| | | | | | | | | boc BK vou PG HN265585 OR 1144 6ne CONVEYANCE This Conveyance (this “Conveyance”)is effective as of 12:01 a.m. Ceatral Time, on January 1, 2007 (the “Effective Time”), from Montierra Minerals & Production, L.P. (herein called {Grantor”), formerly known as NGP Royalties, L.P., whose address is 24 Greenway Plaza, Suite 450, Houston, Texas 77046, to Eagle Rock Production, L-P. (herein called “Grantee”), whose address is 16701 Greenspoint Park Drive, Suite 200, Houston, Texas 77060, For Ten Dollars and other good and valuable consideration, the receipt and sufficiency of ‘which are hereby acknowledged, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER, AND DELIVER unto Grantee, all of the right, title, and interest of Grantor (a) in and to the all of the oil, gas, and other minerals in and under and that may be Produced from the lands described on Exhibit A attached hereto or described in any of the conveyances or other instruments described on such Exhibit A (collectively, the “Lands"), together with each and every kind and character of right, title, claim, and interest that Grantor has in and to the Lands and any lands pooled, unitized, communitized, ot consolidated therewith, whether such oil, gas, and other minerals be producing or not, or subject to an existing oil and gas lease or not, as. of the Effective Time, including, without limitation (i) all fee mineral interests, royalty interests, overriding royalty interests, and production payments, and other interests, similar or dissimilar tothe foregoing, in and to the Lands; (i) the production from any oil and gas wells located on the Lands, whether producing, not producing, shut-in, temporarily abandoned, or permanently abandoned (the “Wells”, (iii) any pools or units which include any Lands or Wells (the “Units”), and including all interest of Grantor in production from any such Unit, whether such Unit production comes from Wells located on or off of the Lands; (b) under or derived from any legally binding agreement, commiunent, lease, license or contract (“Contracts”) by which the Lands, Units, and/or Wells are bound, or that relate to or are otherwise applicable to the Lands, Units, and/or Wells, to the extent applicable to, useful for the ownership of, or benefiting in any manner, the Lands, Units, and/or Wells or the production of oil and gas andor other minerals and products produced in association therewith from the Lands, Units, and/or Wells, but excluding any Contracts tothe extent transfer restricted by third-party agreement or applicable law and the necessary consents to transfer have not been obtained; and (c) in and to the oil, gas, condensate, and other gaseous or liquid hydrocarbons (or any combination thereof) produced from or attributable to the Lands, Units, and/or Wells, Such rights titles and interests described above are herein sometimes collectively called the “Subject Properties.” TO HAVE AND TO HOLD the Subject Properties unto Grantee, and its successors and assigns, forever, THIS CONVEYANCE IS MADE WITHOUT WARRANTY OF TITLE OF ANY. KIND OR CHARACTER, EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, AND GRANTOR EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES. To the extent transferable and permitted by law, however, this Conveyance includes the benefit of and the right to enforce the covenants, representations and warranties that Grantor i entitled inane vith Fespect to the Subject Properties. "TRUE AND CORRECT COPY 5073370000 Houston $1957 HOUSTON 5190573 Sea county iDoc eK volo 90265585 OR 1144 6n7 This Conveyance is made subject to that certain Partnership Interests Contribution Agreement between Grantor, NGP Minerals, L.L.C., and Eagle Rock Energy Partners, L.P., dated Mareh 31, 2007. Such Agreement contains certain representations, warranties, covenants, and ‘agreements between the parties, some of which may survive the delivery of this Conveyance, as more particularly provided for therein, but third parties may conclusively rely on this Conveyance to vest title to the Subject Properties in Grantee. Grantor agrees to execute and deliver to Grantee, from time to time, such other and additional instruments, notices, division orders, transfer orders, and other documents, and to do all such other and further acts and things as may be necessary to more fully and effectively grant, convey, and assign to Grantee the Subject Properties, ‘This Conveyance is being executed in several counterparts, all of which are identical, except that, to facilitate recordation, certain counterparts hereof may contain only thet portion of Exhibit A which contains specific descriptions of properties located in the recording jurisdiction in which the particular counterpart is to be recorded, with other portions of Exhibit A being included in such Counterparts by reference only. All of suck counterparts together shall constitute one and the same instrument. Complete copies of this Conveyance containing the entire Exhibit A have been recorded. in Freestone County, Texas, and retained by Grantor and Gramtee, IN WITNESS WHEREOF, this Conveyance has been executed by Grantor hereto on the date of its respective acknowledgment, and is made effective as of the Effective Time. GRANTOR: WITNESSES: MONTIERRA MINERALS & PRODUCTION, L.P. __ By: NGP MINERALS, L.L.C. ja LE iw yr Lisa E, Dodds 1A, Mills, Chief Executive Officer xampp 10 sea 07357000005 Houston $190S7 HOUSTON $190873 star County hrboc BK vou, PG KN265585 OR 1144 608 ACKNOWLEDMENT ‘THE STATE OF TEXAS COUNTY OF HARRIS. This instrument was acknowledged before me on ted. day of April, 2007, by J.A. Mills, Chief Executive Officer of NGP MINERALS, L.L.C,,a Texas limited liability company, acting in its capacity as General Partner of MONTIERRA MINERALS & PRODUCTION, LP,, a Texas limited partnership, as the act and deed of such limited liability company on behalf of said limited partnership. BIRGITTA FLYNN Notary Pub, State ot Teas ar bse Sate a Tw exes nc 221000" 19, 2058, NotaryPublic - State offfexas Birgitta Flynn Printed Name of Notary ‘My Commission Expires: 10-19-2008 cenreo 10 8EA "TRUE AND CORRECT COPY mero-auar cone n 507997, 000005 Hoosion 519037 HOUSTON 319057.) ‘are coven cach roge__of ___ _ ———— —von og eK OO265585 OR 1144 eno Exhibit A ‘Arncbed fe wooden part tht certala Conveyance by and betweea Moaterra Mineral & Predation, A. sod Kes uch Producing LP, ere. CONVEYANCE RVY.DATE__ GRANTOR cranrer COUNTY PARISH STATE. ‘Asqant of Oana Rayay ae TWAIN White Oak Esa LR. NG Royale LP aa Siar 1% 1 Mine oot 22006 ele OL LP [NOP Royaes, LP tal ar ™ ro Mined Den Asignnent Converse ant Bile WI20M Mand Realy LLP NGP Raye LP ead sur ™ = — meio Sue anata PeetCC WNAISISESCSTNSS~SSSSSSASTSSFSS?ETT IESE boc ek vou ON265585 OR 1144 Filed for Record int Stare Courty oF STATE OF TEXAS. COUNTY OF STARR Laareny certity that this instrusent was Fileé on & ecorés oft Starr County fs stoabed hereon bs ae ‘os O2y2007 Dennis Genzalezr County Clerk Starr County N, Wines my Hand and Sano ten antr tat Cosa Cry Ct ‘ae County, Teas PG 610