Common use of Limitation of Trustee's Liability Clause in Contracts

Limitation of Trustee's Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by the Trustee not individually or personally or as an entity that is separate from the Trust, but solely as Trustee for the Trust in the exercise of the powers and authority conferred and vested in it and (b) under no circumstances shall the individual entity or person acting as Trustee for the Trust be liable for any liability of the Trust or for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement. The individual entity or person acting as Trustee makes no obligation, representation, warranty or covenant for itself herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Trust and the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Trust and the Company in accordance with its terms. Very truly yours, By Name: Title: By Name: Title: ▇▇▇▇▇ FARGO SECURITIES, LLC By ▇▇▇▇▇▇▇ SACHS & CO. LLC By UBS SECURITIES LLC By By For themselves and as Representatives of the Underwriters named in Exhibit A hereto. ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇▇▇ Sachs & Co. LLC UBS Securities LLC [·] Total Boaz Energy II Operating Blocker, LLC Delaware Boaz Energy II Royalty, LLC Delaware Boaz Energy II Operating, LLC Delaware ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ NGP X US Holdings, L.P. NGP ▇▇▇▇ ▇▇ Co-Invest LLC Dated as of [ · ], 2018 ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇▇▇ Sachs & Co. LLC UBS Securities LLC As Representatives of the several Underwriters c/o Wells Fargo Securities, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: This agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among PermRock Royalty Trust, a statutory trust organized under the laws of Delaware (the “Trust”), Boaz Energy II, LLC, a Delaware limited liability company (the “Company”), ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC (“Goldman”) and UBS Securities LLC (“UBS”, and collectively with ▇▇▇▇▇ Fargo and Goldman, the “Representatives”), as representatives of a group of underwriters (the “Underwriters”) and the other parties thereto (if any), relating to a proposed underwritten public offering of trust units of beneficial interest (“Trust Units”) of the Trust by the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Trust Units will confer upon the undersigned in its capacity as a securityholder and/or an officer or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of the Underwriting Agreement through and including the date that is the 180th day after the date of the Underwriting Agreement (such period, the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Trust Units or other capital stock or any securities convertible into or exercisable or exchangeable for Trust Units or other capital stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (ii) enter into any swap or other agreement, arrangement or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of any Trust Units or other capital stock or any securities convertible into or exercisable or exchangeable for any Trust Units or other capital stock, whether any transaction described in clause (i) or (ii) above is to be settled by delivery of Trust Units, other capital stock, other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. Notwithstanding the provisions set forth in the immediately preceding paragraph, the undersigned may, without the prior written consent of the Representatives, transfer any Trust Units or other capital stock or any securities convertible into or exchangeable or exercisable for Trust Units or other capital stock: (1) if the undersigned is a natural person, as a bona fide gift or gifts or by will, by intestate succession or pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of property on the undersigned’s death, in each case to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, or as a bona fide gift or gifts to a charity or educational institution, and (2) if the undersigned is a partnership or a limited liability company, to a partner or member, as the case may be, of such partnership or limited liability company if, in any such case, such transfer is not for value. provided, however, that in the case of any transfer described in clause (1) or (2) above, it shall be a condition to the transfer that (A) the transferee executes and delivers to the Representatives acting on behalf of the Underwriters, not later than one business day prior to such transfer, a written agreement, in substantially the form of this agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to the Representatives, (B) in the case of a transfer pursuant to clause (1) above, if the undersigned is required to file a report under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), reporting a reduction in beneficial ownership of Trust Units or any securities convertible into or exercisable or exchangeable for Trust Units by the undersigned during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that such transfer is not a transfer for value and