article VI Expense or other liability, expense, claims, damages or loss as to which the Trustee or Delaware Trustee would otherwise be entitled to indemnification pursuant to Sections 3.16(d) or 6.2 , then Depositor, Grantor and the Trust shall, in lieu of indemnifying the Trustee or Delaware Trustee, as applicable, contribute to the amount paid or payable by the Trustee or Delaware Trustee as a result of such liability, expense, claims, damages or loss, in such proportion as shall be appropriate to reflect the relative fault of Depositor, Grantor (with respect to contribution by Depositor, the Trust or Grantor), the Trustee or Delaware Trustee with respect to the events, acts or circumstances giving rise to the Article VI Expense or other liability, expense, claims, damages or loss, as well as any other relevant equitable considerations. For purposes of determining contribution liability with respect to claims based upon the Exchange Act or other securities laws, relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by Depositor or Grantor or by the Trustee or the Delaware Trustee. The Trustee and the Delaware Trustee shall look first to the Trust Estate for contribution under this Section 6.4 , and then to Depositor or Grantor to the extent the assets of the Trust Estate are not sufficient to reimburse the Trustee or Delaware Trustee fully for all such Article VI Expense or other liability, expense, claims, damages or loss; provided, however, that if, for any reason (other than the failure of the Trustee to cause the Trust to pay such requested amounts if cash is available to the Trust Estate), the Trustee or the Delaware Trustee has not received any amount it has requested from the Trust Estate within ten days after making request therefor, Depositor or Grantor shall pay such amount promptly.

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Section 6.5. Indemnification Procedures . If any action or proceeding shall be brought or asserted against the Trust, the Trustee, the Delaware Trustee or any officer, Agent, Affiliate or employee thereof (each referred to as an “ Indemnified Party ” and, collectively, the “ Indemnified Parties ”) in respect of which indemnity may be sought from Depositor or Grantor or the Trust (the “ Indemnifying Party ”) pursuant to Sections 3.16(d) or 6.2 of this Agreement, of which the Indemnified Party shall have received notice, the Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all costs and expenses; provided , however , that the failure so to notify the Indemnifying Party of the commencement of any such action or proceeding shall not relieve the Indemnifying Party from any liability that it may have to any Indemnified Party except to the extent that the Indemnifying Party is prejudiced or damaged by the failure to receive prompt notice. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (a) the Indemnifying Party has agreed to pay such fees and expenses, (b) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel reasonably satisfactory (including the qualifications of such counsel) to the Indemnified Party on any such action or proceeding or (c) the named parties to any such action or proceeding include both the Indemnified Party and the Indemnifying Party (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnified Party and the Indemnified Party may employ such counsel for the defense of such action or proceeding as is reasonably satisfactory to the Indemnifying Party; it being understood, however, that except in the case of the addition of counsel as contemplated above or caused by the existence or development of a conflict rendering unified representation impermissible or unadvisable, the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys for the Indemnified Parties at any time). The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without the written consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnifying Party, but, if settled with such written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Indemnifying Party agrees (to the extent stated above) to indemnify and hold harmless the Indemnified Party from and against any Expenses by reason of such settlement or judgment. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent (a) includes an unconditional release of the Indemnified Party from all liability arising out of such claim, (b) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, and (c) does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of the Indemnified Party. The Indemnified Party and the Indemnifying Party (if not Grantor or Depositor) shall, if so requested by Grantor or Depositor, provide reports to Grantor or Depositor on the status of such actions or proceedings; provided ,

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however , that no Indemnified Party or Indemnifying Party shall be required to disclose or produce any information, documents or other materials that are subject to the attorney-client or attorney-work-product privileges, or any other privileges to which such party may be entitled pursuant to applicable law.

Section 6.6. Resignation of Trustee .