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Home My WebLink About949579C` + N / (2) After Recording Return to: RECEIVED 9/18/2009 at 12:29 PM RECEIVING # 949579 Thompson & Knight LLP BOOK: 732 PAGE: 141 Attn: Libby Hendrix JEANNE WAGNER 1722 Routh Street, Suite 1500 LINCOLN COUNTY CLERK, KEMMERER, WY Dallas, Texas 75201 C001411" . CONVEYANCE AND ASSIGNMENT THE STATE OF WYOMING § COUNTIES OF CAMPBELL, § CONVERSE, FREMONT, JOHNSON, § LINCOLN, NATRONA, § SWEETWATER, WESTON § KNOW ALL MEN BY THESE PRESENTS THAT: WHEREAS, Michael J. Harvey, Jr. ("Decedent") owned the oil, gas and other minerals, royalty and overriding royalty interests, leasehold and working interests and all other interests described on Exhibit A attached hereto; WHEREAS, Decedent died on September 9, 2007 and his Last Will and Testament ("Will") was admitted to probate in Cause No. 07-3127-P2 in Probate Court No. 2, Dallas County, Texas, with Wilhelmina J. Harvey named as independent executrix ("Executrix") of his estate; WHEREAS, pursuant to an Order Approving Final Account and Decree of Final Settlement and Distribution in the Matter of the Estate of Michael John Harvey, Jr., deceased (D.C.N.C. Probate No. 20876), the Decedent's interests were set over to his wife, Wilhelmina J. Harvey ("WJH"); WHEREAS, WJH desires to convey that portion of such interests which are royalty, overriding royalty or similar interests to Harvey Royalty Partners, LP, a Texas limited partnership ("HRP") and to retain the remainder of the interests, if any, described on Exhibit A to convey to Harvey Mineral Partners, LP, a Texas limited partnership ("HMP"); NOW, THEREFORE, for and in consideration of ten and no/100 Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged Wilhelmina J. Harvey, in her individual capacity, (herein called "WJH") does hereby GRANT, SELL, CONVEY, ASSIGN and DELIVER to HRP, the following: A. All of WJH's right, title and interest in the mineral interests, net profits interests, royalties, overriding royalties and production payments described in Exhibit A, Part One attached hereto and made a part hereof for all purposes (the "Royalty Properties"). 512951 000002 DALLAS 2498137.1 Y -142 B. All right, title and interest of WJH derived from all presently existing and valid unitization and pooling declarations, agreements and/or orders, and the properties covered and the units created thereby (including all units formed under orders, regulations, rules or other official acts of any federal, state or other governmental agency having jurisdiction), whether or not described or referred to in Exhibit A, Part One, insofar as the same relate to the Royalty Properties or to the production, storing, transportation or marketing of oil, gas and other hydrocarbons from or attributable to the Royalty Properties; C. All right, title and interest of WJH in and to all presently existing and valid oil, casinghead gas and gas sales, operating and processing contracts and agreements and all other contracts, agreements and instruments whether or not described or referred to in Exhibit A, Part One, insofar as the same relate to the Royalty Properties or to the production, storing, transportation or marketing of oil, gas and other hydrocarbons from or attributable to the Royalty Properties; and D. All right, title and interest of WJH in and to all personal property, equipment, improvements, easements, permits, licenses, servitudes or rights-of-way (including, but not by way of limitation, any wells, tanks, boilers, buildings, fixtures, machinery and other equipment, pipelines, power lines, telephone and telegraph lines, roads and other appurtenances and easements) in, on or now being used in connection with the exploration, development or operation of the Royalty Properties or insofar as the same relate to the production, treating, storing, transportation or marketing of oil, gas and other hydrocarbons produced from or attributable to the Royalty Properties; (all of the foregoing being hereinafter called the "Royalty Assigned Interests"). This Conveyance and Assignment is made and accepted subject to the respective terms and conditions of any oil, gas and mineral leases and any and all valid and subsisting oil, gas and mineral sales contracts, operating agreements, farmout agreements, electrical service agreements, well servicing agreements, drilling contracts, pooling or unitization declarations, agreements and/or orders, processing contracts, salt water disposal agreements, easements and rights-of-way either of record or apparent from an inspection on the ground, burdens on production and other similar instruments or agreements which relate to any of the Royalty Properties, to ad valorem taxes on the Royalty Assigned Interests for the current year; zoning laws, regulations and ordinances of municipal and other governmental authorities, if any, affecting the Royalty Assigned Interests; and proportionally subject to any and all valid and subsisting restrictions, easements and other encumbrances, if any, affecting the Royalty Assigned Interests on the date of this Conveyance and Assignment and as the same appear of record or are visible and apparent (all of the foregoing hereinafter called the "Royalty Obligations"). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IT IS UNDERSTOOD AND AGREED THAT THE ROYALTY ASSIGNED INTERESTS ARE BEING CONVEYED HEREUNDER "AS IS" AND THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, WJH HAS NOT MADE AND DOES NOT HEREBY MAKE ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION WITH RESPECT TO THE ROYALTY ASSIGNED INTERESTS, THEIR CONDITION (INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY REGARDING QUALITY OF CONSTRUCTION, COMPLIANCE WITH ENVIRONMENTAL LAWS, ABSENCE OF ANY HAZARDOUS OR OTHER SUBSTANCES, WORKMANSHIP, MERCHANTABILITY OR FITNESS FOR ANY 512951 000002 DALLAS 2498137.1 2 = ~A43 PARTICULAR PURPOSE), INCOME TO BE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, OR ITS OBLIGATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE SAME, AND HRP ACKNOWLEDGES THAT HRP ACCEPTS THIS CONVEYANCE AND ASSIGNMENT WITHOUT RELYING UPON ANY SUCH REPRESENTATION OR WARRANTY BY WJH OR BY ANY OTHER PERSON. TO HAVE AND TO HOLD the Royalty Assigned Interests unto HRP and its successors and assigns forever, subject to, however, the Royalty Obligations, and WJH does hereby bind herself, her successors and assigns, to Warrant and forever Defend all and singular the Royalty Assigned Interests unto HRP and its successors and legal representatives against every person whomsoever lawfully claiming or to claim the same by, through or under WJH but not otherwise. This instrument may be executed in counterparts, each of which shall be deemed an original, and all documents together shall constitute one instrument. IN WITNESS WHEREOF, this Conveyance is executed on August 20, 2009, and is effective for all purposes as of August 20, 2009. I uu-" Wi helmina J. Harvey y The address of Grantee is: c/o Michael J. Harvey III 3811 Turtle Creek Blvd., Suite 2150 Dallas, Texas 75219 512951 000002 DALLAS 2498137.1 3 STATE OF TEXAS COUNTY OF DALLAS C"CV144 BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day personally appeared Wilhelmina J. Harvey known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purposes and consideration therein expressed. GIVEN under my hand and seal of office this 201h day of August, 2009. JEREMY M. LEE Notary Public, State of Texas My EO:.- My Commission Expires 11-07-2010 commission expires: l 1 - 0-1-1,010 C ~ No ry Public ' and for The State of Texas 512951 000002 DALLAS 2498137.1 4 The Estate of Michael J. Harvey, Jr. Lincoln County, WY R 1 1 t t y C'`AL45 Well Name Lease Seven Mile Gulch Unit #15 Overriding Royalty Seven Mile Gulch Unit #21 Overriding Royalty Seven Mile Gulch Unit #25 Overriding Royalty Seven Mile Gulch #4 Seven Mile Gulch #5 Seven Mile Gulch #8 Overriding Royalty Seven Mile Gulch Unit #17 Overriding Royalty Seven Mile Gulch #20 Fronti Overriding Royalty Seven Mile Gulch #28 (FR) Overriding Royalty Seven Mile Gulch #28 (DK) Overriding Royalty Seven Mile Gulch #22 (FR) Overriding Royalty Seven Mile Gulch #27 Overriding Royalty Seven Mile Gulch #7-21 Overriding Royalty Seven Mile Gulch #23 Overriding Royalty Seven Mile Gulch #6-22 Overriding Royalty y n eres Overriding oya Well Section Township Range Location County WY 71-14623 State Lincoln Co WY 20N 112W 21 20N 112W SENE Lincoln 0.498878% Operator BP America 16 20N 112W NESW Lincoln 0.498878% Operator BP America 16 20N 112W NESE Lincoln 0.927630% Operator BP America 23 20N 112W NESW Lincoln 24 20N 112W NWSW Lincoln 21 20N 112W NESW Lincoln 0.78947% Operator BP America 16 20N 112W CNE Lincoln 0.92763% Operator BP America r 22 20N ' 112W SESW Lincoln 0.168532% Operator BP America 16 20N 112W NENW Lincoln 0.92763% Operator BP America 16 20N 112W NENW Lincoln 2.487132% Operator BP America 16 20N 112W SESW Lincoln 1.153845% Operator BP America 21 20 112W NESE Lincoln 0.468948% Operator BP America 21 20 112W SWSE Lincoln 0.264706% Operator BP America 23 20N 112W SESE Lincoln 1.153845% Operator BP America 22 20N 112W NWSE Lincoln 0.98685% t e Operator Kerr McGee State WY WY WY WY WY WY WY WY WY WY WY WY WY WY WY EXHIBIT A - PART ONE The Estate of Michael J. Harvey, Jr. Lincoln County, WY Overriding Royalty Interest 'JL46 Well Well Name Section Township Range Location County State Seven Mile Gulch #6-23 23 20N 112W NWNW Lincoln WY Overriding Royalty 0.424295% Operator BP America Seven Mile Gulch #5-22 (FR) 22 20N 112W NESW Lincoln WY Overriding Royalty 0.098686% Operator BP America Seven Mile Gulch #24 22 20N 112W NWSE Lincoln WY Overriding Royalty 0.098686% Operator BP America Seven Mile Gulch #26 (FR) 21 20N 112W CNW Lincoln WY Overriding Royalty 1.300426% Operator BP America EXHIBIT A - PART ONE