that such transfer is being made as a gift, by will or intestate succession or pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of property on the undersigned’s death, as the case may be, (C) in the case of a transfer pursuant to clause (2) above, no filing under Section 16(a) of the 1934 Act reporting a reduction in beneficial ownership of Trust Units or other capital stock or any securities convertible into or exercisable or exchangeable for Trust Units or other capital stock shall be required to be made during the Lock-Up Period and (D) in the case of a transfer pursuant to clause (1) or (2) above, no voluntary filing with the Securities and Exchange Commission or other public report, filing or announcement shall be made in respect of such transfer during this Lock-Up Period. For purposes of this paragraph, “immediate family” shall mean any relationship by blood, marriage or adoption not more remote than the first cousin. Prior to engaging in any transaction or taking any other action that is subject to the restrictions imposed by clauses (i) and (ii) above at any time during the Lock-Up Period, the undersigned will give notice thereof to the Company and the Trust and will not consummate such transaction or take any such action unless it has received written confirmation from the Company and the Trust that the Lock-Up Period has expired. The undersigned further agrees that (i) it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to the registration under the Securities Act of 1933, as amended (the “1933 Act”), of any Trust Units or other capital stock or any securities convertible into or exercisable or exchangeable for Trust Units or other capital stock, and (ii) the Trust may, with respect to any Trust Units or other capital stock or any securities convertible into or exercisable or exchangeable for Trust Units or other capital stock owned or held (of record or beneficially) by the undersigned, cause the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period. The undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit and any tag-along rights, co-sale rights or other rights to have any securities (debt or equity) included in the offering contemplated by this agreement or sold in connection with the sale of Securities pursuant to the Underwriting Agreement, provided that such waiver shall apply only to the public offering of Trust Units pursuant to the Underwriting Agreement and each registration statement filed under the 1933 Act in connection therewith. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement and that this agreement has been duly authorized (if applicable), executed and delivered by the undersigned and is a valid and binding agreement of the undersigned. This agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. If the Underwriting Agreement is not executed by the parties thereto prior to [ · ], [ · ], or if the Underwriting Agreement shall be terminated prior to the delivery of the Securities thereunder, this agreement shall automatically terminate and become null and void. The undersigned acknowledges and agrees that whether or not any public offering of Trust Units actually occurs depends on a number of factors, including market conditions. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Limitation of Trustee's Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by the Trustee not individually or personally or as an entity that is separate from the Trust, but solely as Trustee for the Trust in the exercise of the powers and authority conferred and vested in it and (b) under no circumstances shall the individual entity or person acting as Trustee for the Trust be liable for any liability of the Trust or for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement. The individual entity or person acting as Trustee makes no obligation, representation, warranty or covenant for itself herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Trust and the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Trust and the Company in accordance with its terms. Very truly yours, By /s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Vice President and Trust Officer By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Executive Officer ▇▇▇▇▇ FARGO SECURITIES, LLC By /s/ ▇▇▇▇▇▇▇▇▇ SACHS ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ UBS SECURITIES LLC By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ For themselves and as Representatives of the Underwriters named in Exhibit A hereto. ▇▇▇▇▇ Fargo Securities, LLC 1,281,250 ▇▇▇▇▇▇▇ Sachs ▇▇▇▇▇ & Co. LLC 1,156,250 UBS Securities LLC [·] 1,156,250 Deutsche Bank Securities Inc. 625,000 ▇▇▇▇▇▇▇▇▇ LLC 625,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 625,000 ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. 