in Re: John Calce

• Court: Court of Appeals of Texas
• Decided: June 4, 2018
• Docket: 05-18-00647-CV
• Status: Published

Opinion

ACCEPTED 05-18-00647-CV 05-18-00647-CV FIFTH COURT OF APPEALS DALLAS, TEXAS Part 4 of 5 6/4/2018 2:40 PM LISA MATZ CLERK

No. 05-18-00647-CV In the Court of Appeals FILED IN Fifth District of Texas at Dallas 5th COURT OF APPEALS DALLAS, TEXAS 6/4/2018 2:40:01 PM LISA MATZ Clerk

In re JOHN CALCE Relator

RECORD FOR PETITION FOR WRIT OF MANDAMUS

Relator John Calce submits this record of trial court proceedings

in support of his petition for writ of mandamus.

Index of Documents

# Date Description Record Pages 1 6/26/16 Plaintiff’s Original Petition 001-023 2 7/31/17 John Calce’s Original Counterclaim Against 024-172 Centurion Logistics LLC and Centurion Pecos Terminal LLC 3 11/22/17 John Calce’s First Amended Counterclaim 173-321 Against Centurion Logistics LLC and Centurion Pecos Terminal LLC 4 11/22/17 John Calce’s Amended Motion for Partial 322-393 Summary Judgment Regarding Counterclaim Against Centurion Logistics LLC

10000280.1/SP/38371/0105/060118 5 11/27/17 John Calce’s Supplemental Evidence in 394-405 Support of Calce’s Amended Motion for Partial Summary Judgment Regarding Counterclaim Against Centurion Logistics LLC 6 12/8/17 Plaintiff’s Response to John Calce’s Amended 406-858 Motion for Partial Summary Judgment Regarding Counterclaim Against Centurion Logistics LLC 7 12/12/17 John Calce’s Reply Brief in Support of 859-865 Amended Motion for Partial Summary Judgment Regarding Counterclaim Against Centurion Logistics LLC 8 12/15/17 Notice of Trial Setting 866 9 5/2/18 Plaintiffs’ Second Amended Petition 867-903 10 5/21/18 Order Denying John Calce’s Amended 904-905 Motion for Partial Summary Judgment Regarding Counterclaim Againt Centurion Logistics LLC

10000280.1/SP/38371/0105/060118 Declaration of Chase J. Potter

STATE OF TEXAS § COUNTY OF DALLAS §

My name is Chase J. Potter. My date of birth is May 12, 1986. My address is 901 Main Street, Suite 6000, Dallas, Texas 75202. I hereby declare under penalty of perjury as follows:

1. I am over eighteen years of age and am fully competent to make this declaration. I am an attorney licensed by the Supreme Court of Texas and am counsel for Relator John Calce in this case.

2. The factual statements contained within this instrument are within my personal knowledge and are true and correct.

3. The copies of pleadings, motions, and other documents included in this Record for Petition for Writ of Mandamus are true and correct copies of these documents as filed in the trial court.

Executed in Dallas County, Texas, on June 4, 2018.

/s/ Chase J. Potter Chase J. Potter, Declarant

10000280.1/SP/38371/0105/060118 DEED OF TRUST (Continued) Page 6

oU,e~ defined In this Coed o f T rust Sllall hal/e lt1e meanings attribufed lo such terms ln the Uniform Con\Jnorclal Code: Bene!lcltory. The word ·ee.neficlary• mel!lls Te~as Capital Bank, National Assoeiatlon, and lls successors and assigns. eorrowor. The word · sorrower· means BALLENGEE INTERESTS, U.C and Inch.Kies all co·slgnars and co-makers signing lhe Nole anMd of Tru•t. The words ' Deed of Trusl" mean this Deed of Trust among Granlor, Lender, and Trustee, and Includes without llmltaUon all assignment and security Interest provisions relating to the Personal P1operty illld Rents. V Oer•ulL The word 'Derault' moans tho Detautl sot tortll In thls Deed or Tlusl ln the section tftted •Default' , Q EnV\l'OlllNlntal Lawe. The words ' Environmental Laws' meen any and all slate, ledetal and local statutes, regulations and ordinances L relalln_g to the pro1action or hi/man health 01 lhe anvlronmenl, Including wllhoul llmilallon tho Comprehensive Environmental Resp!J!lSe, Compensation, end Uabillty Aal or 1980, as amended, 42 U.S.C. Seclion 9601, el seq, ('CERCLA'), the Superfund Amondmenl$ and Reaulhorlzatlon Act or 1986. Pub. L. No. 99-499 (' SARA'), the Hazardous Materials Transpo~Hon Acl, 49 U.S.C. Sectlo11 1801. et seq .. lhe Resource Conservatbn end Recovery Act, 42 U.S.C. Section 6901 , et seq., or other applicable state or federal laws. rules . or regulations adopted pursuant thereto. 1 Event or Oefeult. The wor ds 'Event of Default' mean any o f the eve111s or default sol forth in lhis Deed or Trusl in the evenls or default section of this Deed of T rusl. 1 Gran1or. The word 'Grar:1or· means Centurion Pecos Terminal LLC. O Guer•ntor. The word ' Guarantor" means any guarantor, surety, or accommodatJon party or any or ell or Iha Indebtedness. 9 Gua.-.nty. Tile word "Guaranty' moans the guaranty from Guarantor to Lender, Including without limitation a guaranty ol all or part or the Note. Mtzardoua Subellll1cH. The words. ' Hazardous Subslancos' meen melorrals 1na1, because or their quantity, concentration or physical, chemical or Infectious characlerlsUcs, may cause or pose a presenl or potential Mzard to human heallh or the envllonment when imprope~y usad, 1rGOl8<1, 8l0red, dispo$ed or, generaled, menulaclured, lransported or olherwlse handled. The words "HazardOus Subslances' ere ~ in their very broadest sense ond Include wlthoul llmlla1ion any and all hamrdous or to1m Borrower to lender, together with all renewa!G of, e)Clenslpns QI, modlflcatlonS of, refinaflcingsot, consolidations or. and subst!Mlons ror 11\e promissory note or agreement. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Paraonal Property. The words. 'Personal Property• mean all equipment, hxlures, and olhar artlclas or personal property riow or hereafter o!'lned by Grantor, and now or hereafter ellached or affixed to the Real Property; togetner wilh all accesslons, parts. and addiUons to. all replacements or. and all substitutions lor. any ol such property; and togelher With all proceeds (Including wflf)out llmllalion all insurance proceeds and refunds of premiums) lrom any sale or olher disposition ol lhe Property. Prof*fy. The word ' Property' means oollectivoty tho Real Proporty and the Personal Property. RHI PrOP8rty. The words 'Reill Property• mean lhe real property, lnteresls af'ltl rights. as further described In thls Deed of Trust. ~eel Documenta. The. words •Rotatod Documents' mean all promlssds, collateral mortgaoes, and all other lnstrumenls , agreements and documents. whether n ow or herealler existing. exec

LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF _T ~_x. ______ COUNTY Of I):::J.LQS ) SS I ~ ~;

This lnstrumenl was acknowledged belore me on ~ l tp , 20~ by John V . Celct, M1n1get o l Centurion Pecoe Termlnel LLC, a member on behalr of centUfOnPeCOSTflfminal lLC, a limited liablllty oompeny.

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MR.596 BALLENGEE00002065.06 DEED OF TRUST (Continued) Page7

LasorPro, Ver. a.3 .10.003 Copr. D+H l.JSA Corporation 1997, 2014 . All Rlghls Reserved. ·TX M:\CFl\LPL\G01 .FC TR·17190

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MR.597 BALLENGEE00002065.07 BEING A T RACT OF LAND LOCATED IN SECTION 76, BLOCK 4, H&GN SURVEY, Ri:EVES CO UNTY, TEXAS, AND BEING A PART OF A CALLEO 496.76 GRID (496.87 SURFACE) ACRE TRACT OF LAND AS DESC RIBED IN A DEED RECORDED TN VOLUME 905, PAGE ISS, OFFICIAL PUBLIC RECORDS, REEVES COUNTY, TEXAS (O.P.R.R.C.T.), AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A 5/8" IRON ROD SET WITH CAP STAMPED ..TRANS TEXAS SURVEYfl'\G" v I-OR THE NORTHWEST CORNER OF SAID SECTlON 76, THE SOUTHWEST CORNER OF SAID 0 SECTION 75, THE NORTHEAST CORNER OP SECTION 77 AND THE SOUTHEAST CORNER OF L SECTION 78, SAID 5/8" TRON ROD SET ALSO BEING IN THE TNTERSECTION OF COUNTY ROAD NO. 408 AND COUNTY ROAD NO. 404;

THENCE N 58°03'46'' E, WlTH THE COMMON LTNE OF SAJD SECTION 76 AND SECTION 75, A 1 DISTANCE OF 2639.85 FEET TO A POINT IN T HE EAST LTNE OF SAID 496.76 ACRE TRACT 1 FROM WHICH A 112" IRON ROD FOUND WITH CAP STAMl'W "5358 TRUJILLO" BEARS S 0 58°03'46" W, A DISTANCE OF 0.63 FEET, ALSO FROM WHICH A 1/2" TRON ROD FOUND AT 9 THE NORTHEAST CORNER OF SAID SECTION 76, BLOCK 4, BEARS N 58°03'46'' E, A DlSTANCF. OF 2639.85 FEET;

TW:NCE s 32•os·23" E. WJTH THE EAST LINE OF SAJD 496.76 ACRE TRACT, A f)fSTANCE OF 3187.68 FF.C:.T TO A S/8" IRON ROD SET WITH CAP STAM PED "TRANS TEXAS SURVEYING" FOR THE SOUTHEAST CORNER OF SALO 496.76 ACRE TRACT BETNG 100' NORTH OF THE p CENTERLINE OF THE TEXAS & PACIFIC RA ILROAD: G THENCE S 69°42'22" W, WITH THE SOUTH LrNE OF' SAID 496.76 ACRE TRACT AND 100' NORTH Of AND PARALLEL WlTH TllE CENTERLINE OF SAID TfiXAS & PACTFIC RAILROAD, A DlSTANCE OF 2697.40 FEET TO A POINT IN SAID COUNTY ROAD NO. 408, THE 0 WEST LINE OF SAID SECTION 76 AND THE EAST LTNE OF SECTION 77, BLOCK 4, FROM 1 WI UCH A 600 NAIL FOUND BEARS S 69°42'22"" W, A DISTANCE OF 0.37 PEET, ALSO FROM 7 WHICH A 1/2" IRON ROD FOUND FOR THE SOUTI IWEST CORNER OF SAID SECTION 76, 5 BLOCK 4, BEARS s 32°08'13" E. A DISTANCE OF 2657.42 FEET;

THENCE N 32°08'13" W. WITH THE WEST LINF. OF SAID 4%.76 ACRE TRACT AND WITll THE COMMON LlNE Of SALO SECTION 76 AND SAID SECTION 77, A DISTANCE Of 2643.29 FECI TO THE PLACE OF Bl:GINNlNG AND CONTAINING 176.659 ACRES O F LAND. THIS DESCRJPTION JS BASED ON THE LAND T ITLE SURVl:.Y AND PLAT MADE BY RORERT L. YOUNG, REGISTERED PROfESSIONAL LAND SURVEYOR NO. 5400 ON JUNE 10, 2014. ALL BEARINGS RECITED HEREIN ARE CORRELATED TO THE TEXAS STATE PLANE COORDINATE SYSTEM, CENTRAL ZONE (4203), NAD83 (NA201I)~(\1~ ACCOMPANYING SURVEY MAP A TfACHEO HEJUITO ANO MADE A PARTHELJ '--'

MR.598 BALLENGEE00002065.08             ([KLELW³.´

MR.599 ASSIGNMENT OF CONTRACT .-If THIS ASSIGNMENT ("Assignment'') is made on this L day of September, 2014 (''Effective Date") by and between CENTURION LOGISTICS, LLC, a Texas limited liability company whose address is 17950 Preston Road, Suite l 080, Dallas Texas 75252, herei11afler ("Assignor"), and CENTURION PECOS TERMINAL LLC, a Texas limited liability company whose address is I 7950 Pl'eston Road, Suite I080, Dallas Texas 75252, hereinafter("Assignee").

WITNESS ETH:

WHEREAS, Assignor entered into that certain purchase corntract with Montane Industries, LLC, a Texas limited liability company (the "Seller") dated February 12, 2014, as may be amended (the "Contract'') to purchase approximately 176 .6 acres of land located in Reeves County, Texas which land is more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "Property");

WHEREAS, pursuant to Section .23{d) the Contract, Assignor has the right, without having to obtai11 any prior approval from Seller, to assign the Contract provided that any assignee assume all of Assignor' s obligations and liabilities under the Contract;

WHEREAS, Assigno1 warrants and represents that the Cont1rnct is in full force and effect nnd the rights set fo1th therein are free of lien, encumbrance or adverse claim;

WHEREAS, Assignor desires to assign the Contract to Assignee and Assignee desires to accept such assignment together with all of Assignor's rights, obligations and liablllities under the Contract,

NOW THEREFORE, for and in consideration of ten <111d no/ I 00 do IIars ($I 0 00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows:

J_ Assignment As of the Effective Date, Assignor hereby a1ssigns all of Assignor' s rights, title, interests, duties. obligations, and liabilities under the Contract l;o Assignee.

2. Assumption. Assignee hereby assumes Assignor's rights, title, interests, duties, obligations, and liabil ilies under the Conti act ~nd agrees to perform al I 1em a in ing duties and obligations of Assignor under the Contract from and after the Effective Date. Assignee further agrees to indemnify and hold Assignor harm less from any claim or demand of Seller 1e:su lting from non-performance or the Contl'act by Assignee, and Assignee shall be responsible for all payments to be made remaining under the Contract or under any othet agreements established pursuant to the Contract, if any_

3 Binding Effect Assignor and Assignee agree that this assignment and the provisions herein contained shall be binding upon and shall inure to the benefit of Assignor and Assignee and each of their successors and assigns .

4- Effective Date. This Assignment shall become effective as of the Eftective Date and shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns,

5. Counterpatts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together , shall constilttle one and the same document

Assignment of Conlrnct - Centurion Logistics, LLC

MR.600 BALLENGEE00002067 JN WITNESS WHEREOF, Assignor and Assignee have caused! tJ1is Assign111ent to be executed as of lhe Effective Date.

ASSIGNOR:

STATE OF TEXAS § § COUNTY OF DALLAS §

This instnunent was acknowledged before me on the .tJ1L day of September, 2014 by Marc Marrocco, Manager of CENTURION LOGISTlCS, LLC, a Tex S)Jimited liability company and he possesses the requisite authority to sign this Assignment on behalf of sai e~tity

[SEAL] , -~ ? .z~, , f~~~f~~ oALA Noto1y Publlc. state 01 Texas ~~~.~.:~·f My Commission Expires RowNrRee I /, Jr · f .. 'ti' . - ---~~r,;f,~:i~'" August os. 201 a Not y Public in and for the State of Tex.as My Co111m1 1 1 •

ASSIGNEE:

STATE OF TEXAS § § COUNTY OF '/)Alff} 5 §

This instmmenl was acknowledged before me on the /~(./~ dny of Septembe1, 2014 by John V. Calce, Manager of CENTURION PECOS TERMINAL LLC a Texas limited liability company nnd possesses the req uisite authority to sign this Assignment on b a!f of said entity.

[SEAL] ~~~?~~''-> f ~~~~~l ~-~·l~.j:i~ OALA ROWNTREE Notary Publlc. Slate of Texas My commtssroo Expires f~74 )/{ Id£.£__ ~_,,_...___'Al-i-1..- _L ~;::,r,;?,~;i$l Augu3t 05, 20l 8 No ·y Public in and or the State.of Texas My Comm1 .., v .. ,_,,..,_, .. -~ .

Signature Page to Assignment of Conlract - Centurion Logistics, LLC

MR.601 BALLENGEE00002067.02 EXHIBIT A

Property

BEING A TRACT OF LAND LOCATED IN SECTION 76, BLOCK 4, H&GN SURVEY, REEVES COUNTY, TEXAS, AND BEING A PART OF A CALLED 496.76 GRID (496.87 SURFACE) ACRE TRACT OF LAND AS DESCRJBED IN A DEED RECORDl~D IN VOLUME 905, PAGE 155, OFFICIAL PUBLIC RECORDS, REEVES COUNTY, TEXAS (0.P.R.R.C.T.), AND BEI NG MORE PARTI CULAR.L Y DESCRIBED AS FOLLOWS:

BEGJNNJNG AT A 5/8" IRON ROD SET WITH CAP STAMPED "TRANS TEXAS SURVEYING" FOR THE NORTHWEST CORNER OF SAID SECTION 76, THE :SOUTHWEST CORNER OF SAID SECTION 75. THE NORTHEAST CORNE.R OF SECTION 77 AND THE SOUTHEAST CORNER OF SECTION 78, SAID 5/8" IRON ROD SET ALSO BEING IN THE INTERSECTION OF COUNTY ROAD NO. 408 AND COUNTY ROAD NO. 404;

THENCE N 58°03'46'' E, WITH THE COMMON LINE OF SAID SECTION 76 AND SECTION 75, A DISTANCE. OF 2639.85 FEET TO A POINT IN THE EAST LINE OJF SAfD 496 76 ACRE TRACT FROM WHICH A 1/2" IRON ROD FOUND WITH CAP STAMPED ·'5.358 TRUJILLO" BEARS S 58°03'46" W, A DISTANCE OF 0.63 FEE..T, ALSO FROM WHICH A 1/2" IRON ROD FOUND AT THE. NORTHEAST CORNER OF SAJD SECTION 76. BLOCK 4, BE.ARS N 58°03· 46'' E, A DISTANCE OF 2639.85 FEET;

THENCE S 32°08'23" E, WITH THE EAST LINE OF SAID 496. i'6 ACRE TRACT, A DISTANCE OF 3187.68 FEET TO A 5/8" IRON ROD SET WITH CAP STAMPED "TRANS TEXAS SURVEYING" FOR THE SOUTHEAST CORNER OF SAID 496.76 ACRE TRACT BEING 100' NORTH OF THE CENTERLINE. OF THE TEXAS & PAClr-IC RAILROAD;

THENCE S 69°42 1 22"' W, WITH THE SOUTH LINEOF SAJD 496. 76 ACRE TRACT AND 100' NORTH OF AND PARALLEL WITH THE CENTERLINE OF SAID TEXAS & PACIFIC RAILROAD, A DISTANCE OF 2697.40 FEET TO A POINT IN SAID COUNTY ROAD NO. 408, THE WEST LINE OF SAID SECTION 76 AND THE EAST LINE OF SECTION 77, BLOCK 4. FROM WHICH A 600 NAIL FOUND BEARS S 69°42'22" W, A DISTANC E OF 0.37 FE-ET, ALSO FROM WHICH A 1/2'' IRON ROD FOUND FOR THE SOUTHWEST CORNER OF SAID SECTION 76, BLOCK 4, BEARS S 32°08' 13'' E, A DISTANCE OF 2657.42 FEET;

THENCE N 3.2°08' 13" W, WITH THE WEST LINE OF SAID 496.76 ACRE TRACT AND WITH THE COMMON LINE OF SAID SECTION 76 AND SA ID SECTION 77, A DISTANCE OF 2643-29 FEET TO THE PLACE OF BEG INNING AND CONTAINING 176.659 ACRES OF LAND. THIS DESCRIPT ION JS BASED ON THE LAND TITLE SURVEY AND PLAT MADE BY ROBERT L. YOUNG, REG ISTERED PROFESS IONAL LAND SURVEYOR NO. 5400 ON .JUNE 20, 2014. ALL BEARINGS RECITED HEREIN ARE CORRELATED TO THE TEXAS STATE PLANE COORDINATE SYSTEM, CENTRAL ZONE (4203), NAD83 (NA201 l). SEE THE ACCOMPANYTNG SURVEY MAP ATTACHED HERETO AND MADE A PART HEREOF.

Exhibit A to Assignment of Contract - Centu1ion Logistics, LLC

MR.602 BALLENGEE00002067.03             ([KLELW³/´

MR.603 '14-038f.4 flt.ED FOR P.ECORO REEVES rour.ff•/, TE.AAS !J::.11 'J~. 2lli4at11l;O!J·1ia Al\,

After recording return to: Centurion Logistics. LLC c/o Marc Marrocco 1875 Laws Street Dallas, Texas 75202

NOTICE OF CONFIDENTIALI'TY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM TlflS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.