500,000 BB&T Capital Markets, a division of BB&T Securities, LLC 140,625 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 140,625 Total 6,250,000 Boaz Energy II Operating Blocker, LLC Delaware Boaz Energy II Royalty, LLC Delaware Boaz Energy II Operating, LLC Delaware ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ NGP X US Holdings, L.P. NGP ▇▇▇▇ ▇▇ Boaz Energy II Co-Invest LLC Dated as of [ · ], 2018 ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇▇▇ Sachs & Co. LLC UBS Securities LLC As Representatives of the several Underwriters c/o Wells Fargo Securities, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: This agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among PermRock Royalty Trust, a statutory trust organized under the laws of Delaware (the “Trust”), Boaz Energy II, LLC, a Delaware limited liability company (the “Company”), ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC (“Goldman”) and UBS Securities LLC (“UBS”, and collectively with ▇▇▇▇▇ Fargo and Goldman, the “Representatives”), as representatives of a group of underwriters (the “Underwriters”) and the other parties thereto (if any), relating to a proposed underwritten public offering of trust units of beneficial interest (“Trust Units”) of the Trust by the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Trust Units will confer upon the undersigned in its capacity as a securityholder and/or an officer or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of the Underwriting Agreement through and including the date that is the 180th day after the date of the Underwriting Agreement (such period, the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Trust Units or other capital stock or any securities convertible into or exercisable or exchangeable for Trust Units or other capital stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (ii) enter into any swap or other agreement, arrangement or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of any Trust Units or other capital stock or any securities convertible into or exercisable or exchangeable for any Trust Units or other capital stock, whether any transaction described in clause (i) or (ii) above is to be settled by delivery of Trust Units, other capital stock, other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. Notwithstanding the provisions set forth in the immediately preceding paragraph, the undersigned may, without the prior written consent of the Representatives, transfer any Trust Units or other capital stock or any securities convertible into or exchangeable or exercisable for Trust Units or other capital stock: (1) if the undersigned is a natural person, as a bona fide gift or gifts or by will, by intestate succession or pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of property on the undersigned’s death, in each case to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, or as a bona fide gift or gifts to a charity or educational institution, and (2) if the undersigned is a partnership or a limited liability company, to a partner or member, as the case may be, of such partnership or limited liability company if, in any such case, such transfer is not for value. provided, however, that in the case of any transfer described in clause (1) or (2) above, it shall be a condition to the transfer that (A) the transferee executes and delivers to the Representatives acting on behalf of the Underwriters, not later than one business day prior to such transfer, a written agreement, in substantially the form of this agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to the Representatives, (B) in the case of a transfer pursuant to clause (1) above, if the undersigned is required to file a report under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), reporting a reduction in beneficial ownership of Trust Units or any securities convertible into or exercisable or exchangeable for Trust Units by the undersigned during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that such transfer is not a transfer for value and that such transfer is being made as a gift, by will or intestate succession or pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of property on the undersigned’s death, as the case may be, (C) in the case of a transfer pursuant to clause (2) above, no filing under Section 16(a) of the 1934 Act reporting a reduction in beneficial ownership of Trust Units or other capital stock or any securities convertible into or exercisable or exchangeable for Trust Units or other capital stock shall be required to be made during the Lock-Up Period and (D) in the case of a transfer pursuant to clause (1) or (2) above, no voluntary filing with the Securities and Exchange Commission or other public report, filing or announcement shall be made in respect of such transfer during this Lock-Up Period. For purposes of this paragraph, “immediate family” shall mean any relationship by blood, marriage or adoption not more remote than the first cousin. Prior to engaging in any transaction or taking any other action that is subject to the restrictions imposed by clauses (i) and (ii) above at any time during the Lock-Up Period, the undersigned will give notice thereof to the Company and the Trust and will not consummate such transaction or take any such action unless it has received written confirmation from the Company and the Trust that the Lock-Up Period has expired. The undersigned further agrees that (i) it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to the registration under the Securities Act of 1933, as amended (the “1933 Act”), of any Trust Units or other capital stock or any securities convertible into or exercisable or exchangeable for Trust Units or other capital stock, and (ii) the Trust may, with respect to any Trust Units or other capital stock or any securities convertible into or exercisable or exchangeable for Trust Units or other capital stock owned or held (of record or beneficially) by the undersigned, cause the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period. The undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit and any tag-along rights, co-sale rights or other rights to have any securities (debt or equity) included in the offering contemplated by this agreement or sold in connection with the sale of Securities pursuant to the Underwriting Agreement, provided that such waiver shall apply only to the public offering of Trust Units pursuant to the Underwriting Agreement and each registration statement filed under the 1933 Act in connection therewith. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement and that this agreement has been duly authorized (if applicable), executed and delivered by the undersigned and is a valid and binding agreement of the undersigned. This agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. If the Underwriting Agreement is not executed by the parties thereto prior to [ · ], [ · ], or if the Underwriting Agreement shall be terminated prior to the delivery of the Securities thereunder, this agreement shall automatically terminate and become null and void. The undersigned acknowledges and agrees that whether or not any public offering of Trust Units actually occurs depends on a number of factors, including market conditions. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Limitation of Trustee's Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by the Trustee not individually or personally or as an entity that is separate from the Trustpersonally, but solely as Trustee for the Trust in the exercise of the powers and authority conferred and vested in it and (b) under no circumstances shall the individual entity or person acting as Trustee for the Trust be liable for any liability of the Trust or for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement. The individual entity or person acting as Trustee makes no obligation, representation, warranty or covenant for itself herein. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to correctly sets forth the Trust and the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the UnderwritersCompany, the Trust and the Company in accordance with its termsseveral Underwriters. Very truly yours, By Name: Title: By Name: Title: ▇▇▇▇▇ FARGO SECURITIES, LLC By ▇▇▇▇▇▇▇ SACHS & CO. LLC By UBS SECURITIES LLC By By For themselves and MISSISSIPIAN TRUST I By: The Bank of New York Mellon Trust Company, N.A., as Representatives of the Underwriters named in Exhibit A hereto. ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇▇▇ Sachs & Co. LLC UBS Securities LLC [·] Total Boaz Energy II Operating Blocker, LLC Delaware Boaz Energy II Royalty, LLC Delaware Boaz Energy II Operating, LLC Delaware ▇Trustee By: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇ Title: Vice President ▇▇▇▇▇▇▇▇▇ ENERGY, INC. By: Name: ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ NGP X US Holdings, L.P. NGP ▇▇▇▇ ▇▇ Co-Invest LLC Dated Title: Chairman of the Board and Chief Executive Officer CONFIRMED as of [ · ]the date first above mentioned, 2018 ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇▇▇ Sachs & Co. LLC UBS Securities LLC As Representatives on behalf of the Representatives and the other several Underwriters c/o Wells Fargo Securities, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: This agreement is being delivered to you named in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among PermRock Royalty Trust, a statutory trust organized under the laws of Delaware (the “Trust”), Boaz Energy II, LLC, a Delaware limited liability company (the “Company”), ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”), Schedule I hereto. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ASSOCIATES, INC. By: Name: Authorized Representative ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED By: Name: Authorized Representative ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. [—] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated [—] ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Company LLC (“Goldman”) and UBS Securities [—] ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc [—] ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. [—] RBC Capital Markets, LLC (“UBS”, and collectively with [—] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated. [—] ▇▇▇▇▇ Fargo Securities, LLC [—] ▇▇▇▇▇▇▇▇▇▇ Securities, Inc [—] Total 12,500,000 [None.] Public offering price: $[—] per Common Unit Number of Firm Units: 12,500,000 1. The Company is a corporation duly incorporated, validly existing and Goldmanin good standing under the laws of the State of Delaware and has the corporate power and authority to execute and deliver this Agreement and the Operative Agreements and to perform its obligations thereunder. 