GENERAL WARRANTY DEED

STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF REEVES §

THAT MONTANE INDUSTRIES, LLC, a Texas limited liability company C'Grantor''), for and in consideration of the sum of TEN AND N0/100 DOLLARS ($10.00) and other good and valuabJe considenation to the undersigned paid by Grantee (as hereinafter defined), the receipt and sufficiency of which is hereby acknowledged, bas GRANTED, SOLD AND CONVEYED. and by these presents does hereby GRANT. SELL AND CONVEY, with genemJ warranty covenants, unto CENTURION PECOS TERMINAL LLC, a Texas limited liability company ("Grantee"), whiose mailing address is 17950 Preston Road, Suite 1080, Dallas, Texas 75252, all of that ce1rtain lot, tract or parcel of ]and Jying and being situated in Reeves County, Texas, and being more particularly described on Exhibit A attached hereto and incorporated herein {the ....Property'"), together with all buildings, structures, paving, curbing, trees, plants, shrubs, and other building improvements and landscaping of every kind and nature presently situated on, in, or under, o;r hereafter erected or installed on the Property, together with all of Grantor's right, title and iuterest in all rights, tenements, hereditaments, easements, licenses, rights-of~way, privileges, and rights of ingress and egress applicable to the Property, and appurtenances pertaining thereto1 and strips and gores.

MR.604 BALLENGEE00002072 This conveyance is made a:nd accepted subject to all matters of recording against the Property. Ad valorem real property taxes for the current year have been prorated through the date of this instrument, with Grarittor and Grantee each paying its pro rata share. Grantee assumes and promises to pay taxes for 2014 and subsequent years.

TO HAVE AND TO HOLD! the Property, subject to the Permitted Exceptions, together with all and singular the rights and appurtenances thereto in anywise belonging unto said Grantee, its successors and assigns, forever, and Grantor does hereby bind itself, its successors and assigns to warrant and forever defend all and singular the Property. subject to all matters of record against the Property, wito said Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof.

[Signature page immediately follows.]

MR.605 BALLENGEE00002072.02 ('\ ...__L. ~~ WIJNESS WHEREOF~ the Grantor has executed the within instrument as of de~Vfj2014. " GRANTOR'': } MONTANE INDUSTRIES, LLC a Texas limited liability company

By: TexSand Holdings, LLC a Texas limited liability company, its Manager

B~ Name: Farrell Arcenaux Ti1le: Manager

STATE OF TEXAS ) ) SS COUNTY orb lt~~ )

On this I~ day of ~f~~bev- , 2014 before me, the undersigned Notary Public in nnd for said State, personally appeared Farrell Arcenaux known or identified to me to be the Manager of TexSnnd Holdings, LLC, a Texas limited liability company, the Manager of MONTANE JNDUSTRlES, LLC, a Texas limited liability company, that executed the instrument and ;acknowledged to me that he executed the same for and on behalf of said limited liability company and limited partne hip.

lie ission Expires on 7.- {c, .. 2a_ I '? [NOTARY SEAL]

MR.606 BALLENGEE00002072.03 Exhibit A

BEING a tract of land located in Section 76, Block 4, H&GN Survey, Reeves County, Texas, and being a part of a called 496.76 GRID {496.87 Surface) acre tract of land as described In a Deed recorded in Volume 905, Page 155, Official Public Records, Reeves County, Texas (O.P.R.R.C.T.), and being more particularly described as follows:

BEGINNING at a 5/8 inch iron rod set with cap stamped uTRANS TEXAS SURVEYING'' for the Northwest corner of said Section 76, the Southwe~;t corner of said Section 75, the Northeast corner of Section 77 and the Southeast corner of Section 78,, said 5/8 inch iron rod set also being In the intersection of County Road No. 408 and County Road No. 404;

THENCE North 58 degrees 03 minutes 4~6 seconds East, with the common Une of said Section 76 and Section 75, a distance of 2639.85 feet t•o a point in the East line of said 496.76 acre tract from which a 1/2 inch iron rod found with cap stamp1ed "5358 TRUJILLO" bears South 58 degrees 03 minutes 46 seconds West, a distance of 0.63 feet1 a1lso from which a 1/2 inch Iron rod found at the Northeast corner of said Section 76, Block 4, bears North 58 degrees 03 minutes 46 seconds East, a distance of 2639.85 feet;

THENCE South 32 degrees 08 minutes 2.3 seconds East, with the East line of said 496.76 acre tract, a distance of 3187 .68 feet to a 5/8 Jnch Iron rod set with cap stamped ''TRANS TEXAS SURVEYING" for the Southeast comer of said 496.76 acre tract being 100 feet North of the centerline of the Texas & Pacific Railroad;

THENCE South 69 degrees 42 minutes 22 seconds West, with the South line of said 496.76 acre tract and 100 feet North of and parallel with the 1centerllne of said Texas & Pacific Railroad, a distance of 2697 .40 feet to a point in said County Road No. 408, the West line of said Section 76 and the East fine of Section 77, Block 4, from which a 600 nail found bears South 69 degrees 42 minutes 22 seconds West, a distance of 0.37 feet, also from which a 1/2 inch iron rod found for the Southwest corner of said Section 76, Block 4, bears South 32 degrees 08 minutes 13 seconds East, a distance of 2657.42 feet;

THENCE North 32 degrees 08 minutes 13 seconds West, with the West llne of said 496.76 acre tract and with the common line of said Section 7fi and said Section 77, a distance of 2643.29 feet to the PLACE OF BEGINNING and CONTAINING 176.659 ctcres of land.

MR.607 BALLENGEE00002072.04             ([KLELW³0´

MR.608 UNSECURED PROMISSORY NOTE (the "Noten)

$1,500,000.00 September 16, 2014

FOR VALUE RECEIVED, Cenlurioll Pecos Tenninal, LLC, a Texas limited liability company ("Maker"), promises to pay to the order of Ballengee Interests, LLC (and together with its successors or assigns, "Payee"), in lawful money of the United States of America, the principal sum of One Million Five Hundred Thousond Dollars ($ J,500,000.00), together witl1 interest on the unpaid principal balance at an annual n1te equal to eight percent (8.0%), in the maimer provided below. Interest slrnll be calculated on the basis of a year of 365 or 366 days, as applicable, and charged for the actual number of days elapsed on the unpaid pri11cipal balance.

L PAYMENTS

1. I PRINCIPAL AND INTEREST

The outstanding principal balance of th.is Note, and all nccrned but unpaid interest thereon, shall be due and payable in full on September 1, 2017 or upon the earlier maturity hereof, whether by acceleration or otl1erwise. If the principal amount of the Note is not paid in full on or before such date, then the Note shall thereafter commence to accrue interest on the llnpaid principal balance at the mmual rate of interest spt.'Cified above plus ten percent (10.0%). 1.2 MANNER OF PAYMENT

All payments of principal and interest on this Note shall be made by wire transfer or direct deposit of immediately availnble funds lo an account specified in writing by Payee, or in such other manner as specified in writing by Payee. If any payment of principal or interest on tllis Note is due on a day that is not a Business Day, such payment shall he du.eon the next succeeding Business Duy, 11nd such extension of time shall be taken into account in calculating the amount of interest payable under this Note. "Busilze.\w Day" means any day olherilrnn 11 Saturday, Sunday or legal holiday on which banking institutions in lhe State of Texas arc aulhmized or required by law to be closed. All payments by the Maker under this Note shall be made without set- off, defense or counterclaim and be free and clear and without any deduction or withllolding for any taxes or fees of any nature whatsoever, unless the obligation to make such deductlon or withholding is imposed by law.

1.3 APPLICATION

Unless P11yce, in its sole discretion, elects to apply payments differently, all payments on this capital end note shall be applied in the following order of priolity: (a) the payment or reimbursement of any expenses, costs or. obligations (otl1er than the outstanding principal balance hereof and interest hereon) for which either Maker shall be (>bligated or Payee shall be entitled pursuant to the provisions of this Nole, (b) the payment of accrued but unpaid interest hereon, and (c) the payment of all 01 any po1tion of the principal balm1ce hereof then outstanding ht.•-reunder, in the direct order of maturity.

1.4 PREPAYMENT

Maker may, without foe, premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note, provided that each such prepayment is accompanied by accrued interest on the amount of principiil prepaid calculated to the date of such prepayment. Any partial pn,1>nyments shall. be applied to instalbnents of to principal in inverse order of their maturity. Payments shall he first applied accrued and unpaid interest accrued al the lime of such payment and then to p1incipal.

2. DEFAULTS

2.1 EVENTS OF DEFAULT

The occurrence, at any time and from time to time, of any one or more of tlle following events with respect to Maker shall constitute an event of default hereunder ("Event of Default"):

(a) If Maker shall fail to pay Lhe full principal balance of the Note, together with all accrued interest thereon, on or before September l, 2017, Maker shall fail to perfonn .any covenant, obligation, undertal

EXHIBIT

I s MR.609 representation or wu1Tanty made by Maker in lhis Note, or made by Maker in any statement or certificate famished by Maker, is untrne in any material respect as of U1e date of the issuance or making thereof.

(b) If, pursuant to or within the meaning of the U11iled Stales Bankiuptcy Code or any other federal or state law relating to insolvency, creditors' rights or relief of debtors (a "Bmtkruptcy Law"), Maker shall (i) be adjudicated bankrnpt or insolvent or commence a "\1oluntary case or proceeding; (ii) consent Lo the entry of an order for relief against it in an involuntary case; (iii) apply for or consent to the appointment of a trnstee, receiver, assignee, liquidator or similar official, or file a petitfon or answer seeking reorganization or an mrnngement with creditors or to take advimtnge of any Bankmptcy Law; (iv) make m1 assignment for the benefit Qf its creditors; (v) admit in writing its inability to pay its debts us they become due; or (vi) file an answer admitting the m!lteriul allegations of, or consent to, or default in answering, n petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing. · (c) If o (.'OUrt of competent jurisdiction or other competent authority enters im order, judgment or decree under any Bankruptcy Lnw that (i) is for relief iigainst Maker in an invohmtn1y case; (ii) nppoints a trustee, receiver, assignee, liquidator or similar official for Maker or subsl!mtinlly all of Maker's properties; or (iii) orders the liquidation of Maker, and in each case the order, judgmcnl or decree is nol dismissed within sixty (60) days.

(d) A breach of any covenant in Section 3 hereof by Maker.

Maker shall notify Payee in writing promptly upon becoming aware of the occum:ncc of any Event of Default.

2.2 DEFAULT RA TE; LATE CHARGE

Upon the occu1Tence (and du1'ing the eonlinualion) of any EvenL of Default, at the option of Payee and wilhout notice to Maker, all accrued and unpaid interest, if any, shall be added to the principal balance under the Note, and tl1e entire principal balance, as so adjusted, shall bear interesl thereafter until paid at an annual r11te equal to the lesser of (i) the per annum rate that is !en percent (10%) in excess of the above-specified interest rate, or (ii) the maximum rate of interest allowed to be charged under applicuble law, regardless ()f whether or not there has been an accclerntion of the indebtedness evidenced hereby as set forth herein. All such interest shall be paid at the time of, and as a condition precedenl to, the cu1iug of any such E\1ent of Default.

1f any payment required to be made under this Note is received by Payee more than five (5) days after the date when due, Maker agrees that a late charge equal lo t'ive l)er cent (5%) (lf such late payment shall be immediately due and payable by Maker to Pnyee, and that such amount. is reasonably estimated to compensate Payee for the additional admiuistrative expenf.-e, cost and other damages to he incurred by Payee in the adminislration and processing of tllis Nole. ·

2. 3 REMEDIES

U1mn the occmTence of an Event of Default, Payee may, nt its option, (i) declare the eutire l.Ulpaid principal balance of this Note, together with all accrued interest thereon Hnd all other amounts payable hereunder, to be immediately due and payable regardless of any prior forbearance, without presentment, demand, protest notice of intent to accelerate, notice of acceleration, or any other notice of any kind, ALL OF WHICH ARE HEREI~Y EXPRESSLY WAIVED, ANYfHING CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING; and (ii) exercise any and all rigb.ts and remedies available to it under ap])licnble law, either by suit in equity (Ir by uction at law, or both. Maker shall pay all costs and expenses incuned by m on behalf of Payee in conneclion with this Note, including, without limitation, all costs and expenses arising in connection with Payee's exercise or enforcement of any or all of its rights and remedies under this Note, including reasonable !lttOmeys' fees.

3. COVENANTS

Except with the prior written consent of Payee, from and after the date hereof and continuing so long as any amount remains unpaid on tile Note, the Maker covenants and ugrees with Payee that (n) Maker shall comply with all laws, ordinances or governmental iules and regulalions to which il is subject, (b) Maker shall from time to time execute and deliver to Payee such documents or instrument'l as Payee at any time may. reasonably request in connection with the Note, (c) Maker shall keep proper books of record ond account in accordance with generally accepted accounting p1inciples, (d) Maker shall pay any interest due on any note guaranteed by Payee to secure funding of this Note to any third party as directed by Payee (e) Mak.er shall enter into n deed of tmsl, deed in lieu of foreclosure or any other instrument requested by Pa)'ee to secure Payee's guarantee(s) relating to any assets or real properly acquired by Puyce with the proceeds of this Note.

MR.610 4. CONFJDENTlALITY

The parties each covenant and agree that, except as consented to by the parties, neither they nor any of their respective officers, directors, employees, agents or representatives, will disclose the existence or tem1s of this Note or any of the other party's confidential infonnation to any third pnr!y, except (i) as required by law or regulation (including securities reguli1tions), or (ii) to a party's accountants, lawyers, employees, advisors nnd rcpresenlntivcs in cOJmcction with evaluating the transactions contemplated herein or (iii) unless already in the receiving party's possession when such cmlfidcntial inforntalion is discl()sed or othe1wise indepe1tdently developed by such receiving parly without the use of sucl1 confidential information.

6. MISCELLANEOUS

6.1 WAIVER

The rights and remedies of Payee under this Note shall be cwnulative and noL alternative. To the maximum extent permitted by applicable law, (a) no claim or iight of Payee arising out oft11is Note can be discharged by Payee, in whole or in part, by a wa1vcr or re11unciation of the claim 01-righl unless in a writing signed by Payee; (b) no waiver that may he given by Payee will be applicable except in the specific instance for which it is gi,•en; and {c) no notice 10 or demand on Maker will be deemed to be a waiver of any obligation of Maker or of the right of Payee to lake further action without notice or demand as provided in this N()te. Maker and each surety, endorner, guarantor iUld olher party ever liable for payment of any sums of money payable upon this Nole, jointly and severally, waive presentment, demand, protest, notice of protest and no11-payment or other notice of default, notice of acceleration and intention to accelerate or other notice of any kind, imd agree that their liability under tl1is Note shall not be atlbcted by any renewal or extension in the lime of payment hereof, or in any indulgences, or by any release or change in any secmity for the payment of this Note, ond hereby consent In any and all renewals, exteusions, indulgences, releases or changes, regardless of lhe number of such renewals, extensions, indulgences, releases or changes. This Note may not be changed orally. but only by an i1g1-eement in writing signed by the party againsl whom enforcement of any waiver, modification, or change is sought.

MAKER AND PAYEE HEREBY IRREVOCABLY AND UNCONDITJ'ONALIJY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUJT, PROCEEDING, OR COUNTERCLAIM THAT RELATES TO OR ARISES OUT OF THIS NOTE OR THE ACTS OR FAILURE TO ACT OF OR BY PAYEE JN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF THIS NOTE. 6.2 NOTICES

All notices, waivers and other communications required or pe1mitted by this Nole shall be in writing and shall be deemed given to a pmiy when (a) delivered to the appropriate address by hand or by nationally recognized overnight couricl" servi(,-e (costs prepaid); (b) sent by facsimile or e-mail with confinnation of !nmsmission by the transmitting equipment~ or (c) received or rejected by the addressee, if sent by certified mail, retum receipt requested, in each case to the following addresses, facsimile numbers or e-mail addresses and marked lo the attention of the person (by name or title) designated below (or lo such 0U1cr address, facsimile number, e-mail address or person as u pai1y may desig1rnte by notice to the other parties):

Ballengee Interests, LLC 3838 Oak Lawn Avenue, Suite 1120 Dallas, Texas 75219

Maker:

Centurion Pecos Tenninul, LLC l 7950 Preston Road, Suite 1080 Dallas, Texas 75252

MR.611 6.3 SBVERABitrl'Y~ USlJR Y SAVlNvS

If any provil;ion in this N~te_ is hel4 inval.id or uu,euforccable by any court of competent jurisdiction, the other provisions of this Note will rem11in in full force m1cLeffect. Any provision of this Note held invalid or unenforccnb.le only in part or degree will remain in full force and effect tq the extent not held in valid or unenfor<;eable.

I:l is the intentioti t)f the Maker and tho Payee to s.:onfo1m sllictly with applicable usury lows. Accordingly r if the transactions contemplated hereby would he usurit>tis under. applicable 1!1w then, in th11t event, notwithstanding anything to the cont1,acy in any agreemetlt entered into in conhcctk1n with 01: as $ecmity for this -~fotc, it is agreed as follows: (n) the agg~gat~ of nll consideration which co11stituteJl interest under ~pplicable law that is takt."ll, re~J"Ved,' contracted for, charg~o or r¢ceivcd under ihis Note or under any of ti~ other aforesaid agreements or otherwise irt connection with this Note shaU under rio circumstances exceed the ·~aX:itnum amount permissible under such laws,_and uny excess sha11 be credited 011 this.Note.by 1he Payc.-e (or if this Note shall have bi.,>tm paid in full, refunded to the Maker)~ ()l) if determination of the rate of interest for detennining wheth~r the l~)~nt> hcreundel' are usmfous shall be -made by amortizii1g, prorating, alloonting and spreading, jn equal parts duritlg tlie flo!H stated t¢rm of such loans (including ru'ly r.enewms of the tcim hereot) all Interest !It any ti_ mc contracted for, charged or r~ivaj :from the Maker-in cormection with such foans, and any excess shaH be,canceled, credited or: f efunded as sei forth in ·cl'aus~ (a) 11boye·, (Uld {c) in the event that mnturity ohhis Note is accelerated by reason of an elootion by the Payee rewlting from any Event of Default or other\\iise, or in· the eveill of any required or permitted prepayment, then such conskleratto11 that constit11tes interest may never include more than the maxim uni penni!lsihle nm!}unt, tmd excess inte1'¢st, if any 1 :provided for iii this Nole m time to tinw in i;ffecl as proVided in Texas-Revised Ciyil Statlite$ Annotated, Finance Code, Chapter 3:03,.!I!! olhended. ·

6.4 GOVERNING LAW~ :PARTfBS ININ'fEREs1 ·

T~is Note wi1! ·be governed by wrd c:onslrued under the· Isws .of the State of T~xns without regard to conflicts"of- laws principles that would reqttire. the llPPlicat~on of any other law. hl the ev¢tlt of a dispute iµv¢lving tb:is Note or any other instruments ex.ecuted in connection hetewilll, the undersigned inevocably agrees tmit the exclusive venue for such db'Jlute $\1all lie iJl l\tiy court of competent jurisdiction in Dallas COlm\y, Tex.as. As used herein, lhe term "Payee1' shall be det.-med lo inplude.its successors, legul representatives and assignsl wheth¢r by voluntary action or by operation of law. ThL'i Note shall not be assigned or transferred by Payee without the express pdor written cMsent of Mak.et, 0t{le1' l~illl J:>y operation of law. Subject to the preceding se11tencei ·this Note will_be bindi1)g in all respects .and il1Ul'e · to the l)e:nefit of Makel' und Payee and their sttcccs~ors and as~i~s. whether by voiumal}i' action of the patties, by operation oflaw or otherwise and all persons claitnh~g by through or undet'thcm.

~. 5 EN'fIH,E.AGR~EMENT

TflIS NOTE CONTAINS Ti-iE FINAL, ENTIRE AGREEMENT BETWEEN TBE PARTIES HERETO RELATING TO THE SUBJECT MA 'fTER HEREOF AND ALL PiUOR AGREEMENTS WHETHER WRITTEN OR ORAL RELATED HERE10 wH1cH ARE Not coNTAlNEo HEREIN AR'E-suPERsEorio AND TEI~Arno HEREBY. AND TI-irs 'NOTE MAY NOT BE CONi'l~DJC'tED OR VARIED BY EVIDENCE OF PRIOR, CON'fEMPORANEOUS, OR SlJ.11SEQUENT ORAL A¢REEMENTS QR DfSCUSSIONS OF THE PARTTES HERETO. Tl-JERE ARE NO UNWRITTEN ORAL AGREEMENt s AMONG THE PARTIES HEirn'r6.

lN WITNESS WI-iJ7..REOt,., Maker, intending to be leg811y bound her(lby has exe<..-uted and delivered this :i>romissory Note as of the date first stated above. ·

MR.612             ([KLELW³1´

MR.613 I

FIRST AMENDED AND RESTATED

COMPANY AGREEMENT

OF

CENTURION PECOS TERMINAL LLC

a Texas Limited Liability Company

THE MEMBERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED ABSENT SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE TRANSFER OF MEMBERSHIP INTERESTS IS FURTHER RESTRICTED BY ARTICLE X OF THIS AGREEMENT.

6211457.4/SP/33032/0101/072115 I MR.614 I TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS ........................ ..... ........................................................... ................... 1 1.1. Defined Tenns ...... ............................................................ ....................................... 1 1.2. Construction .... ,....... .......................................................... .................................. ..... 5

ARTICLE II ORGANIZATIONAL MATTERS ...........................................................................6 2. 1. Fonnation ..................... ............................................................................................ 6 2.2. Na1ne ......... ............................................................................................................... 6 2.3. Registered Office and Agent; Principal Office ........................................................ 6 2.4. Term ........ ..................................................................................... ........ .............. ...... 7 2. 5. Purposes ................................................ ......................................... .......................... 7 2.6. Po\vers ......... ................................... ..................... ........ ............................................. 7 2.7. Co1npany Property ..................... ....................................................... ........ ............... 7 2.8. Consent to Adn1ission of rv1en1bers ............ ..... ........................... ............................. 7 2.9. Status of Managers and Me111bers ......... ............ .................................................. ..... 7 2.10. Certificates of Membership Interests ............................................... ....... .................? 2.11. No State Law Partnership ............................... .................... ........ ................... ...... .... 8

ARTICLE III CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS ...................................... 8 3.1. Initial Capital Contributions ............ ....... ............. ................................... ................. 8 3.2. Additional Capital Contributions .................... ......................................................... 8 3.3. Capital Accounts ...................................................................................................... 8 3 .4. No Right to Return of or Interest on Capital Account.. ........... ..... ........................... 8 3.5. Me1nber Loans ......................................................................................................... 8

ARTICLE IV ALLOCATIONS AND DISTRIBUTIONS ............................................................. 8 4.1 . Allocation of Profit or Loss ................................ ........................... .......................... 8 4.2. Distributions of Distributable Cash ........ ................................................................. 8 4.3. Withholding ..................................... ....... ........ .........................................................9 4.4. Lin1itation on Distributions ...................................................................................... 9 4.5. No Right to Partition or Distributions in Kind ...................................................... 10 4.6. Recovery of Erroneous Distributions ............................... .............. ....................... 10

ARTICLE V MANAGEMENT; ACTIVITIES OF MANAGERS AND MEMBERS ................ 10 5.1. Management and Control of Company Business .................................................. 10 5.2. Resignation, Removal, and Replacement of Managers ............ ............................. 10 5.3. Actions of the Board ofManagers ......................................................................... 12 5.4. Limitations on Board of Managers' Authority ...................... ................................ 12 5.5. Delegation of Authority~ Officers ......... ................................................................. 13 5.6. Reliance ..................................... ........................................................... ....... .......... 13 5.7. Compensation and Expenses of Members and Managers ..................................... 13 5.8. Standards of Manager and Member Conduct ................................................. ....... 14

ARTICLE VI LIABILITY AND INDEMNIFICATION ......................... .................................... 14

FIRST A MENO ED ANO RESTATED COMPANY AGREEMENT OF CENTURION PECOS TERMINAL LLC PAGE 6211457.4/SP/33032/0101f0721I5

MR.615 6.1. Liinitation of Liability ........................................................................................... 14 6.2. Indenmification by Co1npany ................................................................................ 15 6.3. Conduct Not Protected .......................................... ................................................. 15 6.4. Insurance ............ .......................... ........................................... .............. ............. ... . 15 6.5. Survival ........................................................ .............. ....... ....... ...................... .... .... 15

ARTICLE VII BOOKS AND RECORDS; REPORTS ..................................... ........................... 16 7 .1. Maintenance of and Access to Books and Records ... ............................................ 16 7.2. Fiscal Year ..................................................................................... ....... ................. 16 7.3. Financial and Operating Reports ............................... ............................................ 16 7.4. Tax Reports .................................................................... ............. ....... ....... ....... ...... 16 7.5. Trans1nission of Conununications ................................... ....... .................... ........... 16

ARTICLE VIII TAX MATTERS .................................................................................... ....... ...... 17 8.1. Tax Classification ............................................................._..................................... 17 8.2. Co1npany Returns ............... .......................................... ........................... .............. 17 8.3. TaxElections ............................................. ............................................................ 17 8.4. Consistent Reporting ...................................... ................................................ ........ 17 8.5. Tax Proceedings ..................................................................................................... 17 8.6. Information and Documents to Company .............................................................. 18 8.7. Survival ............. ......... ............................ .............. ..................... ....... ...................... 18

ARTICLE IX MEETINGS AND VOTING OF MEMBERS ............................................. ......... 18 9.1. Meetings .......... .................... ............................. .......................................... ............ 18 9.2. Voting .................................................................................................................... 19

ARTICLE X TRANSFER OF MEMBERSHIP INTERESTS .................... ................................. 19 10.1. _L hnitation on Transfers ............ ,........................ .................................................... 19 10.2. Permitted Transfer of Membership Interest ........................................................... 19 10.3. Right of First Refusal; Tag-Along Rights; Triggering Events .............................. 20 10.4. Conditions to Permitted Transfers of Membership Interests .................. ............... 21 10.5. Effective Date; Distributions ................................................................... ..............21 10.6. Transferor's Obligations ........ .. ..................... ......................................................... 22 10.7. Assignee's Rights and Obligations ...................................... .................................. 22 10.8. Effect and Consequences of Prohibited Transfer .................. ................................ 22

ARTICLE XI ADMISSION OF NEW MEMBERS ........................................................ ............ 23 11.1. Substih1ted Metnbers ......... ......................................... .......................... ................. 23 11 .2. Additional Me1nbers .............................................................................................. 23 11.3. No Required Capital Contributions ..... .................................................................. 23

ARTICLE XII WITHDRAWAL OR REMOVAL OF MEMBERS ................ ............................ 23 12.1. Withdrav,ral of Men1bers ......................... .................... ........................................... 23 12.2. Ren1oval of Me1nbers ............................................................................................. 24 12.3. Stah1s of Fonner Meinber ....... ............................................................................... 24

ARTICLE XIII WINDING UP AND TERMINATION ........ ...................................................... 24

FmST AMENJ>ED AND RESTATEJ> CO.\IPANY AGHEEMENT OF CENTURION PECOS TERML~AL LLC PAGE 6211457.4/SP/33032/01011072115

MR.616 13. 1. Events Requiring Winding Up ............................................................................... 24 13.2. Winding Up Procedures ......................................................................................... 25 13.3. Continuation Without Winding Up ........ .................................... ...................... ...... 25 13.4. Liquidation of Assets and Application and Distribution of Proceeds.................... 26 13.5. Certificate of Tennination ..................................................................................... 26 13.6. Reinstate1nent. ............................................................ ............................................ 26

ARTICLE XIV VALUATION ................. ...................... ....... ..................... ..................... ........ ..... 26 14. 1. Fair Value of Con1pany Property ........................................................................... 26 14.2. Purchase Price of Membership Interest ................................................................. 27 14.3. Valuation of Membership Interests ........................................................................ 27

ARTICLE XV GENERAL PROVISIONS ................................................................................... 27 LS.I. Alnendments .......................................................................................................... 27 15 .2. Notice ..................................................................................................................... 27 15.3. Governing Law; Consent to Jurisdiction ............................................................... 28 15.4. Waiver ............................................................... .................................... ................. 28 15.5. Entire Agree1nent ................................................................................................... 28 15.6. Successors and Assigns .................. ..................... .......................................... ........28 l5.7. Third-Parties .........................................................".. ....... ........................................28 15. 8. Severability ...................................................................... ...... ........................... ..... 28 15.9. Construction ........................................................................................................... 28 15. l 0. Execution of Agree1nent ........................................................................................ 28 15 .11. Further Assurances ................................................................................................ 29

FJRST AMENDED AND RESTATED COi\U'ANY AGREEMENT 011 CENTURION PECOS TEllMINAL LLC PAGE 6211457.4/SP/3303210!011072115

MR.617 FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTUIUON PECOS TERMINAL LLC

This First Amended and Restated Company Agreement of Centurion Pecos Terminal LLC (this "Agreement") is made and entered into effective as of November_, 2014 (the "Effective Date',), by the persons identified on the signature page(s) hereof.

RECITALS

WHEREAS, the Company \Vas formed pursuant to a Certificate of Formation filed with the Secretary of State of the State of Texas (the "Certificate of Formation,,) effective on September 12, 20 I 4 (the "Formation Date"); and

WHEREAS, the members of the Company as of the Formation Date entered into the Company Agreement (as herein defined); and

WHEREAS, in each case on and as of the Effective Date, in accordance with the Company Agreement and prior to the execution of this Agreement, sequentially,

(a) contemporaneously (i) CAM Oil and Natural Gas, LLC, a Louisiana limited liability company, without any reservation of any right, title, or interest therein, assigned all of its Membership Interest to Stampede (as herein defined) (the "Membership Interest Assignment"), (ii) in connection with the Membership Interest Assignment, Centurion (as herein defined), acting in its capacity as a Member, (1) pursuant to Section 10.2(a)(i) of the Company Agreement approved such transfer, and (2) waived all of its rights set forth in Section 10.3 of the Company Agreement in connection with such transferred Membership Interests, (iii) the Manager (as herein defined) so named in the Certificate of Formation determined that the Membership Interest Assignment satisfied the conditions set forth in Section I 0.4 of the Company Agreement, and (iv) such Manager, pursuant to and in accordance with Section 1 I. I of the Company Agreement, approved the admission of, and admitted, Stampede as a Substituted Member (as herein defined);

(b) The Manager so named in the Certificate of Formation resigned as Manager pursuant to and in accordance with Section 5.2(a) of the Company Agreement; and

(c) the Majority-in-Interest (as herein defined) elected Centurion and Stampede as replacement Managers pursuant to and in accordance with Section 5.3 of the Company Agreement; and

WHEREAS, the parties hereto desire to hereby (i) amend and restate the Company Agreement with this Agreement, and (ii) provide for the regulation and management of the affairs of the Company according to this Agreement and the Code (as herein defined).

NOW, THEREFORE, the parties agree as follows:

ARTICLE I DEFINITIONS

I . I. Defined Terms. The following definitions, and the definitions set forth in Appendix A to this Agreement, apply to the terms used in this Agreement for all purposes.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTUIUON PECOS TERMINAL LLC PAGE 1 6211457.4/SP/33032/0101 /072115

MR.618 "Additional Capital Contribution" means the sum of cash and the Fair Value of any property contributed to the Company with respect to a Membership Interest as permitted under this Agreement, but does not include an Initial Capital Contribution.

"Additional Member" means a person who acquires a Membership Interest from the Company in exchange for a Capital Contribution and is admitted to the Company as a Member pursuant to Section 11 .2 after the Effective Date.

"Affiliate" means a person who directly or indirectly Controls, is Controlled by, or is under common Control with the person in_question.

''Agreement" means this First Amended and Restated Company Agreement, as it may be amended, supplemented, or restated from time to time.

"Assignee" means (a) a person to whom a Membership Interest has been transferred by a Member or Assignee in a Permitted Transfor1 or in a Prohibited Transfer that the Company is required by law to recognize, but who has not become a Member, and (b) a former Member as described in Section 12.3.

"Board of Managers" means all of the Managers acting together. The Board of Managers as of the Effective Date is comprised of Centurion and Stampede.

"Capital Contribution" means the sum of the Initial Capital Contribution and Additional Capital Contributions, if any, with respect to a Membership Interest.

"Cenhll'ion,, means Centurion Logistics LLC, a Texas limited liability company, and a Member of the Company as of the Effective Date.

"Certificate of Formation" means the Certificate of Formation identified in the recitals to this Agreement, as such certificate may be corrected, amended, or restated.

"Certificate of Membership Interest" means a certificate representing a Member's Membership Interest in a form approved by the Board of Managers.

"Code'' means the Texas Business Organizations Code.

"Company" means the limited liability company formed pursuant to the Certificate of Formation.

"Company Agreement" means that certain written agreement, dated as of the Formation Date by and between the members of the Company as of such date, providing for the regulation and management of the affairs of the Company.

"Change of Control'' means with respect to a Member, that the owners of such Member (as existing as of the date hereof) shall (i) cease to own, directly or indirectly, 51.0% of the outstanding ownership interests of such Member, or (ii) cease to own or exercise voting control over 51.0% of the outstanding voting interests of such Member.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, wJ1ether through ownership of voting securities, by contract, or otherwise.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURION PECOS TERMINAL LLC PAGE2 621f457 .4/SP/3303210101/072115

MR.619 "Damages" means any expense or loss (including any court costs, judgment or settlement payment, penalty, fine, tax, and reasonable attorney's fees or other dispute resolution costs) paid or incurred in connection with or as a consequence of any Proceeding, net of any insurance or other recoveries received by the Indemnified Person with respect to the foregoing.

"Distributable Cash" means the cash and cash equivalents held by the Company from operations reasonably determined by the Board of Managers to be available for distribution to the Members after payment of the Company's debts, expenses, and other obligations, and after establislunent and maintenance of such cash reserves as the Board of Managers determines should be retained for the reasonable current and future needs of the Company's business.

"Effective Date" is defined in the introduction to this Agreement.

"Entity" means any general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trnst, business trust, cooperative, association, foreign trust, foreign business organization, or other business entity.

"Fair Value" means, with respect to an asset, its Fair Value determined according to Section

"Fiscal Year" is defined in Section 7.2.

''Formation Date" is defined in the recitals to this Agreement.

"Indemnified Person" means (a) a Member or Assignee; (b) a Manager, (c) a Liquidator (if any); (cl) any Affiliate of the Company, a Member or Assignee, a Manager, or a Liquidator; and (e) any governing person, officer, employee, agent, or owner of the Company, a Member or Assignee, a Manager, a Liquidator, or any Affiliate of any of the foregoing. A person is an [ndemnified Person whether or not such person has the status required to be an Indemnified Person at the time any Proceeding is made or maintained as described in Article VI or at the time any amendment to this Agreement is proposed under Section 15. l, provided such person had the status required to be an Indemnified Person at the time of the relevant actions referenced in the Proceeding.

"Index Rate" means the rate specified in Section 302.002 of the Texas Finance Code.

"Initial Capital Contribution" means the sum of any cash and the Fair Value of any property contributed to the Company by a Member with respect to a Membership Interest in connection with the original issuance of the Membership Interest by the Company as set forth on Exhibit A.

"I.R.C." means the Internal Revenue Code of 1986,

"Liquidator" is defined in Section 13.2(b).

"Majority-in-Interest" means one or more Members owning collectively more than 50% of the Percentage Interests owned by all Members entitled to vote on the particu[ar issue.

"Manager" means the person or persons designated as manager of the Company in the Cetiificate of Formation and any person or persons who become a replacement Manager pursuant to Section 5.3.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURroN PECOS TERMINAL LLC PAGE3 6211457 .4/SP/33032/0101/072116

MR.620 "Mandatory Distribution" means any distribution that a Member is entitled to receive and as to which the Member has attained the status of a creditor under Section I 01 .207 of the Code.

"Member" means any person identified as a member on Exhibit A, and any other person who becomes a member of the Company pursuant to this Agreement, who has not ceased to be a Member. "Members" means all persons that are Members, collectively.

"Membership Interest" means a Member's or Assignee's economic interest in the Company. The term incJndes the Member's or Assignee's right to receive allocations of profits and losses and distributions as described in ArticJe IV, and other rights and obligations under this Agreement or the Code of an Assignee who has not been admitted as a Member, but does not include any right to participate in management or any other right reserved under this Agreement or the Code exclusively to a Member.

"Offering Member" is defined in Section 10.3(c)(i).

"Percentage Interest" means, as to any Member or Assignee, the percentage interest set fo11h on Exhibit A.

"Permitted Transfer" means any transfer of a Membership Interest that is described in Section

"Person" or "person" means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such "Person," as and where the context so permits or reqmres.

"Proceeding" means (a) any threatened, pending, 01· completed action or other proceeding, whether civil, criminal, administrative, arbitrative, or investigative; (b) an appeal of any such proceeding; and (c) an inquiry or investigation that could lead to any such proceeding.

"Prohibited Transfer" means any transfer of a Membership Interest that is not a Permitted Transfer.

"Redemption Notice" is defined in Section 10.3(c)(i).

"Redemption Option" fa defined in Section 10.3(c)(i).

"Stampede" means Stampede Energy, LLC, a Louisiana limited liability company.

"Stampede Capital Contribution Balance" means, with respect to Stampede, the total Capital Contribution of Stampede less the cumulative distributions of cash by the Company to Stampede in return of Stampede's Capital Contribution pursuant to Section 4.2(a)(ii). For purposes of calculating the Stampede Capital Contribution Balance, no deduction shall be made for any tax distributions made to Stampede, whether pursuant to Section 4.2(b) of this Agreement or otherwise.

"Stampede Preferred Return" means, with respect to Stampede an amount equal to an 8% cumulative compounded annual return on the amount of Stampede's unreturned total Capital Contribution. accrued as of any date of determination. The Stampede Preferred Return wilJ be calculated by treating all distributions of the Stampede Preferred Ret11rn pursuant to Section 4.2(a) as first being a

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MR.621 payment of any undistributed accumulated annual return as of the distribution date and then being a repayment of any and all of Stampede's Capital Contributions as of the distribution date.

"Stampede Preferred Return Balance'' means, with respect to Stampede, the cumulative accrued Stampede .Preferred Return Jess the cumulative distributions of cash by the Company to Stampede in payment of the Stampede Prefell'ed Retum pursuant to Section 4.2(a)(i). For purposes of calculating the Stampede Preferred Return Balance, no deduction shall be made for any tax distributions made to Stampede, whether pursuant to Section 4.2(b) of this Agreement or otherwise.

"Substituted Member" means a person who is admitted as a Member pursuant to Section 11.1 with respect to the transfer of an existing Membership Interest.

"Treasury Regulations" means the Treasury regulations promulgated under the I.R.C.

"Triggering Evene' means the fast to occur of (a) the date of a Prohibited Transfer, including any transfor to (i) a Member's trnstee in bankruptcy, (ii) a purchaser at any creditor's or court sale, (iii) a Member's spouse pursuant to a decree of a divorce court, or (iv) the guardian of an incompetent Member, (b) the date of death of an individual Member, (c) the date of a Change of Control or termination of a Member that is 11ot an individual; (cl) the removal of a Member pursuant to Section 12.2; or (e) the voluntary election of a Member that is not an individual to liquidate all or substantially all of its assets and/or dissolve.

"Triggering Event Closing" is defined in Section 10.3(c)(ii).

"Triggering Event Purchase Price" means, in the case of a Membership Interest to be purchased pursuant to Section 10.3(c), the "fair market value" (as defmed in this paragraph) of the Membership Interest as of the date of the Triggering Event, determined assuming an arms length sale of all of the Company's assets to a third party (as a going concern and not as a liquidation) for fair market value and the application of the proceeds of the sale according to Section 13.4. The Triggering Event Purchase Price will be determined (a) if there is in effect as of the date of the Triggering Event a valid Certificate of Fair Market Value in substantially the form attached as Schedule A executed by all Members, by reference to the fair market value for such Membership Interest as set forth in such Certificate of Fair Market Value, and (b) if there is no such Certificate of Fair Market Value effective with respect to the Triggering Event, (i) by agreement of the Company and the Offering Member or the Offering Member's successor in interest, as applicable, or (ii) if no such agreement is reached within 30 days after the issuance of the Redemption Notice, by an independent appraiser chosen mutually by the Company and the Offering Member or the Offering Member's successor in interest, as applicable; provided, however, that in determining the fair market value of a Member's Membership Interest, such appraiser shall take into account the Stampede's Capital Contribution Balance and the Stampede Preferred Return Balance and shall increase or decrease Triggering Event Purchase Price of each Member's Membership Interest accordingly. Any fair market value agreed by the Members in a Certificate of Fair Market Value shall be effective until the earlier of (A) 90 days from the date set forth in any such Certificate of Fail' Market Value, or (A) the date that a new Certificate of Fair Market Value has been executed by all of the Members.

1.2. Construction. In this Agreement, unless a clear contrary intention appears:

(a) the singular number includes the plural number and vice versa;

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MR.622 (b) reference to any person includes such person' s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a person in a pmiiculm· capacity excludes such person in any other capacity or individually;

( c) reference to any gender includes the other gender and the neuter;

(d) reference to any agreement or other document means such agreement or other document as amended or modified and in effect from time to time;

(e) reference to any statute, regulation, or other legal requirement means such legal requirement as amended, modified, codified, replaced, or reenacted, in whole 01· in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any legal requirement means that provision of such legal requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement, or reenactment of such section or other provision;

(f) "hereunder," "hereof/' ''hereto," and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other provision hereof;

(g) "including" (and with its correlative meaning "include") means including without limiting the generality of any description preceding such term;

(h) Hor" is used in the inclusive sense of "and/or";

(i) with respect to the detetmination of any period of time, "from" means '1from and including" and "to" means "to but excluding"; and

(j) references to agreements or other documents refer as well to all addenda, exhibits, schedules, or mnendments thereto.

ARTICLE TI ORGANIZATIONAL MATTERS

2.1. Formation. The Company was formed pursuant to the Certificate of Fonnation effective as of the Formation Date.

2 .2. Name. The Company's name is as set fOl'th in the Certificate of Fonnation. The Board of Managers may change the Company name at any time without the approval of any Member by filing a certificate of amendment to the Certificate of Formation. The Board of Managers shall provide notice of any such change to all Members. The Company,s business may be conducted under its name and/or any other name or names deemed advisable by the Board of Managers. The Board of Managers shall cause to be executed and filed of record all assumed or fictitious name certificates for the Company as are required by law.