2. After giving effect to the Transactions, and assuming no purchase by the Underwriters of any Additional Units on the Closing Date, ▇▇▇▇▇▇▇▇▇ Exploration and Production, LLC (“▇▇▇▇▇▇▇▇▇ Subsidiary”) owns 6,625,000 Common Units and 7,000,000 Subordinated Units (collectively, the “RepresentativesSponsor Units”), and the Company has the right to receive Incentive Distributions in accordance with the terms of the Trust Agreement. To our knowledge, without independent investigation except review of the search reports referred to in clause (ii) below, ▇▇▇▇▇▇▇▇▇ Subsidiary owns the Sponsor Units free and clear of all liens, security interests, charges or other claims (“Liens”) other than (i) Liens created by or arising under the Delaware Statutory Trust Act, (ii) Liens relating to the financing statements disclosed by searches of the Uniform Commercial Code records of the office of the Secretary of State of the State of Delaware on March [—], 2011 and April [—], 2011 under the debtor names “▇▇▇▇▇▇▇▇▇ Energy, Inc.” and “▇▇▇▇▇▇▇▇▇ Exploration and Production, LLC”, true and complete copies of which financing statements are attached hereto as representatives Appendix A , and (iii) Liens granted pursuant to the Amended and Restated Senior Credit Facility, dated April 22, 2010, by and among the Company and Bank of a group of underwriters America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto, as amended (the “UnderwritersCredit Agreement”) and ). 3. To our knowledge, neither the other parties thereto (if any), filing of the Registration Statements nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to a proposed underwritten public offering the registration of trust units of beneficial interest (“Trust Units”) any Units or other securities of the Trust by Trust. 4. The Company has duly authorized, executed and delivered this Agreement. 5. The Company and ▇▇▇▇▇▇▇▇▇ Subsidiary have duly authorized, executed and delivered each of the CompanyOperative Agreements to which it is party. In order to induce you and Each of the other Underwriters to enter into the Underwriting Administrative Services Agreement, Derivatives Agreement and in light of Registration Rights Agreement constitutes the benefits that the offering of the Trust Units will confer upon the undersigned in its capacity as a securityholder and/or an officer or director valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and for other good laws of general applicability relating to or affecting creditors’ rights and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date to general equity principles. 6. The issuance of the Underwriting Firm Units on the Closing Date and the execution and delivery by the Company and the Trust of this Agreement through and including the date that is Transaction Documents to which the 180th day after Company and the date Trust are party, and the consummation by the Company and the Trust of the Underwriting Agreement transactions contemplated hereby and thereby in accordance with the terms hereof and thereof do not (such periodi) breach the provisions of the Company’s Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws or the certificate of incorporation, bylaws or other constitutive document of ▇▇▇▇▇▇▇▇▇ Subsidiary or Mistmada Oil Co., Inc. (“▇▇▇▇▇▇▇▇▇ Term Subsidiary,” and, collectively with the Company and ▇▇▇▇▇▇▇▇▇ Subsidiary, the “Lock-Up Period▇▇▇▇▇▇▇▇▇ Entities”); (ii) breach the provisions of, or cause a default or a Debt Repayment Triggering Event under, the undersigned will notAmended and Restated Senior Credit Facility, without dated April 22, 2010, by and among the prior written consent Company and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Representativesother lenders party thereto, directly as amended; (iii) breach the provisions of, or indirectly: cause a default under, (a) the Construction Management Agreement, dated June 29, 2008, by and between Oxy USA Inc. and ▇▇▇▇▇▇▇▇▇ Energy Exploration and Production, LLC, (b) the Gas Treating and CO2 Delivery Agreement, dated June 29, 2008, by and between Oxy USA Inc. and ▇▇▇▇▇▇▇▇▇ Energy Exploration and Production, LLC, (c) the Membership Interest Purchase Agreement, dated June 30, 2009, by and between ▇▇▇▇▇▇▇▇▇ Midstream, Inc. and TCW Pecos Midstream, L.L.C., (d) the Gas Gathering Agreement, dated June 30, 2009, by and between ▇▇▇▇▇ Gathering Company, LLC and ▇▇▇▇▇▇▇▇▇ Exploration and Production, LLC, (e) the Operations and Maintenance Agreement, dated June 30, 2009, by and between ▇▇▇▇▇ Gathering Company, LLC and ▇▇▇▇▇▇▇▇▇ Midstream, Inc., (f) the Indenture, dated May 1, 2008, by and among the Company, certain subsidiary guarantors