2.3. Registered Office and Agent; Principal Office.

(a) The street address of the initial registered office of the Company in Texas and the name of the initial registered agent of the Company are as set forth in the Certificate of Formation. The Board of Managers may change the Company's registered office or registered agent at any time by filing

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MR.623 a Change of Registered Agent and/or Registered Office as provided in the Code. The Board of Managers shall prnvide notice of the change to all Members.

(b) The address of the principal office of the Company in the United States where records are to be kept or made available under Section 101.501 of the Code shall be as determined by the Board of Managers. The Board of Managers may change the Company's principal office in the United States at any time upon notice to the Members. The Company shall keep at its registered office and make available to a Member on reasonable request the street address of the Company's principal office in the United States.

2.4. Tenn. The Company will continue until terminated in accordance with Article XIII.

2.5. Purposes. The purpose for which the Company is organized is for the development and operation of the Project and the transaction of any and all lawful business for \.Vhich limited liability companies may be organized under the Code.

2.6. Powers. Subject to any limitations in this Agreement, the Company may exercise the power to do any and all acts reasonably related to its purposes.

2.7. Company Property.

(a) All Company property shall be owned in the name of the Company and not in the name of any Member. No Member or Assignee will have ally interest in such Company property solely by reason of the Member's status as a Member.

(b) The Board of Managers shall cause all funds of the Company to be deposited or invested in an account or accounts in the name of the Company. No funds other than the funds of the Company may be deposited therein. The funds in such accounts shall be used exclusively for the business of the Company (including distributions to the Members) and may be withdrawn only by persons approved by the Board of Managers.

2.8. Consent to Admission of Members. Each person executing tltls Agreement consents to the admission as members in the Company all of the other persons who are Members as of the date such person executes this Agreement.

2.9. Status of Managers and Members. Except as otherwise provided by this Agreement, each Manager has the status, rights, and obligations of a manager in a limited liability company as set forth in the Code, and each Member has the status, rights, and obligations of a member in a limited liability company as set forth in the Code.

2.10. Certificates of Membership Interests. If provided by the Board of Managers, each Member's Membership Interest may be represented by a Certificate of Membership Interest. Each such Certificate of Membership Interest, if any, shall be numbered and registered in the records of the Company as they are issued, and shall be signed by two officers of the Company. The holder of any Certificate of Membership Interest shall promptly notify the Company of any loss or destruction of the certificate, and the Company shall cause a replacement certificate to be issued to the holde1· upon receipt of satisfactory evidence of the loss, destruction, or mutilation or the certificate and satisfaction of other reasonable conditions established by the Board of Managers.

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MR.624 2.11. No State Law Partnership. The Members intend that the Company is not a partnership 01• joi11t venture, and that no Manager or Member is a partner or a joint venturer of any other Manager or Member, for any purposes other than income tax purposes. No provision of this Agreement may be construed to suggest otherwise.

ARTICLE III CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

3.1. Initial Capital Contributions. Each Member's Initial Capital Contribution is set forth on Exhibit A.

3.2. Additional Capital Contributions. No Member shall be required to make Additional Capital Contributions. No Member has the right or is permitted to make any other Additional Capital Contributions unless (a) the Board of Managers approves such Additional Capital Contribution after notice to all Members of (i) the amount of the Additional Capital Contribution to be made, (ii) the effect of the Additional Capital Contribution on each Member's Percentage Interest, and (iii) other material information relevant to the proposed Additional Capital Contribution, and (b) all Members are afforded an opportunity to participate in the Additional Capital Contribution according to their relative Percentage Interests.

3.3. Capital Accounts. The Company shall establish a separate Capital Account for each Member and Assignee. The Capital Accounts shall be maintained according to the provisions of Appendix A.

3.4. No Right to Return of or Interest on Capital Account. No Member may demand or receive the return of its Capital Contribution or any portion of its Capital Account, except as provided in this Agreement and the Code. Neither any Manager nor any Member has any personal liability for the repayment of any Capital Contributions of any Member. No interest will accrue or be paid with respect to the Capital Contributions or Capital Account of any Member.

3.5. Member Loans. The Company may borrow money from one or more Members to the extent the Board of Managers deems appropriate to the conduct of the Company business on terms that comply with the requirements of Section 5.8(b)(iii) (relating to related party transactions). The amount of any loan made to the Company by a Member will not constitute a Capital Contribution or otherwise affect such Member's Capital Account or Membership Interest.

ARTICLE IV ALLOCATIONS AND DISTRIBUTIONS

4. I. Allocation of Profit or Loss. Company profits and losses shall be allocated among the Members and Assignees in accordance with the provisions of Appendix A. The Members are aware of the income tax consequences of the allocations made by Appendix A and agree to be bound by the provisions of Appendix A in reporting their shares of Company income and loss for income tax purposes.

4.2. Distributions of Distributable Cash.

(a) Except as otherwise provided in Section 4.2(b) (relating to distributions to pay taxes), Section 4.3 (relating to withholding), Section 4.4 (relating to limitations on distributions), or

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MR.625 Section 13.4 (relating to liquidating distributions), Distributable Cash shall be distributed lo the Members as follows:

(i) first, to Stampede in payment of the Stampede Preferred Return until the Stampede Preferred Return Balance has been reduced to zero;

(ii) next, to Stampede in payment of Stampede's Capital Contribution until the Stampede Capital Contribution Balance has been reduced to zero; and

(iii) finally, to the Members according to their Percentage Interests.

The Board of Managers may provide for a record date with respect to distributions.

(b) To the extent the Board of Managers determines that any Member or Assignee has an unfunded tax liability as a result of allocations of Company tax items for any tax year, then, to the extent the Company has funds legally available for the payment of distributions to Members, the Board of Managers shall make a special tax distribution to all such Members and Assignees pro rata according to their relative unfunded tax liabilities in the minimum amount necessary to pay any such unfunded tax liabilities. For this purpose, a Member or Assignee is deemed to have an unfunded tax liability for a tax year to the extent (i) the cumulative amount distributed to the Member or Assignee under Section 4.2(a) and advanced to the Member or Assignee under this Section 4.2(b) (and not previously recovered) from the inception of the Company through the end of the such tax year exceeds (ii) the Member' s or Assignee's tax liability with respect to such Member's or Assignee's cumulative allocable share of Company tax items for all periods from the inception of the Company through the end of such tax year. Unless the Board of Managers determines otherwise, the taxes due for each Member and Assignee shall be calculated by assuming that the Member or Assignee is an individual taxed at the highest tax rate applicable to the type of income involved . .Any such tax distribution shall, to the extent it exceeds the amount the Member or Assignee would otherwise be entitled to receive under Section 4.2(a), be treated as an advance against, and shall be recovered from, amounts subsequently distributable under Section 4.2(a). No interest shall be charged on any such tax distributions, and no Member or Assignee shall be personally liable for the repayment to the Company or the Members of any such tax distribution. The Board of Managers may make special tax distributions during the tax year in accordance with the principles of this Section 4.2(b) to the extent necessary to fund payments by Members and Assignees of estimated tax payments.

4.3. Withholding. The Company shall withhold from distributions, or pay on behalf of a Member or Assignee, all amounts that the Board of Managers determines the Company is required to withhold or pay on behalf of such person (including federal and state income tax withholding). All amounts so withheld from distributions are deemed to have been distributed to the person othenvise entitled to receive the amount so withheld. To the extent an amount is paid by the Company on behalf of a Member or Assignee but not witlilield from a distribution, the amount paid constitutes a Joan to such Member or Assignee. Such loan bears interest at the Index Rate and is repayable 011 demand or, at the election of the Board of Managers, is repayable out of distributions to which such Member or Assignee would otherwise be entitled.

4.4. Limitation on Distributions.

(a) The Company may not make a distribution to a Member or Assignee if it would render the Company insolvent, determined in accordance with Section l 01.206 of the Code. A Member

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MR.626 i . or Assignee who receives a distribution in violation of Section 101.206 of the Code is not required to return the distribution except as required in Section 101.206 of the Code.

(b) The Members shal1 look solely to the assets of the Company for any distributions, including liquidating distl'ibutions. If the assets of the Company remaining after the payment or discharge, or the provision for payment or discharge, of the Company liabilities are insufficient to make any distributions, no Member has any recourse against the separate assets of any other Member.

4.5. No Right to Partition or Distributions in Kind. No Member has any right, and waives any right that it might otherwise have, to cause any Company property to be partitioned and/or distributed in kind. Except as provided in Section 13.4(d) (relating to liquidating distributions), the Company may not make any distributions in kind.

4.6. Recovery of Erroneous Distributions. If the Company has, pursuant to any clear and manifest accounting or similar enor, distributed to any Member an amount in excess of the amount to which the Member is entitled pursuant to this Agreement, the Member shall reimburse the Company to the extent of such excess, without interest, within 30 days after demand by the Company.

ARTICLEV MANAGEMENT; ACTIVITIES OF MANAGERS AND MEMBERS

5.1. Management and Control of Company Business.

(a) Subject to the limitations set forth in this Agreement, the Board of Managers has exclusive authority to manage and conduct the Company,s business. The Board of Managers shall do all things appropriate to carry out the Company's purpose and the transactions contemplated by this Agreement. Except as otherwise provided in this Agreement, all actions that the Board of Managers may take and all determinations that the Board of Managers may make pursuant to this Agreement may be taken and made in the absolute discretion of the Board of Managers. In the event the Board of Managers cannot reach unanimous agreement on any proposed action before them, the disposition of such proposed action shall be determined by a vote of the Members made in accordance with Section 9 .1, and the vote of a Majority-in-Interest in connection with such proposed action shall be determinative as to the Company and binding on the Board of Managers.

(b) Except as provided in Sections 8.5(a) (relating to tax matters), the Members may not take part in the management or control of the Company business or bind the Company in their capacity as Membexs. The Members shall not have the right to vote or otherwise consent or withhold consent to any actions taken by the Board of Managers except with respect to such matters as are expressly stated in this Agreement.

5.2. Resignation, Removal, and Replacement of Managers.

(a) Resignation. Any Manager may resign as a manager of the Company upon notice to all Members, which resignation shall be effective inunediately upon delivery of such notice. A Manager is deemed to have resigned as a manager of the Company effectively immediately upon the following events:

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MR.627 (i) any event specified in Section 153.155(a)(4) or Section 153.155(a)(5) of the Code (relating to bankruptcy or insolvency proceedings with respect to a general partner), applied as if the Manager were a general partner;

(ii) if the Manager is an individual, the Manager's death, the appointment of a guardian or general conservator for the Manager, or a judicial determination that the Manager is incapable of performing the Manager's duties under the Agreement; or

(iii) if the Manager is an entity, the termination of the Manager's existence 01· suspension of the Manager's right to do business.

A resignation pursuant to paragraph (ii) is not a violation of this Section 5.2(a), provided the estate or personal representative or other authorized person provides notice of the deemed resignation within 90 days after the event giving rise to the deemed resignation.

(b) Removal.

(i) Removal for Cause. Any Manager may be removed as manager of the Company upon the affirmative vote of one or more Members owning collectively at least 75% of the Percentage Interests if there is cause for removal as specified in Section 5.2(b)(ii) and the Company has received a written opinion of counsel that:

(A) cause for removal as specified in Section 5.2(b)(ii) exists; and

(B) the removal of the Manager is not prohibited under any loan agreements, contracts, or other applicable legal requirements.

(ii) Definition of Cause. Cause for removal exists only if one or more of the following conditions has occmred:

(A) there has been a change in Control of the Manager;

(B) the Manager has engaged in wrongful conduct described in Section 6.3(a) that adversely and materially affected the Company business or the Members;

(C) except as permitted by this Agreement, the Manage!' has engaged in conduct relating to the Company business that has made it not. reasonably practicable to carry on the Company business with the Manager;

(D) the Manager or an Affiliate of the Manager has been convicted of a felony; or

(E) a final judgment of a court of competent jurisdiction has been entered that the Managees removal is necessary to comply with any requirements, conditions, or guidelines contained in any opinion, directive, order, ruUng, or regulation of any federal or state agency or judicial authority or contained in any federal or state statute; or

(F) the Manager commits a material breach of any provision of this Agreement, which breach is not cured within 30 days of notice thereof.

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MR.628 5.3. Election of Replacement Manager. If the Manager resigns or is removed as the manager of the Company, within 90 days following such resignation or removal a Majority-in-Interest may elect a replacement Manager of the Company effective as of the elate of the former Manager's resignation or removal. The replacement Manager shall file any i·equired amendments to this Agreement to reflect the resignation or removal of the former Manager and the election of the replacement Manager. If the Members fail to elect a replacement Manager within 90 days following the resignation or removal of the former Manager, the Company shall be wound-up according to Article XIII.

5.4. Actions of the Board of Managers.

(a) Except as set forth herein, meetings of the Board of Managers shall be held in any manner allowed by the Act, including by means of conference telephone or similar conununication equipment if each Manager participating in the meeting can hear and be heard by all other Managers participating in the meeting.

(b) For purposes of establishing a quorum at any such meeting of the Board of Managers, it is necessary that all Managers appointed by the Members be present.

(c) Approval by the unanimous vote or written consent of the Managers shall be required to approve any action by the Board of Managers. In the event an action is approved by the Board of Managers, the Managers, individually or collectively, shall be authorized to carry out such action on behalf of the Company.

(d) Any action of the Board of Managers to be taken by written consent must be signed by all of the Managers to be effective.

5.5. Limitations on Board of Managers' Authority. The Board of Managers may not do any of the following acts without the approval of all Members:

(a) knowingly do any act in contravention of this Agreement or, when acting on behalf of the Company, engage in, or cause or permit the Company to engage in, any activity that is not consistent with the purposes of the Company;

(b) except as otherwise provided in this Agreement, knowingly do any act that would make it impossible to carry on the Company business; or

(c) cause the Company to (i) not be taxable as a partnership for federal income tax purposes, or (il) take a position inconsistent with such treatment.

(d) cause the Company to (i) make a general assignment for the benefit of creditors, (ii) file a voluntary bankruptcy petition, or (iii) seek an order for relief or declaration of insolvency in a federal or state bankruptcy or insolvency proceeding;

(e) file a pleading seeking for the Company, or admitting or failing to contest the material allegations of a petition filed by any other person seeking for the Company, a proceeding of the type described by subparagraph (d) immediately above;

(f) except as provided in Article XIII, seek, consent to, or acquiesce in the appointment of a trustee, receiver, or liquidator of the Company or of all or a substantial part of the Company's properties;

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MR.629 (g) cause the Company to issue any Membership Interest or admit any Member other than pursuant to Section 2.8 or Article XI;

(h) cause the Company to acquire any equity or debt securities of any Member or any Affiliate of a Member, or otherwise make loans to any Member or any Affiliate of a Member;

(i) cause the Company to acquire from any person any equity or debt securities or assets of any corporation, limited liability company, partnership, association, business, or business division, whether by stock purchase, asset purchase, contribution, or other business combination (excluding investments and asset acquisitions in the ordinary course of the Company's business and transactions contemplated by this Agreement);

(j) cause the Company to participate in any merger, consolidation, transfer, continuance, or conversion of the Company with or into any other person;

(k) cause the Company to participate in any reorganization in which Membership Interests are exchanged for or conve11ed into cash, securities of any other person, or other property; or

(I) sell or otherwise dispose of all or substantially all of the Company property, except in connection with winding up the Company as permitted in this Agreement.

5.6. Delegation of Authority: Officers.

(a) The Board of Managers may cause the Company to hire such employees and agents as the Board of Managers deems appropriate for the conduct of the Company's business.

(b) The Board of Managers may establish offices and appoint officers of the Company, and may delegate to such officers any of its authority hereunder, as the Board of Managers deems appropriate. The officers may be appointed for such terms and may exercise such powers and authority and perform such duties as determined by the Board of Manager. An officer need not be a Member of the Company. Any two or more offices may be held by the same person. An officer may be removed, with or without cause, at any time by the Board of Managers. Each officer will hold office until his successor is chosen and is qualified in his stead, or until his death, resignation, or removal from office. Any vacancy in an office because of death, resignation, removal, or otherwise may be filled by a person appointed by the Board of Managers. An officer is subject to the same standards of conduct as apply to a Manager as described in Section 5.9.

5.7. Reliance. Persons dealing with the Company may rely conclusively on the authority of the Board of Managers as set forth in this Agreement. Every document executed by any Manager with respect to any business or property of the Company is conclusive evidence in favor of any person relying on the document that (a) at the time of the execution and delivery of the document this Agreement was effective, (b) the document was executed in accordance with this Agreement and is binding on the Company, and (c) the Manager was authorized to execute and deliver the document on behalf of the Company.

5.8. Compensation and Expenses of Members and Managers. Members and Managers are not entitled to any salary, fee, or other remuneration (other than distributions with respect to the Member's Membership Interest) for providing property or services or other consideration to or for the benefit of the Company in their capacity as a Member or Manager, except that each Manager is entitled to

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MR.630 reimbursement from the Company for reasonable out-of-pocket expenses paid or incurred on behalf of the Company, including reasonable charges for services provided by employees of the Manager and overhead expenses. The Company shall pay all out-of-pocket costs incurred in organizing the Company. This Section 5.8 does not limit or enlarge a Manager's or a Member's rights to liability protection or indemnification under Atiicle VI, and does not limit the Company's ability to enter into transactions with Members in their capacities other than as Members in accordance with Section 5.9(iii).

5.9. Standards of Manager and Member Conduct.

(a) In General. The Board of Managers shall manage and conduct the Company~s business in good faith and in a manner the Managers reasonably believe to be in the Company's best interest. A Manager does not violate this Section 5.8(a) unless the Manager engages in conduct described in Section 6.3(a) (relating to improper conduct).

(b) Outside Activities of Manager and Members; Noncompetition Covenants.

(i) Each Manager shall devote to the Company's affairs only suc11 time and resources as the Manager deems necessary for the conduct and winding up of the Company business.

(ii) Except as provided herein, the Managers and Members or their Assignees may engage in or have an interest in other business ventures of every nature and description, independently or with others, including the ownership and operation of businesses similar to or in competition with, directly or indirectly, the Company, and neither the Company nor any Member or Assignee has, solely as a result of such person's interest in the Company, any right to acquire any rights in or to any such other business venture or to the income or profits derived from any such other business venture. A Manager or Member or Assignee has no duty to disclose any such similar or competing business venture to the Company or any Member or Assignee, or to offer to the Company or any Member or Assignee any prior opportunity to acquire an interest in such other business venture.

(iii) Related Party Transactions. Except as otherwise provided in this Agreement, the Board of Managers, when acting on behalf of the Company, may purchase property from, sell propet·ty to, or otherwise deal with any Manager, Member, or Assignee, acting on its own behalf, or any Affiliate of any Manager, Member, or Assignee, but any such transaction shall be on terms that are no less favorable to the Company than if the transaction had been entered into with an independent third party. No provision of this Agreement requires disclosure of any transaction to, and approval of the transaction by, any disinterested governing persons of the Company or the Members as provided in Section l 01.255 of the Code.

ARTICLE VI LIABILITY AND INDEMNIFICATION

6.1. Limitation of Liability. No Membe1· or Manager is liable for any debts, obligations, or liabilities of the Company. Subject to Section 6.3, an Indemnified Person is not liable to the Company or any othe1· lt1demnified Person for any Damages arising from any Proceeding relating to the conduct of the Company's business or relating to any act or omission by the Indemnified Person, including any act or omission constituting negligence, within the scope of the Indemnified Person's authority in the course

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MR.631 of the Company's business, or for any misconduct or negligence on the part of any other person who is an employee or agent of the Company.

6.2. Indemnification by Company. To the fullest extent permitted by applicable law and subject to Section 6.3, the Company indemnifies and holds harmless each Indemnified Person from and against any Damages arising from any Proceeding relating to the conduct of the Company's business or to any act or omission by such Indemnified Person, including any act or omission constituting negligence, within the scope of the Indemnified Person's authority in the course of the Company's business or for any misconduct or negligence on the part of any other person that is an employee or agent of the Company. An Indemnified Person's expenses paid or incurred in defending itself against any Proceeding shaH be reimbursed as paid or incurred. The right to indemnification conferred in this Article VI is not exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of Members, or otherwise.

6.3. Conduct Not Protected.

(a) This Article VI does not operate to limit liability or to indemnify a person to the extent the person is found liable pursuant to a final judgment of a court of competent jurisdiction for:

(i) an act or omission that involves gross negligence, intentional misconduct, or a knowing violation of Jaw;

(ii) a transfer or attempted transfer of aH or a portion of a Membership Interest in a Prohibited Transfer, a Manager's resignation in violation of Section 5.2(a), or a Member ceasing to be a Member in violation of Section 12.1 (a);

(iii) a willful or reckless material breach of this Agreement or any other agreement relating to the Company's business; or

(iv) an act or omission for which indemnification is prohibited by law.

(b) No provision of this Agreement requires the Company to pay or incur any amount for which indemnification is not permitted under this Article VI.

(c) Any payments made to or on behalf of a person who is later determined not to be entitled to such payments shall be repaid by the person to the Company. The Company may require, as a condition to the payment of any amounts pursuant to Section 6.2, that the Indemnified Person provide to the Company (i) a written affumation by the Indemnified Person of the person's good faith belief that the person has met the standard of conduct necessary for indemnification under this Section; and (ii) a written undertaking by or on behalf of the Indemnified Person to repay the amount paid or reimbursed if the person has not met that standard or if indemnification is otherwise prohibited by law.

6.4. Insurance. The Company may maintain insurance to protect any person against any expense, liability, or loss, whether or not the Company would have the power to indemnify such person against such expense, liability, or loss under the Code.

6.5. Smvival. The indemnities provided for in this Agreement survive the transfer of an lndemnified Person's Membership Interest, the termination of the person's status as a Member or other status giving rise to classification as an Indemnified Person, and the termination of this Agreement and the Company.

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MR.632 ARTICLE VII BOOKS AND RECORDS; REPORTS

7 .1. Maintenance of and Access to Books and Records. The Company shall maintain such books and records regarding the Company's business and properties as is reasonable, including all books and records required under the Code. Each Member shall have access thereto during ordinary business hours to the extent and under the conditions provided in the Code.

7.2. Fiscal Year. The Company shall adopt the calendar year as its fiscal year for financial and tax accounting purposes (such fiscal year of the Company being referred to as the "Fiscal Year'}

7.3. Financial and Operating Reports. As soon as practicable after the end of each Fiscal Year, but in any event not later than 90 days after the end of the Fiscal Year, the Board of Managers shall deliver to each Member an annual report containing the following:

(a) a Company balance sheet as of the end of such Fiscal Year, and Company statements of income, cash flows, and changes in Members' equity for such Fiscal Year, each in reasonable detail and prepared according to United States generally accepted accounting principles;

(b) a general description of the Company's activities during such Fiscal Year, including a description of the amount and circumstances of any indemnification payments paid or requested pursuant to Section 6.2, a description of any material insurance claims or recoveries during the fiscal quarter, and a description of any Proceedings involving the Company; and

(c) a statement of changes in the Member's Capital Account (showing the balance in the Member's Capital Account as of the beginning of the Fiscal Year, contributions or distributions during the year, allocations of profits and losses during the year, any other adjustments to the Capital Account balances during the year, and the balance in the Capital Account as of the end of the year).

7.4. Tax Reports.

(a) Not later than the date (including extensions) for filing the Company's tax return with the Internal Revenue Service (Form 1065), the Board of Managers shall deliver to each person who was a Member or Assignee at any time during the period covered by the return all information necessary for the preparation of such person's United States federal income tax returns, including a Form 1065 Schedule K-1 (if applicable).

(b) Upon the written request of any Member or Assignee, the Board of Managers shall deliver to such person information necessary for the preparation of any tax returns that must be filed by such person, including information necessary for estimating and paying estimated taxes.

7.5. Transmission of Communications. Each person who holds a Membership Interest on behalf of, or for the benefit of, another person or persons shall be responsible for conveying any report, notice, or other communication received concerning the Company's affairs to such other person or persons.

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MR.633 ARTICLE VIII TAX MATTERS

8.1. Tax Classification. The Members intend that the Company be classified as a partnership for federal income tax purposes. The Board of Managers shall take all actions reasonably necessary 01' appropriate to ensme the Company is so classified (including the filing of elections or tax returns). No Manager, officer, or Member shall take any action inconsistent with the classification of the Company as a partnership for federal income tax purposes.

8.2. Company Returns. The Board of Managers shall cause the Company to file such tax returns as may be required by law.

8.3 . Tax Elections.

(a) General. Except as otherwise provided in this Agreement, the Board of Managers shall cause the Company to timely make or revoke all elections, and take all tax reporting positions, necessary or desirable for the Company as determined by the Board of Managers. No election shall be made to have the Company excluded from the application of any provision ofSubchapter K of the I.R.C. ol· any equivalent tax provision in any other tax jurisdiction. The Company shall make the election referred to in I.R.C. Section 754 upon the request of any Member in connection with a transfer of the Member's Membership Interest in accordance with this Agreement.

(b) Safe Harbor Election for Compensatory Membership Interests. If Proposed Treasury Regulation 1.83-3(1) is adopted as a temporary or final regulation, the Company shall make the safe hal'bor election described in such regulations, and the Company and each Member (including any person to whom an interest in the Company is transferred in connection with the performance of services) shall comply with a11 requirements of the safe harbor with respect to all Membership Interests transferred in c01mection with the performance of services while the election remains effective. The Board of Managers shall prepare, execute, and file any required documentation to cause the election to be effective. The Board of Managers may terminate the safe harbor election at any time if it determines in good faith that it is in the best interests of the Company and the Members to do so.

8.4. Consistent Reporting. Each Member shall, on the Member's tax returns, treat each partnership item (as defined in I.R.C. Section 6231(a)(3)) in a manner consistent with the treatment of the item on the Company's return in all respects, including the amount, timing, and character of the item. No Member shall file a request for an administrative adjustment of partnership items under I.R.C. Section 6227(a) if such request would cause the Member's treatment of the item to be inconsistent with the treatment of the item on the Company's return.

8.5. Tax Proceedings.

(a) The Manager shall be the Company' s tax matters partner as defined in I.R.C. Section 6231, and shall take such actions as are required to be designated the tax matters partner under applicable Treasury Regulations. The tax matters partner shall represent the Company in connection with all proceedings with any tax authority related to the Company's tax returns and taxes payable, including administrative examinations and appeals and judicial proceedings. Subject to Section 8.5(c), the tax matters partner has the exclusive right to conduct such proceedings and to determine whether the Company (either on its own behalf or on behalf of the Members) will contest or continue to contest adjustments proposed or imposed by any tax authority. The tax matters partner shall keep the Members

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MR.634 informed on a timely basis of all material developments with respect to any such Proceeding. Each Member shall cooperate with the tax matters partner and do or refrain from doing all things reasonably requested by the tax matters partner with respect to the conduct of any Company tax Proceeding.

(b) The tax matters partner may not bind any other Member to a settlement agreement relating to taxes without obtaining the written concurrence of such Member.

(c) Any deficiency for taxes imposed on a Member (including penalties, additions to tax or interest imposed with respect to such taxes) shall be paid by such Member and, if paid or required to be paid by the Company, is recoverable from such Member pursuant to Section 4.3 or by other legal means.

8.6. Information and Documents to Company. Each Member shall timely provide to the Company all information and documents that such Member is required to provide by applicable tax requirements, and shall also provide to the Company upon request such additional information and documents as the Board of Managers may reasonably request in connection with the Company's compliance with applicable tax requirements or filing of any permitted tax elections.

8.7. Survival. This Article VIII shall survive the termination of the Company and the termination of any Member's interest in the Company and remain binding for such period of time as is necessary to resolve all tax mattei·s with applicable taxing authorities.

ARTICLE IX MEETINGS AND VOTING OF MEMBERS

9.1. Meetings.

(a) Meetings of the Members may be called at any time by the Board of Managers, or by ot1e or more Members holding at least 25% of the Percentage Interest held by the Members. Meetings shall be held at the Company's principal place of business or at such other reasonable place set forth in the notice of the meeting.

(b) Any action that may be taken at a Members' meeting may be taken without holding a meeting if Members having at least the minimum Percentage Interest that would be necessary to take the action at a meeting, in which each Member entitled to vote on the action is present and votes, sign a written consent or consents stating the action taken.

(c) Except as otherwise provided in this Agreement, meeting notices and procedmes, including procedures for obtaining written consents in lieu of a meeting, shall be in conformity with Chapters 6 and 101 (H) of the Code. Sections 101.353 through 101.356 of the Code (relating to quorum and minimum voting requirements) shall not apply to the extent such provisions are inconsistent with this Agreement. The Board of Managers is solely responsible for convening and conducting meetings of the Members, conducting the solicitation of consents, determining the validity and effect of responses to any solicitation of consents, and determining other matters regarding meetings, voting, and consents.

( d) Notice of the results of any vote taken at a meeting, or the results of any solicitation of consents in lieu of a meeting, shall be given to the Members not later than with the delivery of the next foHowi.ng report of financial information given pursuant to Section 7.3.

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MR.635 9.2. Voting. A Membel' may vote at a meeting in person, or by a proxy executed in writing by the Member and received by the Board of Managers prior to the time when the votes of Members are to be counted. The provisions of the Code pertaining to the validity and use of proxies by shareholders of a corporation govern the validity and use of proxies given by Members. Only Members of record on the date of the meeting (or if the vote is conducted without a meeting then on the elate of the notice soliciting the Member consents) may vote.

ARTICLEX TRANSFER OF MEMBERSIDP INTERESTS

10.1. Limitation on Transfers.

(a) The term "transfer," when used in this Agreement in reference to a transfer of a Membership Interest, means an assignment (whether voluntarily, involuntarily, or by operation of law and whether or not effective under this Agreement) of all or any portion of a Member's or Assignee's Membership Interest, or any interest therein, to another person, and includes a sale, assignment, conveyance, gift, exchange, abandomnent, or other disposition, a transfer by merger or other business combination, a transfer pursuant to bankruptcy, insolvency, incapacity, divorce, or death, and any pledge, hypothecation, or other encumbrance.

(b) No Member may transfer all or any portion of its Membership Interest unless the transfer is a Permitted Transfer. A transfer of a Membership Interest that is not a Permitted Transfer is a Prohibited Transfer.

l 0.2. Permitted Transfer of Membership Interest.

(a) A transfer of a Membership Interest is a Permitted Transfer only if the transfer satisfies the conditions set forth in Section I 0.4 and is described in one of more of the following paragraphs of this Section:

(i) the transfer is approved by the other Members;

(ii) the transfer occurs in accordance with the procedures set forth in Section

(iii) if the Member is a corporation, the transfer is to a member of the Member's affiliated group (as defined in I.R.C. Section 1504(a));

(iv) if the Member is a trustee of one or more employee benefit plans, the transfer is to a co-trustee or a successor trustee to such plans; or

(v) if the Member is an individual, the transfer is of a conununity property or other interest from the Member's spouse or former spouse to the Member pursuant to the death of the Member's spouse or termination of the marital relationship of the Member and the spouse.

(b) Upon a Permitted Transfer by a Member of all of its Membership Interest, the Member ceases to be a Member as of the effective date of the transfer determined according to Section 10.5.

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MR.636 10.3. Right of First Refusal; Tag-Along Rights; Triggering Events.

(a) In the event a Member desires to sell all or any portion of its Membership Interest to another Person, the selling Member shall first offer to sell such interest to the other Members on the terms on which it is prepared to sell such interest to such Person by sending written notice to each other Member describing the offer and its terms. Additionally, upon receipt of an offer from a third party to purchase all or any po1iion of a Member's interest in the Company, which such Member desires to accept, such Member shall promptly deliver a copy of the third party offet to each other Member. Each other Member will have 15 business days from the date of receipt of notice of the proposed sale of a Member's Membership Interest or the third party offer, as the case may be, to notify the selling Member in writing that such other Member elects to (i) purchase the selling Member's Membership Interest upon the terms and conditions of the proposed sale or third party offer, or (ii) sell in the contemplated transfer, at the same price in the same form of consideration and on the same terms (including if the transfer is made to another Member making an election under clause (i), Membership Interests representing a Percentage Interest in the Company equal to the product of (A) the quotient determined by dividing the Percentage Interest owned by such party by the aggregate Percentage Interests owned by all parties participating in such transfer, and (B) the aggregate Percentage Interests to be sold in the contemplated transfer, as the case may be. If the other Members faiJ to give notification within 15 business days of an election to purchase the selling Member's Membership Interest or participate in the contemplated transfer, then the selling Member shall be permitted, for a period of 90 days, to sell all of its Membership Interest to the third party npon the terms and conditions of the proposed sale or third party offer, as the case may be.

(b) If more than one Member makes an election to purchase the selling Member's Membership Interest under Section 10.3(a)(i), each of the purchasing Members shall purchase a portion of the selling Member's Membership Interest that is proportional to that Member's Percentage Interest.

(c) (i) Upon the occurrence of a Triggering Event with respect to any Member (the "Offering Member"), Company shall have the right but not the obligation to purchase all of the Offering Member's Membership Interest in the Company at the time of the Triggering Event (the "Redemption Option"). Within 60 days after the Company receives written notice of the occurrence of (and date of) the Triggering Event, the Company shall provide written notice of its election of the Redemption Option to the Offering Member or the Offering Member's successor in interest, as applicable (the "Redemption Notice"). Jn the event the Company elects to exercise the Redemption Option, the Company shall purchase, and the Offering Member or the Offering Member's successor interest, as applicable, shall seJJ, all of the Membership Interest owned by the Offering Member at the time of the Triggering Event at a price equal to the Triggering Event Purchase Price.

(ii) A closing (a "Triggering Event Closing") shall be held 60 clays after the later of the date of the Redemption Notice or the date that the Triggering Event Purchase Price has been established.

(iii) At the Triggering Event Closing, the Offering Member or Offering Member's successor in interest, as applicable, shall deliver to the Company an assignment of Membership Interest owned by the Offering Member, duly endorsed for transfor to the Company.

(iv) At the Triggering Event Closing, the Company shall pay the Triggering Event Purchase Price to the Offering Member or the Offering Member's successor in interest, as

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MR.637 applicable, in immediately available funds (by wire, certified or bank cashier's check or other means acceptable) and the parties shall execute such documentation as may be necessary or desirable, as determined by the Company, in the Company's sole discretion, to effectuate the transfer of such Offering Member's or Offering Member successor in interest' s Membership Interest.

10.4. Conditions to Permitted Transfers of Membership Interests. A transfer shall not be a Permitted Transfer unless the Board of Managers determines that a!J of the following conditions are satisfied:

(a) The transfer complies with all applicable laws, including any applicable securities laws.

(b) The transfer will not cause the Company to be treated as other than a partnership for United States federal income tax purposes.

(c) The transfer will not cause the Company to be subject to regulation under the Investtnent Company Act of 1940.

(d) The transfer will not cause any assets of the Company to be deemed "plan assets" under the Employee Retirement Income Security Act of 1974.

(e) The transfer will not result in a termination of the Company under I.R.C. Section 708, unless the Board of Managers determines that such termination will not have an adverse impact on the Members.

(f) The transfer will not cause the application of the tax-exempt use property rules of I.R.C. Sections 168(g)(l)(B) and l 68(h) to the Company 01· its Members, unless the Board of Managers determines that such rules will not have an adverse impact on the Members.

(g) The transferor and transferee have delivered to the Company any documents that the Board of Managers requests to confirm that the transfer satisfies the requirements of this Agreement, to give effect to the transfer, and to confirm the transferee's agreement to be bound by this Agreement as an Assignee.

(h) If requested by the Board of Managers, the Company has received a transfer fee in an amount determined by the Board of Managers to be sufficient to reimburse the Company for the estimated expenses likely to be incurred by the Company in connection with such transfer.

10.5. Effective Date; Distributions.

(a) A Permitted Transfer of a Membership Interest is effective as of the first day of the calendar month following the calendar month during which the Board of Managers receives notice of such transfer (in such form and manner as the Board of Managers may require) unless the Board of Managers determines that the transfer should be effective as of an earlier or later date (for example, on any date the transfer is effective as a matte1· of state law, or where the notice of transfer specifies that the transfer is to be effective on a future date).

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MR.638 (b) Distributions with respect to a transferred Membership Interest that are made before the effective date of the transfer shall be paid to the transferor, and distributions made after such date shall be paid to the Assignee.

(c) Effective as of the effective date of a transfer of a Membership Interest, the Board of Managers shall amend Exhibit A to reflect the reduction in the transferor's Percentage Interest and to reflect the Assignee's Percentage Interest.

(cl) Neither the Company nor the Board of Managers has any liability for making allocations and distributions to the Members determined i11 accordance with this Section 10.5, whether or not the Board of Managers or the Company has knowledge of any transfer of any Membership Interest.

10.6. Transferor's Obligations. The transferor of a Membership Interest who ceases to be a Member continues to be obligated with respect to its Membership Interest or its status as a former Member as provided in the Code and applicable law.

10.7. Assignee's Rights and Obligations. Unless an Assignee becomes a Member pursuant to Article XI, such Assignee shall not be entitled to any of the rights granted to a Member (other than as required by the Code), and shall have no right to participate in the management of the business of the Company or to become a Member, unless the Members specifically approve the admission of such Assignee as a Member or such assignment or transfer is accomplished in accordance with the permissive provisions of this Agreement. An Assignee not admitted as a Member hereunder shall have no membership rights m1d shall not be a Member with regard to the Membership Interests transferred to such Assignee (other than as required by the Code).

10.8. Effect and Consequences of Prohibited Transfer.

(a) Except as otherwise required by law, the Company and the Board of Managers shall treat a Prohibited Transfer as void and shall recognize the transferor as continuing to be the owner of the Membership Interest purported to be transferred. If the Company is required by law to recognize a Prohibited Transfer, the transferee shall be treated as an Assignee with respect to the Membership Interest transferred and may not be treated as a Member with respect to the Membership Interest transferred unless admitted as a Member in accordance with Article XI.

(b) The Company may remove the transferor and Assignee with respect to a Prohibited Transfer as provided in Article XII.

(c) The transferor and transferee with respect to a Prohibited Transfer shall be jointly and severally Hable to the Company for, and shall indemnify and hold the Company harmless against, any expense, liability, or loss incurred by the Company (including reasonable legal fees and expenses) as a result of such transfer, their removal and liquidation of their Membership Interests (if applicable), and the efforts to enforce the indemnity granted in this Section 10.8(c).

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MR.639 ARTICLE XI ADMISSION OF NEW MEMBERS

11.1. Substituted Members. An Assignee of a Membership Interest shall be admitted as a Substituted Member with respect to such Membership Interest on the date on which all of the following conditions are satisfied:

(a) The Board of Managers has approved in writing the admission of the Substih1ted Member.

(b) The Assignee has delivered to the Company any agreements and other documents that the Board of Managers 1'equests to confirm such Assignee as a Member in the Company and such Assignee's agreement to be bound by this Agreement as a Member.

(c) If requested by the Board of Managers, the Company has received an admission fee in an amount determined by the Board of Managers to be sufficient to reimburse the Company for the estimated expenses likely to be incurred by the Company in connection with the admission of the Assignee as a Substituted Membe1•.

11.2. Additional Members. The Board of Managers shall admit a person as an Additional Member upon satisfaction of all of the following conditions.

(a) A Majority~in-Interest has approved the admission of the Additional Member after notice to all Members of (i) the Initial Capital Contribution to be made by the proposed Additional Member, (ii) the effect of the admission on each Member's Percentage Interest, and (iii) other material information relevant to the proposed admission.

(b) The admission of the proposed Additional Member satisfies the applicable conditions of Section 10.4.

(c) The proposed Additional Member has delivered to the Company any agreements and other documents that the Board of Managers requests to confirm the person as a Member in the Company and the person's agreement to be bound by this Agreement as a Member.

11.3. No Required Capital Contributions. A person may be admitted as a Member, including as the sole Member, and may acquire a Membership Interest without making a contribution to the Company or assuming an obligation to make a contribution to the Company.

ARTICLE XII WITHDRAWAL OR REMOVAL OF MEMBERS

12. 1. Withdrawal of Members.

(a) No Member may withdraw from the Company or otherwise cease to be a Member except upon the following events:

(i) a transfer of all of the Member's Membership Interest m a Permitted Transfer; or

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MR.640 (ii) removal of the Member as a Member as provided in Section 12.2 of this Agreement.

(b) A Member shall be deemed to withdrmv from the Company upon the occurrence of an event specified in Section 12.1 (a).

12.2. Removal of Members.

(a) A Member may be removed as a Member by the Board of Managers under the following circumstances:

(i) the Member has transferred or attempted to transfer all or any portion of its Membership Interest in a Prohibited Transfer;

(ii) the Member has materially breached the terms of this Agreement; ; or

(iii) the Board of Managers determines that removal is necessary to comply with any requirements, conditions, or guidelines contained in any opinion, directive, order, ruling, or regulation of any United States federal or state agency or judicial authority or contained in any United States federal or state statute.

(b) If the Board of Managers proposes to remove a Member pursuant to this Section, the Board of Managers shall notify the Member in writing of the proposed removal, and if applicable shall provide such Member a reasonable opportunity to cure the event giving rise to removal. The removal of the Member is effective at such time as determined by the Board of Managers in accordance with applicable law and taking into account the Member's opportunity to cure the event giving rise to removal.

12.3. Status of Former Member. A Member who withdraws or has been removed from the Company or otherwise ceases to be a Member has the status of an Assignee with respect to any Membership Interest held by such former Member. Except as provided in Section I 0.3(c) (relating to optional redemption of a Member's Membership Interest upon the occurrence of a Triggering Event) or Article XIII (relating to winding up and termination), such former Member is not entitled to receive any payments under Section 101.205 of the Code.