named therein and ▇▇▇▇▇ Fargo Bank, National Association, as trustee, (g) the Indenture, dated May 20, 2008, by and among the Company, certain subsidiary guarantors named therein and ▇▇▇▇▇ Fargo Bank, National Association, as trustee, (h) the Indenture, dated May 14, 2009, by and among the Company, certain subsidiary guarantors named therein and ▇▇▇▇▇ Fargo Bank, National Association, as trustee, (i) offerthe Indenture, pledgedated December 16, sell2009, contract by and among the Company, certain subsidiary guarantors named therein and ▇▇▇▇▇ Fargo Bank, National Association, as trustee, or (j) the Indenture, dated March 15, 2011, by and among the Company, certain subsidiary guarantors named therein and ▇▇▇▇▇ Fargo Bank, National Association, as trustee; or (iv) violate the DGCL, the Delaware Limited Liability Company Act, or any New York or federal statute, law, rule or regulation known to sellus to which any of the ▇▇▇▇▇▇▇▇▇ Entities are subject. 7. No consent, sell approval, authorization or other order or, or registration or filing with any option court or contract to purchase, purchase any option other governmental agency or contract to sell, grant any option, right instrumentality of the State of New York or warrant to purchase, lend the United States of America or otherwise transfer or dispose under the DGCL is required on the part of any Trust the Company for the issuance of the Firm Units or other capital stock or any securities convertible into or exercisable or exchangeable for Trust Units or other capital stock, whether now owned or hereafter acquired by the undersigned or with respect execution and delivery of this Agreement and the Transaction Documents to which it is a party or the undersigned has consummation of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof, except (i) those already obtained or hereafter acquires the power of disposition, or made and (ii) enter into any swap or other agreementthose required under Federal and State securities laws. 8. The statements in the Registration Statement, arrangement or transaction that transfers to another, in whole or in part, directly or indirectly, any the Time of Sale information and the economic consequence Prospectus under the headings “The Trust,” “Description of ownership of any Trust Units or other capital stock or any securities convertible into or exercisable or exchangeable for any Trust Units or other capital stock, whether any transaction described in clause (i) or (ii) above is to be settled by delivery Agreement,” “Description of Trust Units,” “The Underlying Properties—Regulation,” “ERISA Considerations,” and “Underwriting,” and the table in the Registration Statement, the Time of Sale information and the Prospectus setting forth the target distributions and subordination and incentive thresholds for each calendar quarter in the years 2011 through 2016 under the caption “Target Distributions and Subordination and Incentive Thresholds,” insofar as such statements constitute summaries of the laws, regulations, legal matters, agreements or other capital stocklegal documents referred to therein, are accurate in all material respects and fairly summarize the matters referred to therein. 9. The Trust Units conform in all material respects as to legal matters to the descriptions thereof contained in the Time of Sale Information and the Prospectus. 10. The statements in the Prospectus under the caption “U.S. Federal Income Tax Considerations,” insofar as such statements constitute summaries of the laws, regulations, legal matters, agreements or other securitieslegal documents referred to therein, are accurate in all material respects and fairly summarize the matters referred to therein. 11. The Registration Statements have been declared effective under the Act, the Final Prospectus has been filed with the Commission in the manner and within the time period required by Rule 424(b) under the Act and in compliance with Rule 430B under the Act and, to our knowledge and solely on the basis of a telephone call to the Commission, no stop order suspending the effectiveness of either Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened under the Act. 12. Except as to the financial statements, including the notes thereto, and the financial statement schedules and other financial data and the oil and gas reserve and production data included in each Registration Statement or the Final Prospectus, as to which we express no opinion, each Registration Statement as of its effective date and the Final Prospectus as of its date complied as to form in all material respects with the requirements of the Act. 13. Neither the Company nor the Trust is and, after giving effect to the consummation of the transactions contemplated by this Agreement, neither the Company nor the Trust will be an “investment company,” as defined in the Investment Company Act of 1940, as amended. In addition, such counsel shall state that, as counsel to the Company, they have reviewed the Registration Statement, the Time of Sale Information and the