ARTICLE XIII WINDING UP AND TERMINATION

13.1. Events Requiring Winding Up. The Company shall commence winding up procedures in accordance with this Agreement and the Code upon the first to occur of the following events:

(a) the Members unanimously vote to wind up and terminate the Company;

(b) a decree by a court requiring the winding up of the Company;

(c) the termination of membership of the last remaining Member; or

(d) the resignation or removal of all Managers if the Members fail to appoint any replacement Manager as provided in Section 5.3.

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MR.641 13.2. Winding Up Procedures.

(a) On the occurrence of an event requiring winding up of the Company, unless there is an action to continue the Company without winding up in accordance with Section 13.3, the Board of Managers (or other Liquidator as provided below) shall, as soon as reasonably practicable, wind up the Company's business and affairs (including disposing of the Companfs assets and applying the proceeds as provided in Section 13.4) and terminate the Company in accordance with this Agreement and the Code. The Company shall cease to carry on its business (except to the extent necessary to wind up its business), collect and sell its property to the extent the property is not to be transferred or distributed in kind, and perform any other act required to wind up its business and affairs.

(b) If the Board of Managers has wrongfully caused the winding up of the Company 01· if there is no Manager, (i) a Majority"in"Interest may vote to elect a person or persons to accomplish the winding up of the Company, or (ii) if the Members fail to elect a person to accomplish winding up the Company, then any Member or Assignee may petition a court to wind up the Company as provided in Section 11.054 of the Code. The person or persons winding up the Company, whether the Board of Managers or an elected or court appointed person or persons, is referred to in this Agreement as the "Liquidator."

(c) The Liquidator may determine the time, manner, and terms of any sale or sales of Company property pursuant to such winding up. The Liquidator (if not the Board of Managers) is entitled to receive reasonable compensation for its services; may exercise all of the powers conferred upon the Board of Managers under this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform hs duties; and with respect to acts taken or omitted while acting in such capacity on behalf of the Company, is entitled to the limitation of liability and indemnification dghts set forth in Article VI.

(d) The Liquidator shall provide quarterly reports to the Members and Assignees during the winding up procedure showing the assets and liabilities of the Company, providing information and documents required by the Members and Assignees to comply with their tax reporting obligations, and such other information as the Liquidator deems appropriate. Within a reasonable time after completing the winding up, the Liquidator shall give each Member and Assignee a final statement setting forth the assets, liabilities, and reserves of the Company as of the date of completion of winding up.

13.3. Continuation Without Winding Up.

(a) If there is a decision to wind up and terminate the Company as described in Section 13. l(a), the Company may be continued as provided in Section 101 .552 of the Code.

(b) If there is a termination of the continued membership of the last remammg Member as described in Section 13.l(c), then priOI' to completion of the winding up process but not later than 90 days after the event of termination, the Board of Managers may continue the Company by admitting one or more Members effective as of the occurrence of the event of termination. Any Assignee whose Percentage Interest would be diminished by reason of the admission of an Additional Member under the circumstances described in this Section must approve the admission of the Additional Member.

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MR.642 13.4. Liquidation of Assets and Application and Distribution of Proceeds.

(a) In General. On winding up the Company, the Liquidator shall dispose of the Company's prope1ties and apply and distribute the proceeds, or transfer the Company prope1ties, in the following order of priority:

(i) to creditors (including Members who are creditors) in accordance with their relative rights and priorities to satisfy the liabilities of the Company, including expenses associated with the winding up and termination of the Company, but excluding any Company liability for any unpaid Mandatory Distributions;

(ii) to Members, Assignees, and former Members to satisfy the Company' s liability for any unpaid Mandatory Distributions; and

(iii) to Members and Assignees as provided in Section 4.2(a).

(b) No Member Deficit Restoration Obligation. No Member is liable to the Company or any other person for the repayment of any deficit in the Member's Capital Account, except as provided in Section 101.206 of the Code.

(c) Reserves. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made pursuant to Section 13.4(a)(ii) and (iii) may be withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and futme expenses, including a reasonable reserve for any claims for indemnification under Article VI and for any future expenses associated with any tax audit or other Proceeding that is pending or may arise.

(d) Payments and Distributions to Members in Kind. The Liquidator may not make any payments or distributions to Members or Assignees pursuant to Section l 3.4(a)Cii) or (iii) other than in cash unless all Members and Assignees receiving the property approve the transfer in kind. The Liquidator shall determine the Fair Market Value of any property transferred to Members or Assignees in kind according to the valuation procedures set forth in Article XIV.

(e) Character of Liquidating Distributions. Except as otherwise required by the I.RC., amounts paid to Members pursuant to this Section 13.4 shall be treated as made in exchange for the interest of the Member in Company property pursuant to I.R.C. Section 736(b)(l), including the interest of such Member in Company goodwill.

I 3.5. Certificate of Termination. The Liquidator shall file a Certificate of Termination of a Domestic Entity on the completion of the winding up of the Company.

13.6. Reinstatement. If the Company is terminated, it may be reinstated in the manner provided in the Code.

ARTICLE XIV VALUATION

14.1. Fair Value of Company Property. The Fair Value of property contributed to the Company by a Member as part of such Member's Initial Capital Contribution is the amount of such Member's Initial Capital Contribution, as set forth on Exhibit A, minus the amount of any cash contributed to the Company as pait of such Member's Initial Capital Contribution. In all other cases, the

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MR.643 Fair Value of an asset as of any date is its fair market value as determined by the Board of Managers in good faith using any reasonable valuation method. If any affected Member does not agree with the valuation set by the Board of Managers, the Fah· Value shall be determined using procedures similar to those set forth in Section 14.2, and the cost of any such determination shall be borne entirely by the affected Member unless the Board of Managers or a Majority-in-Interest of all Members other than the affected Member approves an alternative allocation of such costs.

14.2. Purchase Price of Membership Interest.

(a) For purposes of any redemption of a Membership Interest pursuant to Section 10.3(c), the purchase price shall be the Triggering Event Purchase Price.

(b) If the Offering Member and the Company cmmot cooperatively designate an appraiser within 15 days following the date of the Redemption Notice, then the Offering Member and the Company shall each select an appraiser, and such two (2) appraisers shall select a third appraiser who shall select the appraiser to perform such appraisal. The cost of each appraisal shall be shared equally by the Company and the Offering Member.

14.3. Valuation of Membership Interests. For all purposes of this Agreement other than the valuation of Membership Interests in connection with a Triggering Event, the fair market value of the Membership Interests shall be determined by the Managers pursuant to an independent third party appraisal of the assets of the Company. The Board of Managers shall no Jess than annually cause the assets of the Company to be appraised by an independent third party.

ARTICLE XV GENERAL PROVISIONS

.15.1. Amendments.

(a) In General. Subject to the following exceptions and limitations, this Agreement may be amended ot1ly with the written approval of all Members.

(b) Exceptions and Limitations. The Board of Managers may amend Exhibit A from time to time to reflect the admission and withdrawal of Members, and changes to any Member's Percentage Interest, in accordance with this Agreement. No amendment of Article VI (relating to liability and indemnification) may adversely affect the rights or obligations of any Indemnified Person without the Indemnified Person's prior written approval.

15.2. Notice. Any notice, report, or other communication required or permitted to be made to any person by this Agreement shall be in writing and is deemed given when (a) delivered to the person by hand, (b) the third business day after delivery to the United States Postal Service (or other designated delivery service as defined in I.R.C. Section 7502(f)), postage prepaid, in an envelope properly addressed to the person at the person's address set forth in the Company's records as of the date of delivery, or (c) successfully transmitted by facsimile or electronic message to the person's facsintile phone number or e-mail address (as applicable) set forth in the Company's records as of the date of transmission. Any communication to the Board of Managers or the Company may be delivered to the Company's registered office designated pursuant to Section 2.3.

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MR.644 15.3. Governing Law; Consent to Jurisdiction. This Agreement is governed by and shall be construed under the laws of the State of Texas without regard to legal requirements that would require the application of the law of any other jurisdiction. Any Proceeding arising out of or relating to this Agreement or the Company's activities or properties may be brought in the state courts of Dallas County, Texas or, if it has or can acquire jurisdiction, in the United States District Court located in Dallas County, Texas. Each Member and Assignee irrevocably submits to the exclusive jurisdiction of each such court in any such Prnceeding, waives any objection it may now or he.reafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court and agrees not to bring any such Proceeding in any other court. The Company or any Member or Assignee may file a copy of this Agreement with any court as written evidence of the agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the second sentence of this Section may be served on any party anywhere in the world.

15,4. Waiver. Any failure by a party to insist upon the strict performance of any covenant or condition of this Agl'eement, or to exercise any right or remedy upon a breach of any such covenant or condition, does not constitute waiver of any such covenant or condition or any breach thereof. A party will not be deemed to have waived any right or remedy under this Agreement unless that party has signed a written document to that effect, and any such \Vaiver is applicable only with respect to the specific provision and instance for which it is given.

I 5.5. Entire Agreement. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the agreement between the parties with respect to its subject matter.

15.6. Successors and Assigns. No Member or Assignee may assign any of its rights or delegate any of its obligations under this Agi·eement except as expressly permitted in this Agreement.

15.7. Third-Parties. Other than as provided in Section 5.7 (relating to reliance on authority of the Board of Managers) and Article VI (relating to rights of Indemnified Persons), none of the provisions of this Agreement are for the benefit of or enforceable by any creditors of the Company or other persons not a party to this Agreement, except such benefits as inure to a successor or permitted assign in accordance with Section 15.6.

15.8. Severnbility. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

15.9. Construction. The language in this Agreement is to be constrned according to its fair meaning and is not to be strictly construed for or against any party. Nothing in this Agreement is to be construed as authorizing or requiring any action that is prohibited by the Code or other applicable law, or as prohibiting any action that is required by the Code or other applicable law.

1,5.10. Execution of Agreement. This Agreement may be executed in counterparts, each of which wiJI be deemed to be an original copy of this Agreement, and all of which together constitute one agreement. Any signature to this Agreement evidenced by a facsimile or other electronic transmission of such signature shall be binding on the parties to the same extent as if such signature were an original.

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MR.645 15.11. Fmihel' Assurances. The parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

[This Space Left .B lank IntentionaJiy. Signature Page Follol\'S,]

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MR.646 Executed as of the Effective Date set forth above, by and among the persons signing below.

MEMBERS: CENTURION LOGISTICS LLC (L __.......,_1_-.::_-._ B y:_----:;r:>"-- -----,>7"-----e/t-' --_~_~_

Title;

STAMPEDE ENERGY, LL I

MANAGERS:

STAMPEDE ENERGY, LLC

Title: _·_.._p_,~re'--'~-s-~·~,~eft-""-"'ff/'-·f.____ _ _ _ __

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURION PECOS TERMINALLLC PAGE 30 6211457.4/SP/33032/0101/072115

MR.647 FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURION PECOS TERMINAL LLC

EXHIBIT A MEMBERS' CONTRIBUTIONS AND PERCENTAGE INTERESTS

Effective as of the Effective Date

Initial Capital Initial Percentage MEMBER NAME AND ADDRESS Contribution Interest Centurion Logistics LLC $400.00 40.00% 17950 Preston Road Suite 1080 Dallas, Texas 75252

Stampede Energy, LLC $600.00 60.00% 800 Spring Street Suite 205 Shreveport, Louisiana 71101

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MR.648 FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURION PECOS TERMINAL LLC

APPENDIX A PRINCIPLES OF ALLOCATION

A. I Introduction. This Appendix sets forth principles under which items of income, gain, loss, deduction and credit shall be allocated among the Members. This Appendix also provides for the determination and maintenance of Capital Accounts, generally in accordance with Treasul'y Regulations promulgated under I.R.C. Section 704(b), for purposes of determining such allocations. For purposes of this Appendix, an Assignee shall be treated in the same manner as a Member.

A.2 Definitions. Capitalized terms used in this Appendix have the meanings set forth below or in the Agreement.

"Adjusted Capital Account Deficit" means any deficit balance in a Member's Capital Account as of the end of a taxable year, after giving effect to the following adjustments:

(i) Credit to the Capital Account any amounts the Member is obligated to restore pursuant to the Agreement or is deemed to be obligated to restore pursuant to (a) Treasury Regulations Section 1. 704-1 (b)(2)(ii)(c) (relating to obligations to pay partner promissory notes and other obligations to make contributions to the Company), or (b) the penultimate sentences of Treasury Regulations Sections I.704-2(g)(I) (relating to partnership minimum gain) and l. 704- 2(i)(5) (relating to partner nonrecourse debt minimum gain); and

(ii) Debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1 (b)(2)(ii)(d)(5), and 1.704-1 (b)(2)(ii)(d)(6).

The foregoing definition is intended to comply with Treasury Regulations Section 1.704-1 (b)(2)(ii)(d) and shall be interpreted consistently therewith.

"Capital Account" has the meaning set forth in Section A.3.

"Depreciation" means, for each taxable year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such taxable year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such taxable year, Depreciation is an amount which bears the same ratio to such begitrning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such taxable year bears to such beginning adjusted tax basis. If the adjusted basis for federal income tax purposes of an asset at the beginning of such taxable year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board of Managers.

"Gross Asset Value" means an asset's adjusted basis for federal income tax purposes, except as follows:

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTUIUON PECOS TEHMINAL LLC PAGEA-2 6211467.4/SP/3303210101/072115

MR.649 (i) The initial Gross Asset Value of an asset contributed by a Member to the Company is the gross Fair Value of such asset, as determined by the contributing Member and the Board of Managers and as set forth on Exhibit A

(ii) The Gross Asset Values of Company assets shall be adjusted to equal their respective gross Fair Values (taking LR. C. § 7701 (g) into account), as determined by the Board of Managers, as of the following times: (A) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (B) the distribution by the Company to a Member of more than a de minimis amount of prope1iy as consideration for an interest in the Company; (C) the liquidation of the Company within the meaning of Treasmy Regulations Section 1.704-l(b)(2)(ii)(g); and (D) in connection with the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by a Member acting in a member capacity or in anticipation of being a Member. Adjustments pursuant to clauses (A), (B), and (D) above are required only if the Board of Managers determines that such adjustments are necessary to accurately reflect the relative economic interests of the Members in the Company.

(iii) The Gross Asset Value of a Company asset distributed to a Member shall be adjusted to equal the gross Fair Value (taking I.RC.§ 7701(g) into account) of such asset on the date of distribution as determined by the distributee and fhe Board of Managers.

(iv) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to I.R.C. Section 734(b) or I.R.C. Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section l.704-l(b)(2)(iv)(m). Gross Asset Values shall not be adjusted pursuant to this paragraph (iv) to the extent that an adjustment is t·equired pursuant to paragraph (ii).

If the Gross Asset Value of an asset has b.een determined or adjusted pursuant to subparagraphs (i), (ii), or (iv) of this definition, the asset's Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Profit and Net Loss.

"Net Profit" and ''Net Loss" mean) for each taxable year or other relevant period, an amount equal to the Company's taxable income or loss for such taxable year or other relevant period, determined in accordance with I.RC. Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to I.RC. Section 703(a)(l) shall be included in taxable income or loss), with the following adjustments:

(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Profit or Net Loss shall be added to such taxable income or loss.

(ii) Any expenditures of the Company described in I.RC. Section 705(a)(2)(B) or treated as I.R.C . Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1. 704-1 (b)(2)(iv)(i), and not otherwise taken into account in computing Net Profit or Net Loss, shall be subtracted from such taxable income or loss.

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MR.650 (iii) If the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) or (iii) of the Section A.2 definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or loss from disposition of the asset for purposes of computing Net Profit and Net Loss.

(iv) Gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of (unreduced by any liabilities attributable thereto), notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value.

(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation computed in accordance with the definition of Depreciation in Section A.2.

(vi) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to I.RC. Section 734(b) is required pursuant to Treasury Regulations Section l.704- 1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member's Membership Interest, the amount of such adjustment shaJl be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Profit or Net Loss.

"Nonrecourse Deductions" has the meaning set forth in Treasury Regulations Section 1. 704- 2(b)( 1) and shall be determined according to the provisions of Treasury Regulations Section 1.704-2(c).

'~onrecourse Liability" has the meaning set forth in Treasury Regulations Section 1.704- 2(b)(3).

"Partner Nonrecourse Debt" has the meaning set forth in Treasury Regulations Section I. 704- 2(b)(4).

"Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in Treasury Regulations Section 1.704-2(i)(2) and shall be determined in accordance with Treasury Regulations Section l.704- 2(i)(3).

"Partner Nonrecourse Deductions" has the meaning set forth in Treasury Regulations Section 1.704-2(i)( l) and shall be determined in accordance with Treasury Regulations Section 1. 704-2(i)(2),

"Partnership Minimum Gain" has the meaning set forth in Treasury Regulations Section l.704- 2(b)(2) and shall be determined in accordance with Treasury Regulations Section l .704-2(d).

A.3 Capital Accounts. The Company shall determine and maintain Capital Accounts. ''Capital Account" means an account of each Member determined and maintained throughout the foll term of the Company in accordance with the capital accounting rules of Treasury Regulations Section 1.704-l(b)(2)(iv). Without limiting the generality of the foregoing, the following rules apply:

(a) The Capital Account of each Member shall be credited with (i) an amount equal to such Member's Capital Contributions and the Fair Value of property contributed (if permitted hereunder) to the Company by such Member, (ii) such Member's share of the Company's Net Profit,

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MR.651 ,! and (iii) the amount of any Company liabilities assumed by such Member or that are secured by property distributed to such Member.

(b) The Capital Account of each Member shall be debited by (i) the amount of cash and the Fair Value of property distributed to such Member, (ii) such Member's share of the Company's Net Loss, and (iii) the amount of any liabilities of such Member assumed by the Company or that are secured by any property contributed by such Member to the Company.

(c) Upon the transfer by a Member of all 01· part of an interest in the Company after the Effective Date, the Capital Account of the transferor that is attributable to the transferred interest carries over to the transferee and the Capital Accounts of the Members shall be adjusted to the extent provided in Treasury Regulations Section 1.704-1 (b)(2)(iv)(m).

(d) In determining the amount of any liability for purposes of Sections A.3(a) and A.3(b), I.R.C. Section 752(c) and any other applicable provisions of the I.R.C. and the Treasmy Regulations shall be taken into account.

(e) Except as otherwise required by Treasury Regulations Section 1.704-l(b)(2)(iv), adjustment to Capital Accounts in respect of Company income, gain, loss, deduction, and I.R.C. Section 705(a)(2)(B) expenditures (or items thereof) shall be made with reference to the federal tax treatment of such items (and, in the case of book items, with reference to the federal tax treatment of the corresponding tax items) at the Company level, without regard to any mandatory 01· elective tax treatment of such items at the Member level.

(f) The provisions of this Appendix and of the Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-l(b)(2)(iv), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board of Managers determines that it is prndent to modif)1 the manner in which the Capital Accounts, or any debits or credits thereto (including debits or credits relating to liabilities that are secured by contributions 01· distributed property or that are assumed by the Company or any Member), are computed in order to comply with such Treasury Regulations, the Board of Managers may make such modification if it is not likely to have a material effect on the amounts distributed or to be distributed to any Member pursuant to the Agreement. The Board of Managers shall make any adjustments that are necessary or appropriate (i) to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company's balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-l(b)(2)(iv)(g), and (ii) if unanticipated events (for example, the acquisition by the Company of oil or gas properties) might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-l(b).

(g) The provisions of the proposed Treasury Regulations published on January 22, 2003 (68 Fed. Reg. 2930), as they may subsequently be modified or adopted as temporary or final Treasury Regulations, shall apply with respect to any noncompensatory options issued by the Company.

A.4 Allocations of Net Profit and Net Loss

A.4.1 In General

After giving effect to the special allocations set forth in Sections A.4.2 and A.4.3 hereof, Net Profit and Net Loss (and to the extent necessary, individual items of income, gain, loss, or deduction) for

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MR.652 any period shall be allocated to the Members in such amounts as may be necessary to cause each Member' s Capital Account (as adjusted through the end of such period) to equal, as nearly as possible, the sum (which may be either a positive or negative amount) of (i) the amount such Member would receive if all Company assets on hand at the end of such period were sold for cash at their Gross Asset Values, all Company liabilities were satisfied in cash according to their terms (limited in the case of any Nonrecomse Liability and Partner Nonrecourse Debt to the Gross Asset Value of the property securing such liabilities), all obligations (if any) of Members to contribute additional capital to the Company were satisfied, and any remaining cash was distributed to the Members under Section 4.2 as of the last day of such period, minus (ii) the Member's share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain computed inunediately prior to such deemed sale of assets.

A.4.2 Regulatory Allocations. The following special allocations shall be applied in the order in which they are listed. Such ordering is intended to comply with the ordering rules in Treasury Regulations Section l .704-2U) and shall be applied consistently therewith.

(a) Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section l.704-2(f), anything to the contrary in this Section A.4 notwithstanding, if there is a net decrease in Partnership Minimum Gain during any taxable year, each Member shall be allocated items of income and gain for that taxable year (and, if necessary, subsequent taxable years) equal to that Member's share of the net decrease in Partnership Minimum Gain determined in accordance \'Vith Treasury Regulations Section l.704~2(g)(2). This Section A.4.2(a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section I .704-2(f) and shall be interpreted consistently therewith, including that no chargeback shall be required to the extent the requirements for requesting a waiver described in Treasury Regulations Section 1. 704-2(f)(4) are met or the requirements for any other exception prescribed by or pursuant to Treasury Regulations Section 1. 704-2(t) are met.

(b) Partner Nomecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section l.704-2(i)(4), anything to the contrary in this Section notwithstanding, if there is a net decrease in Paiiner Nonrecourse Debt Minimum Gain during a taxable year, then, in addition to the amounts, if any, allocated pmsuant to paragraph 4.2(a), any Member with a share of that Partner Nonrecourse Debt Minimum Gain (determined in accordance with Treasury Regulations Section l .704-2(i)(5)) as of the beginning of the taxable year shall be allocated items of Company income and gain for that taxable year (and, if necessary, for subsequent taxable years) equal to that Member's share of the net decrease in the Partner Nonrecourse Debt Minimum Gain, determined in accordance with Treasury Regulations Section l.704-2(i)(4). This Section A.4.2(b) is intended to comply with the chargeback of partner nonrecourse debt minimum gain required by Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith, including that no chargeback shall be required to the extent the requirements for any exceptions provided in Treasury Regulation Section 1.704-2(i)(4) are met.

(c) Qualified Income Offset. If any Member unexpectedly receives any adjustment, allocation, or distribution described in Treasury Regulations Sections 1.704-l(b)(2)(ii)(d)(4), (5), or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible. An allocation pursuant to the foregoing sentence shall be made only to the extent that such Member would have an Adjusted Capital Account Deficit aftet· all other allocations provided for in Section A.4 have been tentatively made as if this Section A.4.2(c) were not in this Appendix. This allocation is intended to constitute a "qualified income

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MR.653 offset') within the meaning of Treasury Regulations Section 1.704-1 (b)(2)(ii)(d)(3) and shall be construed in accordance with the requirements thereof.

(d) Gross Income Allocation. If a Member has an Adjusted Capital Account Deficit at the end of any taxable year) each such Member shall be specially allocated items of Company income and gain in the amount of such Adjusted Capital Account Deficit as quickly as possible; provided that an allocation pursuant to this clause shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations prnvided for in this Section A.4 have been made as if this Section A.4.2(d) were not in this Appendix.

(e) Nonrecourse Deductions. Nonrecourse Deductions for any taxable year shall be allocated among the Members in accordance with their Percentage Interests.

(f) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(l).

(g) Basis Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to I.RC. Section 734(b) or I.R.C. Section 743(b) is required under Treasury Regulations Section 1.704-l(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) 01· loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

A.4.3 Curative Allocations. The allocations set forth in Section A.4.2 hereof (the "Regulatory Allocations") are intended to comply with certain requirements of the Treasury Regulations. The Members intend that) to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain) loss, or deduction pursuant to this Section A.4.3. Therefore, any other provisions of this Section A.4 (other than the Regulatory Allocations) notwithstanding, the Board of Managers shall make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner the Board of Managers determines appropriate so that, after such offsetting allocations are made, each Member's Capital Account balance is) to the extent possible) equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section A.4.1. In exercising its discreti011 under this Section A.4.3, the Board of Managers shall take into account future Regulatory Allocations under Sections A.4.2(a) and A.4.2(b) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Sections A.4.2(e) and A.4.2(t).

A.4.4 Other Allocation Rules

(a) Net Profit) Net Loss) and other items shall be allocated to the Members pursuant to this Appendix A as of the last day of each taxable year) and at such times as the Gross Asset Values of Company Property are adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value.

(b) If during any taxable year any Member's Percentage Interest changes) each Member's share of Net Profit, Net Loss, and other items for such taxable year shall be determined

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MR.654 according to their varying interests and I.R.C. Section 706(d), using any conventions permitted by law and selected by the Board of Managers.

(c) For purposes of determining a Member's share of Company "excess nomecourse liabilities" within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Members' shares of Company profits shall be deemed to be in proportion to their respective Percentage Interests.

(d) To the extent permitted by Treasury Regulations Section l.704-2(h)(3), the Board of Managers may treat any distribution of the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt (that would otherwise be allocable to an increase in Partnership Minimum Gain) as a distribution that is not allocable to an increase in Partnership Minimum Gain to the extent the distribution does not cause or increase an Adjusted Capital Account Deficit for any Member.

A.5 Tax Allocations

(a) In General. Except as otherwise provided in this Section A.5, each item of income, gain, loss, and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same maimer as such items are allocated for book purposes under the Agreement and this Appendix.

(b) Contributed or Revalued Property. In accordance with I.R.C. Section 704(c) and the related Treasury Regulations, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Gross Asset Value. If the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value in Section A.2 hereof, subsequent allocations of income, gain, loss, and deductions with respect to such asset shall take account of any variation between the aqjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under I.RC. Section 704(c) and the related Treasury Regulations. Any elections or other decisions relating to allocations pursuant to this Section A.5 shall be made by the Board of Managers in any manner that reasonably reflects the purpose and intention of this Appendix and the Agreement.

(c) Credits. Except as otherwise required by Treasury Regulations Section 1.704- 1(b)(4)(.ii), items of tax credit and tax credit recapture shall be allocated among the Members in accordance with their Percentage Interests.

( d) Effect of Tax Allocations. Allocations pursuant to this Section A.5 are solely for purposes of U.S. federal, state, and local taxes and shall not affect any Member's Capital Account or share of Net Profit, Net Loss, or other items or distributions pursuant to any provision of this Appendix and the Agreement.

FIRST AMENDED ANO RESTATED COMPANY AGREEMENT OF CENTUIUON PECOS TERMINAL LLC 6211457.4/SP/33032/0101107 2115

MR.655 SCHEDULE A CERTIFICATE OF FAIR MARKET VALUE

In accordance with the provisions of the definition of "Triggering Event Purchase Price" set forth in the First Amended and Restated Company Agreement of Centurion Pecos Terminal LLC (the "Company") effective as of November_, 2014, the liquidating value of the Membership Interests (as defined in such company agreement) is as follows :

1 Estimated fair market value of Company assets $ 2 Less: estimated selling expenses $ 3 Less: liabilities $ 4 Less: reserves $ 5 Equals: total distributable proceeds (sum of lines 1 A) $ 6 Less: Stampede Preferred Return Balance $ 7 Less: Stampede Cap ital Contribution Balance $ 8 Equals: residual distribution amount (sum of lines 5 - 7) $ 9 Residual distribution amount per percentage point of Percentage Interest (line 8 + I 00) $ = == = == = =

10 Liquidating Value of Stampede Membership Interest 11 Stampede Preferred Return Balance (line 6) $ - - - - - -- - 12 Stampede Capital Contribution Balance (line 7) $ - - -- - - - - 13 Stampede Percentage Interest (line 9 x 60.00%) $ - - ------ 14 Total (sum of lines 11 - 13) $ ~~=--~~=

15 Liquidating Value of Centurion Membership Interest 16 Centurion Percentage Interest (line 9 x 40.00%)

[This Space Left Blank Intentionally. Signature Page Follows.)

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURION PECOS TEHJ\IJNAL LLC 6211457.4/SP/3303210101/072115

MR.656 IN WITNESS WHEREOF, the Members have executed this Certificate of Fait· Market Value as of the date first written above.

MEMBERS: CENTURION LOGISTICS LLC

By: _ __ ____________

Name: -------------~

Title: -------~-------

By: _ _ __ _ _ _ _ _ _ _ _ __ ~

Title:- -- - - - - - - - - - - --

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURION PECOS TERMINAL LLC 6211457.4/SP/33032/0101/072116

MR.657             ([KLELW³2´

MR.658 This is a legally binding contract, if not understood, consult an attorney.

REAL ESTATE PURCHASE AND SALE CONTRACT

1. PARTIES: This contract ("Contract") is made by and between ZANE KIEHNE, an individual ("SELLER") and MARROCCO VENTURES, LLC, a Texas limited liability company, or its assigns, ("BUYER"). The "Effective Date" of this Contract shall be the date the Escrow Agent, hereinafter defined, acknowledges, in writing, receipt of the Earnest Money Deposit.

2. PROPERTY: Seller agrees to sell to Buyer and Buyer agrees to purchase approximately three hundred (300} acres land located in Reeves Ceunty, Texas as depicted on the site plan attached hereto as Exhibit "A" and incorporated herein by reference (the "Property") which land is included in those certain parcels of land described in the official tax records of Reeves County, Texas as:

a. BLK 00004, Tract 76, AB 5776 BLK 4 SEC 76 H&GNNE/PART, containing approximately 109.580 acres of land; b. BLK 0004, Tract 73, AB 417 BLK 4 SEC 73 H&GN S/2, containing approximately 86.600 acres of land; and c. BLK 4, Tract 73, AB 417 BLK 4 SEC 73 H&GNNW /4, containing approximately 160.000 acres of land. Two (2) tracts consisting of approximately fifty-three (53) acres located within the above-described land as described below will be retained by Seller (collectively, the "Seller Property") and such tracts shall not be part of the Property. The Seller Tracts are described as follows for purposes of this Contract:

(i) South Tract of Seller Property - the southernmost tract of the Seller Tracts consists of approximately thirty-three (33) acres and is located in the southeast corner of the above described land in Section 2(b) containing 86.600 acres. This land contains water wells and a water sales facility.

(ii) North Tract of Seller Property - The northernmost tract of the Seller Tracts consists of approximately twenty (20) acres and is located on the western edge of the above described land in Section 2(c) containing 160.000 acres. This land contains a new irrigation well.

The exact size, acreage and boundary lines of the Property, and a legal description accurately describing the Property, shall be provided through the performance of a survey during and prior to the expiration of the Inspection Period, hereinafter defined. Seller shall cause the survey to be performed in accordance with Section 11 of this Contract at its sole cost and expense. The Property shall be deemed to include: (A) the land; (B) all improvements located thereon, including any buildings, structures, rails, fixtures and any other improvements of every kind and nature in, on, under or about the land, excluding any steel fence posts; (C) all rights, titles and interests of Seller in and to any roads, rights-of-way, strips, or gores of land adjoining the Property and abutting properties; (D} rights of ingress or egress; (E) all tangible personal property and fixtures of any kind owned by Seller and attached to or located on the Property; and (F) to the extent assignable by Seller and to the extent Buyer, in its sole discretion, elects to accept assignment thereof, Seller's rights, warranties, income and benefits under, by and through any and all agreements effecting and relating to the operation of the Property and any business and improvements thereon. The Property shall be deemed to exclude oil, gas and other mineral substances and commercial water rights, as further described in Section 3 below, all of which shall be reserved and described in detail in that certain deed transferring fee simple title of the Property from Seller to Buyer at Closing as described in Section 14 ("Seller's Deed'').

Ziehne/Marrocco Ventures Real Estate Purchase and Sale Contract (Reeves County, Texas)

MR.659 3. RIGHTS AND RESTRICTIONS FOR PARTIES: Seller is a water seller with established business operations and constructed water depots, wells and a sales facility for such business located on the Seller Property described above and depicted on Exhihi! "A~~ to this Contract. Seller shall reserve and describe in the Seller's Deed all of the commercial water rights appurtenant to the surface estate of the Property and shall also reserve and establish such other reasonable and necessary rights, easements and restrictions on the Property in the Seller's Deed, or thereafter as agreed to by Buyer and Seller pursuant to a separate written agreement, which rights, easements and restrictions shall exist solely in relation to and for the purposes of Seller's exercise of commercial water rights and operations of its water sales or farming business (collectively, "Seller Water Rights and Restrictions"), and shall include the following:

a. Water Line Easement - Seller shall have the right to reserve an easement on, over, under and across the Property for the construction, Lnstaltation, repair, maintenance, replacement and removal, including ingress and egress to, one ( l) underground water line for the sole purpose of transporting water between the North Tract and South Tract of the Seller Property, the specifications of which water line, including without limitation the location, size, width and depth, and points of access ("Water Line Specs"}, shall be in compliance with all applicable federal and state laws, ordinances, rules and standards of any governmental agency, including without limitation the Natural Resource Conservation Service practice standards (NRCS) or similar standards as may be required by the United States Department of Agriculture (USDA), and which Water Line Specs, and any future replacement of the water line and future specs, must be approved by Buyer prior to the construction and installation thereof, which approval shall not be unreasonably withheld by Buyer; and which Water Line Easement, Buyer shall have the right to relocate, as may be necessary, prior to installation and for which easement Seller shall have the duty to maintain, perform repairs to, keep clean and at all times safeguard those portions of the Property surrounding such easement;

Seller shall be obligated, at all times during the ownership and exercise of its commercial water rights and use of the water line and the Water Line Easement on the Property, to use, maintain, repair and operate the water line in compliance with any and all applicable federal and state laws, statutes, ordinances, codes, regulations, rules and requirements applicable thereto, and the water being transported thereby, including obtaining any and all pennits as may be necessary and required, and to comply with any rules developed, adopted and promulgated by any ground water conservation district established in or applicable to Reeves County, Texas.

b. Electric Power Line Easement • Seller shall have the right to reserve an easement for access to and use of an existing overhead electric Iine, and the power generated therefrom, located on the Property, the location of which must be approved by Buyer prior to establishing the easement, which approval shall not be unreasonably withheld by Buyer; and which easement Buyer shall have the right to relocate, as may be necessary; and for which easement Seller shall have the duty to maintain, perform repairs to, keep clean and at all times safeguard those portions of the Property surrounding the easement.

c. Road Access Easement - Seller shall have the right to reserve an easement to construct and lay, and thereafter use, maintain, repair and replace, a road for the purposes of providing Seller access to and from certain Seller Property, the location of which casement and road must be approved by Buyer prior to establishing the easement and constructing the road, which approval shall not be unreasonably withheld by Buyer; and which easement Buyer shall have the right to relocate, as may be necessary, prior to the road being constructed; and for which easement Seller shall have the duty to maintain, perfo1m repairs to, keep clean and at all times safeguard those portions of the Property surrounding the easement.

d. Jjuyer Prohibitions - Buyer shall be prohibited from constructing any water depot (s) on the Property for the purpose of engaging in the private sale of water. Buyer shall be prohibited from engaging in the sale of water from the Property to any persons outside of the Property and from transporting water off the Property for the purpose of selling it. Buyer sh:.i.11 be prohibited from competing with Seller in any manner for the private sale of water.

Ziehne/Marrocco Ventures Real Estate Purchase and Sale Contract (Reeves County, Texas) 2

~(MR.660 e. Buyer Rights; Seller Restrictions - Buyer and Buyer's heirs, assigns, successors, partners, tenants and tenant employees. and other users, operators and commercial occupants on the Property (collectively, "Buyer Parties") shall have unrestricted access to and use of water in, on and under the Property for domestic use and use for business operations on the Property free and clear of any claim of Seller or its assigns pursuant to Seller's commercial water rights. Subject to Seller Water Rights and Restrictions, Seller, in exercising its commercial water rights, shall not prohibit, unreasonably restrict or adversely or materially affect, Buyer or Buyer Parties' ability to consume, use, access, drill wells for, and construct facilities to distribute water on the Property. Seller shall include in the Seller's Deed, language in which Seller indemnifies, saves and holds Buyer and Buyer Parties harmless from all claims, demands and causes of action arising out of, in connection with or stemming from Seller's use of the commercial water rights, the water line and Water Line Easement on the Property, and its negligence in connection therewith.

Seller shall deliver a copy of the Seller's Deed t-0 Buyer for Buyeris review and approval, which approval may not be unreasonably withheld, prior to Glosing as set forth in Section 14 of this Contract. The provisfons set forth in this Section 3 shall survjve Closing to the extent any_qf. the foregoing requirements are not expressly set forth in Seller's Deed at Closing.

4. EXCEPTIONS & 1031 EXCHANGE RIGHT: The Property shall be subject to the Permitted Exceptions (as defined in Section l 0 of this Contract), zoning ordinances, federal, state and local laws and other matters of record or as otherwise may be determined during the Review Period and Inspection Period, hereinafter described.

Buyer hereby acknowledges that Seller has the option to qualify the sale of the Property as part of a tax deferred exchange under section I 031 or the Internal Revenue Code. Buyer agrees that Seller may take any actions with regard to this Contract and the sale of the Property as may be reasonably necessary for the sole purpose of and to facilitate the contemplated exchange so long as such actions will not cause or result in: (a) any harm to Buyer's performance of this Contract, (b) the incurrence of any costs and expenses to Buyer, or (c) any delay in Closing or other default under this Contract. Buyer agrees to cooperate with Seller to the extent necessary 'in order for Seller to complete the 103 l exchange.

5. EARNEST MONEY & PURCHASE PRICE: The "Purchase Price" of the Property shall be One Million Five Hundred Thousand and N0/100 Dollars ($1,500,000.00). Within five (5) business days after this Contract is fully executed by both Buyer and Seller, Buyer shall deposit Ten Thousand Dollars and NO/JOO ($10,000.00) (the "Earnest Money Deposit") with Republic Title located at 2626 Howell Street, 10th Floor, Dallas, Texas 75204 ("Title Company'') under the direction of Anne Gross ( 0 Escrow Agent"). In the event the Buyer purchases the Property, the Earnest Money shall be applied towards the Purchase Price. Except as otherwise set forth herein, the Earnest Money shall be refundable to Buyer if the Buyer terminates lhis Contract pursuant to the terms herein.

6. INDEPENDENT CONTRACT CONSIDERATION: Contemporaneously with the final execution and delivery of this Contract, Buyer shall deliver to Seller and Seller hereby acknowledges the receipt of a check in the amount of One Hundred and N0/100 Dollars ($100.00), which amount the parties bargained for and agreed to as consideration for Seller's grant to Buyer of Buyer's exclusive right to purchase the Property pursuant to the terms hereof and for Seller's execution, delivery and performance of this Contract. Such consideration is in addition to and independent of any other consideration or payment provided in this Contract, is non-refundable under any circumstances, and shall be retained by Seller notwithstanding any other provisions of this Contract.

7. CLOSING DATE: Subject to all the provisions of this Contract, the closing of this Contract (the "Closing") shall take place at the offices of the Escrow Agent within thirty (30) days after the expiration of the

Ziehne/Marrocco Ventures Real Estate Purchase and Sale Contract (Reeves County, Texas) 3

MR.661 Inspection Period, which shall in no event occur later than March 15, 2015, unless otherwise agreed to by both Buyer and Seller in writing (the "Closing Date").

Notwithstanding the foregoing, this Contract will automatically terminate if Closing does not occur by 8:00 p.m. Central Standard Time on March 15, 2015; provided however, no such automatic termination will occur where a delay to Closing was not the fault of Buyer or Seller, both parties are diligently performing their obligations to close the purchase transaction contemplated hereunder, the delay to Closing was caused by or the result of an unforeseen event or circumstance over which Buyer or Seller had no influence or control, and in which event Buyer and Seller shall agree in writing to a reasonable extension to the Closing Date.

8. EXISTING FINANCING & LIENS: Unless otherwise provided in this Contract, Seller shall make all payments required on existing mortgages, notes or deeds of trust applicable to the Property until Closing and upon Closing all such debts upon the Property shall be discharged by Seller or from Seller's proceeds and a release of lien executed by the applicable mortgagee, lender or trustee shall be provided and filed of record on or before the Closing of the Property.

Seller shall furnish to Buyer, in a form acceptable to Buyer or to any lender of Buyer, as may be applicable, on the Closing Date an affidavit attesting to the absence, unless otherwise provided for herein, of any financing statements, claims of lien, or potential liens about which Seller is actually aware and further attesting that, to Seller's knowledge, there has been no work performed or improvements constructed on the Property on behalf of Seller or any tenant for which a lien could be filed on the Property for ninety (90) days immediately following the Closing Date. If the Property has had work performed or improvements constructed on it for which a lien may be tiled, Seller shall deliver releases or waivers of any such liens including but not limited to releases or waivers of any applicable mechanic's liens executed by all general contractors, subcontractors, suppliers, and materialmen, in addition to Seller's (and tenants') lien affidavit setting forth the names of all such general contractors, subcontractors, suppliers, and materialmen and further reciting that in fact all bills for work performed on or to the Property or any improvement thereon which could serve as a basis for a mechanic's lien or a claim for damages have been paid or will be paid by the Closing Date.