Final Prospectus and have participated in discussions with representatives of the Company, the Company’s accountants, and with representatives of the Underwriters and their counsel, and that, on the basis of the information which such counsel reviewed in the performance of the services referred to above, considered in the light of such counsel’s understanding of the applicable law and the experience such counsel has gained through its practice under the Federal securities laws, nothing which came to such counsel’s attention in the course of such review has caused such counsel to believe that: (a) either Registration Statement, at the time such Registration Statement became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (b) the Time of Sale Information, as of the Time of Sale (as specified in the Underwriting Agreement), contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in cash or otherwise, or publicly announce any intention to do any the light of the foregoing. Notwithstanding circumstances under which they were made, not misleading; or (c) the provisions set forth Final Prospectus, as of its date or as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the immediately preceding paragraph, the undersigned may, without the prior written consent light of the Representativescircumstances under which they were made, transfer any Trust Units or other capital stock or any securities convertible into or exchangeable or exercisable for Trust Units or other capital stock: (1) if the undersigned is a natural personnot misleading, as a bona fide gift or gifts or by will, by intestate succession or pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of property on the undersigned’s death, except that in each case to such counsel need not assume any member responsibility for the accuracy, completeness or fairness of the immediate family statements contained in the Registration Statement, the Time of Sale Information or the Final Prospectus, except as specified in Paragraphs (8), (9), and (10) above. Also, such counsel need not express any opinion or belief as defined below) to the financial statements, including the notes thereto, and the financial statement schedules and other financial data and the oil and gas reserve and production data included in the Registration Statement, the Time of Sale Information or the Final Prospectus. In rendering such opinion, such counsel may rely as to matters involving the application of laws of any jurisdiction other than the General Corporation Law of the undersigned or to a trust State of Delaware, the beneficiaries of which are exclusively the undersigned or members contract laws of the undersigned’s immediate family, State of New York or as a bona fide gift or gifts to a charity or educational institution, and (2) if the undersigned is a partnership or a limited liability companyfederal law of the United States, to a partner or memberthe extent they deem proper and specified in such opinion, as upon the case may be, of such partnership or limited liability company if, in any such case, such transfer is not for value. provided, however, that in the case of any transfer described in clause opinion (1) or (2) above, it which shall be a condition to dated the transfer that (A) the transferee executes Closing Date and delivers to the Representatives acting on behalf of the Underwriters, not later than one business day prior to such transfer, a written agreement, in substantially the form of this agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise be satisfactory in form and substance to the RepresentativesUnderwriters, (Bshall expressly state that the Underwriters may rely on such opinion as if it were addressed to them and shall be furnished to the Underwriters) of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters. Also, such counsel’s opinion may be subject to customary qualifications. 1. Except as described in the case Prospectus and the Time of a transfer Sale Information, and except as arising pursuant to clause (1) abovethe Trust Agreement, if there are no options, warrants, preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the undersigned is required to file a report under Section 16(a) voting or transfer of, any Trust Units or other securities of the Securities Exchange Act Trust. 2. ▇▇▇▇▇▇▇▇▇ Exploration and Production, LLC (“▇▇▇▇▇▇▇▇▇ Subsidiary”) is a limited liability company duly formed, and Mistmada Oil Co., Inc. (“▇▇▇▇▇▇▇▇▇ Term Subsidiary”) is a corporation duly incorporated, and each of 1934▇▇▇▇▇▇▇▇▇ Subsidiary and ▇▇▇▇▇▇▇▇▇ Term Subsidiary is validly existing and in good standing under the laws of its respective state of incorporation or formation and has the corporate or limited liability company power and authority, as applicable, to execute and deliver the Operative Agreements to which each is party and to perform its respective obligations thereunder. Each of the Company, ▇▇▇▇▇▇▇▇▇ Subsidiary and ▇▇▇▇▇▇▇▇▇ Term Subsidiary (collectively, the “▇▇▇▇▇▇▇▇▇ Entities”) has the corporate or limited liability company power and authority, as applicable, to own and lease its properties and conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus. 3. All of the issued and outstanding shares of capital stock, or similar equity interest, of ▇▇▇▇▇▇▇▇▇ Subsidiary and ▇▇▇▇▇▇▇▇▇ Term Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except those granted pursuant to the Amended and Restated Senior Credit Facility, dated April 22, 2010, by and among the Company and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto, as amended (the “1934 ActCredit Facility”), reporting a reduction in beneficial ownership of Trust Units or any securities convertible into or exercisable or exchangeable for Trust Units by the undersigned during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that such transfer is not a transfer for value and that such transfer is being made as a gift, by will or intestate succession or pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of property on the undersigned’s death, as the case may be, (C) in the case of a transfer pursuant to clause (2) above, no filing under Section 16(a) of the 1934 Act reporting a reduction in beneficial ownership of Trust Units or other capital stock or any securities convertible into or exercisable or exchangeable for Trust Units or other capital stock shall be required to be made during the Lock-Up Period and (D) in the case of a transfer pursuant to clause (1) or (2) above, no voluntary filing with the Securities and Exchange Commission or other public report, filing or announcement shall be made in respect of such transfer during this Lock-Up Period. 4. For purposes of this paragraph, “immediate family” shall mean any relationship by blood, marriage or adoption not more remote than the first cousin. Prior to engaging in any transaction or taking any other action that is subject to the restrictions imposed by clauses (i) and (ii) above at any time during the Lock-Up Period, the undersigned will give notice thereof to the Company and the Trust and will not consummate such transaction or take any such action unless it ▇▇▇▇▇▇▇▇▇ Term Subsidiary has received written confirmation from the Company and the Trust that the Lock-Up Period has expired. The undersigned further agrees that (i) it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to the registration under the Securities Act of 1933, as amended (the “1933 Act”), of any Trust Units or other capital stock or any securities convertible into or exercisable or exchangeable for Trust Units or other capital stock, and (ii) the Trust may, with respect to any Trust Units or other capital stock or any securities convertible into or exercisable or exchangeable for Trust Units or other capital stock owned or held (of record or beneficially) by the undersigned, cause the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period. The undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit and any tag-along rights, co-sale rights or other rights to have any securities (debt or equity) included in the offering contemplated by this agreement or sold in connection with the sale of Securities pursuant to the Underwriting Agreement, provided that such waiver shall apply only to the public offering of Trust Units pursuant to the Underwriting Agreement and each registration statement filed under the 1933 Act in connection therewith. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement and that this agreement has been duly authorized (if applicable)authorized, executed and delivered by each of the undersigned and Operative Documents to which it is a valid party. 5. Except as disclosed in the Registration Statement, the Time of Sale Information and binding agreement the Prospectus, after due inquiry, such counsel does not know of any legal or governmental actions, suits or proceedings pending or, to the best of his knowledge, threatened (i) against or affecting the Underlying Properties or the ▇▇▇▇▇▇▇▇▇ Entities, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the ▇▇▇▇▇▇▇▇▇ Entities or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Trust or such ▇▇▇▇▇▇▇▇▇ Entity and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to, singly or in the aggregate, have a Material Adverse Effect or adversely affect the consummation of the undersignedtransactions contemplated by this Agreement. This agreement and all authority herein conferred are irrevocable and shall survive Such counsel’s opinion may be subject to customary qualifications. 1. Neither the death or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. If the Underwriting Agreement is not executed by the parties thereto prior to [ · ], [ · ], or if the Underwriting Agreement shall be terminated prior to the delivery of the Securities thereunder, this agreement shall automatically terminate and become null and void. The undersigned acknowledges and agrees that whether or not any public offering of Trust Units actually occurs depends on a number of factors, including market conditions. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.nor