9. PRORATIONS: Any applicable rents, income and expenses from the Property shall be prorated between Seller and Buyer at Closing. SeJler shall pay, in full, all tax liens, special assessments, and material and/or workman liens against the Property upon the date of Closing, whether or not any such liens or special assessments are payable in installments. Seller shall be responsible for payment of any additional ad valorem taxes assessed against the Property for tax years prior to and including the Closing Date due to change in use of the Property, assuming such change occurred on the Closing Date. At Closing, Buyer shall be entitled to a credit against the Purchase Price in an amount equal to the estimated amount of the rollback taxes for which Seller is responsible. For purposes of the determination of the credit against the Purchase Price, the estimated rollback taxes shall be determined by the tax service providing the tax certificate to the Title Company, or, if applicable, from the taxing districts in which the Property is located. Taxes and any other costs or impositions applicable to the Property shall be prorated through the Closing Date. Taxes shall be prorated based oo the current year's tax with due allowance made for maximum a1lowable amounts of any exemptions, if allowed for said year. If the Closing Date occurs on a date when the current year's taxes are not yet determined or fixed, taxes will be prorated based upon the prior year's taxes. Any tax prorations based on an estimate may at the request of either the Buyer or the Seller be subsequently readjusted upon receipt of a tax bill for the Property on the condition that a statement to that effect by both parties is set forth in the closing statement, or in a written document delivered to the Title Company on or before the Closing Date. These covenants shall not merge with the Deed to be delivered from Seller to Buyer and shall survive the Closing.

10. TITLE INSURANCE: Seller shall deliver and pay for an owner's title insurance policy insuring marketable fee simple title in Buyer in the amount of the Purchase Price as of the time and date of recordation of Seller's General Warranty Deed, subject only to the Permitted Exceptions defined below. Seller shall, as soon as

Ziehne/Marrocco Ventures Real Estate Purchase and Sale Contract (Reeves County, Texas) 4

~I( MR.662 possible and not later than thirty (30) days after the Effective Date of this Contract, cause to be furnished to Buyer a current title commitment to issue the policy (the "Title Commitment"), issued through the Title Company. Buyer shall have thirty (30) days after receipt of the Title Commitment to review such commitment (the "Review Period'') and to notify SeHer fn writing of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters which are set forth in the Title Commitment and to which Buyer does not. object within the Review Period shall be deemed to be permitted exceptions to the status of Seller's title (the "Permitted Exceptions"). With regard to items to which Buyer does object within the Review Period, SeJler shall have thirty (30) days, or such additional time as may be agreed to in writing by Seller and Buyer, to satisfy such objections. All expenses to clear title defects which Seller elects to cure shall be paid by the Seller. If Seller does not cure the objections within the time specified in this Section 10, Buyer will have ten (JO) day to either: (a) terminate this Contract by written notice to Seller and Escrow Age11t, in which event the Earnest Money Deposit shall be promptly delivered directly to Buyer, and neither of the parties hereto shall have any further rights or obligations under this Contract, except for obJigations that expressly survive termination of this Contract; or (b) accept title to the Property and prnceed to Closing upon the terms and cond~tions of this Contract.

11. INSPECTIONS: Within ten (10) days of the Effective Date, and to the extent Seller has any of the following documentation in his possession or may rea~onably obtain it within the ten (10) day period, Seller shall deliver to Buyer any plats, plans, specificatiom, diagrams1 permits, certificates of occupancy, licenses1 contracts, leases, updated rent rolls, all agreements affocting and relating to the operation of the Property and improvements thereon, including all agreements with any governmental authority related to the Property and access to and use of any property adjacent to the Property, most recent survey, environmental reports, soil reports, utilities, utility capacities, all prescriptive rights that have been acquired in, or have commenced to run against the Property or any part thereof and easements or claims of easements that exist on or against the Property or any part thereof which are not reflected on the title documents or survey provided by Seller and any other information or documentation that Buyer may reasonably request from Seller related to the Property and any amendments of the foregoing (the "Inspection Documents'').

Upon Buyer's receipt of the Inspection Documents and continuing for a period of one hundred and l:wenty (120) days thereafter Property (the ''Jnspection Period"), Seller shall grant Buyer reasonable access to the Properly allowing Buyer and its agents to inspect the Prope11y and perform and/or obtain any tests, surveys, studies and assessments, including, but not limited to, a Phase I and Phase 11 Environmental Assessment involving soil and ground water borings and/or excavations as determined necessary by Buyer, at Buyer's sole cost and expense. Buyer agrees to repair any damage to the Property arising from these tests, assessments and inspections.

During the Inspection Period, Seller, at its sole cost and expense, shall cause a surveyor acceptable to Buyerl to perform a survey on the Property which survey shall accurately depict the boundaries of the Property and which surveyor wnl generate a legal description of the Property. The survey and legal description must be completed and delivered to Buyer at least ten (10) business days prior to the expiration of the Inspection Period. The Purchase Price shall be increased or decreased in an amount equal to five thousand and no/l 00 dollars ($5,000.00) pe1• acre based upon the total number of acres included in the Property which is detennined by the survey.

After revjew of the Inspection Documents and Property, during the Inspection -Period, Buyer determines in its sole and absolute discretion that the Property is not suitable for Buyer's intended use, Buyer may elect to terminate this Contract by written notice to Seller and Escrow Agent, in which event the Earnest Money Deposit shall be promptly delivered to Buyer, and neither of the parties hereto shall have any further rights or obligations under this Contract, except for obligations that expressly survive tennination of this Contract. In the absence of a termination notice delivered by Buyer to Seller on or before the expiration of the Inspection Period, the condition for Buyer's inspection of the Property shall be deemed satisfied. Seller acknowledges and agrees that there are numerous material contingencies to Buyer's acquisition of the Property, including, but not limited to, obtaining necessary entity or governmental approvals and permits, access rights, zoning, availability of utilities, and

Zielme/Marrocco Ventures Real Estate Purchase and Sale Contract (Reeves County, Texas) 5

MR.663 Buyer's determination of the economic feasibility and general suitability of the Property for Buyer's proposed use. Seller agrees to reasonably cooperate with Buyer, at no cost or expense to Seller, regarding Buyer's inspection of tbe Property, including, but not limited to, executing any disposal manifests or other documents related to the environmental testing perfoi:med by Buyer.

12. SELLER REPRESENTATIONS & WARRANTIES: Seller makes the following representations which are true and correct as of the date of the Effective Date and shall be true and correct up and to the Closing Date. Unless indicated otherwise herein, the representations contained in this Contract shall survive the Closing and shall inure to the benefit of and be binding upon the heirs, legal representatives, successors and assigns of Seller.

a. Seller possesses the absolute authority to entet· into this Contract and to perform the obligations hereunder from and after the Effective Date. b. Seller is not a foreign person as described in the Foreign Investment in Real Property Tax Act and agrees to deliver a certificate at Closing to that effect which shall contain Seller's tax identification number. c. To Seller's actual knowledge, no fact or condition exists which would result in the termination of current access from the Property t.o any presently existing highways and roads adjoining or abutting the Property. d. Seller owns fee simple title to the Property, free and clear of all liens, delinquent taxes, encumbrances, and restrictions, except for those restrictions appearing of record, and taxes for the year of the Closing Date and encumbrances that will be cleared by the Closing Datei if not otherwise accepted by Buyer pursuant to this Contract. e. To Seller's .actual knowledge, there are no adverse or other parties in possession of the Property, and no person or entity has been granted any license, easement, lease or other right to use any portion of the smface of the Property or any improvement thereon for the purpose of operating a business or storing, drilling, exploring, extracting, mining, excavating, developing, managing, or possessing the Property, or any portion thereof including areas on, over, under, beneath or through the Property for any purpose whatsoever. f. To Seller's actual knowledge, there are no pending or threatened lawsuits, claims, judicial or administrative proceedings, condemnations or .s~milar proceedings affecting any part of, title to, use or condition of the Property for Buyer's intended use or otherwise. g. Seller has no actual knowledge of any condition existing with respect to the Property or any part thereof which violates any Jaw, rule, regulation, ordinance, code, order, decree or ruling of any Governmental Authority, hereinafter defined, having jurisdiction over the Property which remains uncured or unaddressed, including, but not limited to, any restrictions or restrictive covenants relating to use of the Property (co!Jectively, "Legal Requirernents11); Seller has not received notice from any Governmental Authority requiring the correction of any conditions with respect to the Property or any part thereof, by reason of a violation of any Legal Requirement; Seller has not teceived notice of any penqing or contemplated condemnation with respect to the Property or any part thereof. As used herein "Governmental Authority "means the United States of America, tbe State of Texas, Reeves County, Pecos, and any agency, department, commission, board, bureau or instrumentality of any of them. h. Seller has made no commitments to any Governmental Authority, entity or person relating to the Property which would impose an obligation upon Buyer or its successors or asstgns to make any contribution or dedication of money or land or to construct, install or maintain any improvements of a public or private nature on or off the Property as a condition to the development or use of the Property or otherwise.

ZiehnetMarrocco Ventures Real Estate Purchase and Sale Contract (Reeves County, Te.xas)

MR.664 i. To Seller's actual knowledge, Seller nor any other person performing work for or providing services to Seller used, generated, stored or disposed of any hazardous, toxic or dangerous waste, substance or material defined as such under th~ Comprehensive Environmental Response, Compensation Liability Act, as may be amended, or any other federal, state or local law, ordinance, rule or code relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance, or material, in violation of Legal Requirement of a Governmental Authority; j. Seller has not claimed an agricultural use or open space ad valorum tax exemption with respect to the Property, or any portion thereof, which will cause subsequent assessments against the Option Property for prior years due to a change in use or ownership; k. To Seller's actual knowledge, there are no leases on the Property, no pending sales on or any service contracts or agreements relating to the opera1ion, maintenance, or security of the Property under which the Seller is bound and which will survive the Closing. I. Seller is not subject to any commitment, obligation, or agreement, including but not limited to, any right of first refusal or option to purchase, granted to a third party which would or could prevent the Seller from completing the sale of the Property. m. Seller has sole and exclusive possess:on of the Property and Seller will be able to deliver possession of the Property free of all liens on the Closing Date. n. To the extent Seller has knowledge, Seller will disclose all taxes, levies or assessments presently due for public improvements (including, without limitation, for rights of way or utilities) being constructed on or adjacent to the Property for which Seller is responsible.

From and after the Effective Date and during the term of this Contract, Seller will not (i) enter into any contract, deed restriction or other instrument that will affect title to the Property or create an obligation affecting Buyer or the Property subsequent to the Closing; (ii) alter the zoning of the Property; (iii) alter or amend any preliminary or final plat covering any portion of the Property; or (iv) alter any rights obtained by Seller related to the Property or any adjacent property. Seller will (i) operate, maintain and manage the Property in the same manner as it is presently operated and (ii) continue in effect alt insurance coverages.

The obligations of the Buyer to close on the Property are subject to all representations and warranties of the Seller being true and correct as of the Closing Date. Seller shall provide written confirmation at Closing confirming same. Jn the event that any of said conditions are not fulfilled on or as of the Closing Date or not waived by Buyer prior to the Closing Date, and notwithstanding anything to the contrary in this Contract, the Buyer shall have the right to terminate this Contract by written notice to Seller and Escrow Agent, in which event the Earnest Money Deposit shall be promptly delivered directly to Buyer, and neither of the parties hereto shall have any funher rights or obligations under this Contract, except for obligations that expressly survive termination of this Contract.

13. INSURANCE; MAINTENANCE; CASUALTY; CONDEMNATION; CHANGE OF CONDITION: Risk of loss to the Property shall be upon Seller until Closing or transfer of possession, whichever occurs last. Seller agrees to maintain Seller's current fire and extended coverage insurance, if any, on the Property until Closing. Seller shall do ordinary and ne1;essary maintenance, upkeep and repair to the Property through Closing. If, before Closing, all or any part of rhe Property is taken by eminent domain, or if a condemnation proceeding has been filed or is· threatened against the Property or any part thereof, or if all or any part of the Property is destroyed or materially damaged after the Inspection Period, Seller shall promptly provide written notice to Buyer of any such event. Upon notice of such occurrence, Buyer may re-inspect the Property and may, by written notice to Seller within ten (I 0) days after receiving Seller's notice, terminate this Contract. Unless this Contract is so terminated, it shall remain in full force and effect, and Seller shall at Closing assign and

Ziehne/Marrocco Ventures Real Estate Purchase and Sale Contract (Reeves County, Texas) 7

MR.665 transfer to Buyer all of Seller's right, title and interest in and to any awards that may be made for any taking and any insurance proceeds payable on account of casualty. The provisions of this Section l3 shall survive Closing.

14. CLOSING DOCUMENTS & DISBURSEMENT OF PROCEEDS: At the Closing, Buyer, at Buyer,.s sole cost and expense, shall deliver in escrow to the Title Company the following:

a. the Purchase Pdce, less the Earnest Money Deposit applied to the Purchase Price, plus or minus applicable prorations, in immediate, same~day federal funds wired for credit into the Title Company' s escrow account; b. such other documents as Seller may timely and reasonably request prior to the Closing if not set forth in this Contract; c. such other documents the Title Company may reasonably require in the consummation of the purchase transaction.

At the Closing, prior to as may be indicated below, Seller, at Seller's sole cost and expense (unless otherwise indicated below), shall deliver in escrow to the Title Company the following:

(i) such other documents as Buyer may timely and reasonably request prior to the Closing if not set forth in this Contract; (ii) At least seven (7) business days prior to Closing, Seller shall deliver to Buyer the Seller's Deed which shall be a General Warranty Deed conveying the Property to Buyer free and clear of any lien.s or encumbrances, except the Permitted Encumbrances, which shall include the Seller Water Rights and Restrictions, and other easements, restrictions and rights, as may be applicable pursuant to Section 3 of this Contract; which deed Buyer shall review and approve, or otherwise request changes as may be necessary to comply with Section 3 of this Contract; (iii) evidence of existence, organization and authority of Seller and the authority of the person executing documents on behalf of Seller, reasonably satisfactory to Buyer and the Title Company; (iv) an affidavit as to Seller's non-foreign status as permitted by Section 1445(b)(2) of the Internal Revenue Code, as amended; (v) a certificate executed by Seller certifying that Seller's representations and warranties in this Contract remain true and correct at Closing; (vi) Owner's Policy of Title Insurance in the amount of the Purchase Price insuring the Buyer is the owner in fee simple title of the Option Property; and (vii) such other documents or corrective instruments as Buyer may timely and reasonably request prior to Closing if not set forth in this Contract or the Title Company may reasonably require in the consummation of this purchase transaction.

On the Closing Date, Seller and Buyer shall deposit with the Title Company duly executed closing statements consistent with this Contract in the form required by the Title Company. The Tide Company's escrow fee shall be divided equally between and paid by Seller and Buyer. Seller shall deliver possession of the Property to Buyer at the Closing, subject only to the Permitted Encumbrances, hereinafter defined, and other matters of title approved by Buyer. h. Seller shall pay the cost of the owner's title policy and recording corrective instruments. The Buyer shall pay the cost of recording the deed. All other costs of Closing not otherwise described herein shall be allocated to Buyer and Seller as is customary unless otherwise mutually agreed to by Buyer and Seller. No broker commissions wi£1 be paid at Closing or otherwise for the purchase of the Option

Ziehne/Marroc.co Ventures Real Estate Purchase and Sale Contract (Reeves County, Texas)

MR.666 Property. Upon satisfaction or completion of the foregoing conditions and deliveries, and in accordance with written instructions to the Title Company by Buyer and Seller (not inconsistent with this Contract), the Title Company shall immediately record, when applicable, and deliver the documents in this Section 14 to the appropriate parties and make disbursements according to the closing statements executed by Seller and Buyer.

15. DEFAULT AND REMEDIES: Seller or Buyer shall be in default under this Contract. if either fails to comply with any material covenant, agreement or obligation within any time limits required by this Contract. Following default by either Seller or Buyer under this Contract, and upon giving proper notice in accordance with Section 17 below, if required, the parties shall have following remedies:

a. rf Seller defaults, Buyer may (i) specifically enforce this Contract and recover damages suffeted by Buyer as a result of the delay in the acquisition of the Property; or (ii) terminate this Contract by written notice to Seller and Escrow Agent, in which event the Earnest Money Deposit shall be promptly delivered directly to Buyer1 and, at Buyer's option, pursue any remedy and damages available at law or in equity. b. If Buyer defaults, Seller may terminate this Contract by written notice to Buyer and Escl'OW Agent, in which event the Earnest Money Deposit shall be promptly delivered directly to Seller as liquidated damages as Seller's sole and exclusive remedy for such default. Buyer and Seller hereby acknowledge that it would be extremely difficult to ascertain the extent of actual damages caused by Buyer's breach and that the Earnest Money Deposit represents a fair approximation of such actual damages. If, as a result of a default under this Contract, either Seller or Buyer employs an attorney to enforce its righrs, the defaulting party shall, unless prohibited by law~ reimburse the non-defaulting party for all reasonable attorney's fees, court costs and other legal expenses incurred by the non-defaulting party in connection with the default. 16. ENTIRE AGREEMENT AND MANNER OF MODIFICATION: This Contract, and any attachments or- addendum hereto, constitutes the complete agreement of the parties conceming the Property, and supersedes all other agreements. No amendments, modifications or changes to this Contract shall be valid or binding upon the parties unless in writing and executed by all parties.

17. NOTJCES: AU notices required under this Contract shall be deemed to be properly served if reduced to writing and sent by (i)

Notwithstanding the foregoing and in addition to the otlier forms of delivery for notice set forth in this Section 17, all notices required in this Contract may be sent by email to the email address for Buyer and Seller as provided by such parties. Notices sent by email shall be deemed delivered on the date on which the email is sent to the recipient for which the sender of the em.ail has confirmation of delivery of such email to the intended recipient. All notices shall be addressed and emailed to the following addresses:

SELLER: BUYER: ZANEK1EHNE MARROCCO VENTURES, LLC 1501 Mary Attn: Marc Marrocco Pecos, Texas 79772 1875 Laws Street Email: tkay682002@yahoo.com Dallas, Texas 75202 Emai I: mmarrocco@mgretai Ipartners.com

Ziehne/Marrocco Ventures Real Estate Purchase and Sale Contract (Reeves County, Texas)

MR.667 Each party to this Contract shall have the right to change its addresses provided hereunder, or to provide the address of any assignee permitted hereunder, to any other iocation within the continental United States or its email address by giving notice thereof In the manner set forth herein to the other party at least five (5) days' prior to the occurrence of such address chang(!.

18. TIME AND EXACT PERFORMANCE ARE OF THE ESSENCE UNDER THIS CONTRACT. Buyer and Seller hereby agree to perform each and every obligation hereunder in a prompt and timely manner; provided, however3 that if the date for the performance of any action or obligation, or any time period specified hereunder occurs on a Saturday, Sunday or United States bank holiday, then such date or time period shall be extended until the next business day.

19. ADDlTIONAL TERMS:

a. FURTHER ASSURANCES. Buyer and Seller agree to execute and deliver any additional documents and instruments and to perform any additiona: acts necessary and appropriate to perform the terms, provisions and conditions of this Contract and transactions contemplated by this Contract. Seller shall cooperate with Buyer in filing and pursuing governmental approvals and in seeking and making application for zoning, licenses and pennits as detem1ined necessary by Buyer, provided such cooperation is at no cost or expense to Seller. It is understood that Buyer will be expending considerable time, effort and/or money in conducting the foregoing inspections, which shall constitute independent consideration to Seller for removing the Property from the market.

b. ENVIRONMENTAL HAZARDS. In the event undergrnund storage tanks, hazardous substances or hazardous waste, as defined by any federal, st:ue or local statute, law, ordinance, or regulation are discovered on the Property prior to Closing, whether installed, placed or disposed of by Seller or a previous owner, Buyer may elect (i) to terminate this Contract, or (ii) for Buyer to be responsible for any costs and expenses related to the removal of such underground storage tanks, hazardous substances or hazardous waste, including any required remediation or monitoring, in compliance with any federal, state or local environmental regulations (the "Environmental Matters"). In the event Buyer elects to be responsible for the Environmental Matters, Seller agrees to cooperate with Buyer and execute any documents, applications, or permits regarding the Environmental Matters. Seller's agreement to cooperate with Buyer as referenced in this Section 19(b) shall survive Closing.

c. ASSIGNMENT: Buyer may assign this Contract, provided the assignee assumes~ in writing, all obligations and liabilities of Buyer under the Contract. Buyer shall be relieved of any liability hereunder.

d. CHOICE OF LAW. This Option Contract sball be construed under the laws of the State of Texas, without regard to choice-of-law rules for any jurisdiction. Venue is in Reeves County, Texas.

e. COUNTERPARTS. This Contract may be executed in two or more identical counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Seller and I3uyer execute this Contract on the date(s), and at the time(s), indicated below their respective signatures and this Contract shall become effective on the Effective Date as defined on Section l of the Contract.

Ziehne!Marrocco Ventures Real Estate Purchase and Sale Contract ("Reeves County, Texas)

MR.668 SELLER: BUYER:

ZANE KJEHNE, an individual

By:.~~~£2___"_ Date:

ZiehneJMarrocco Ventures Real Estate Purchase and Sale Contract (Reeves County, Texas) 11

MR.669 EXHIBIT "A.,

Site Plan of Property and Proposed E'asement Location for Water Line

(The area outlined below in this Site Plan generally depicts the Property and an easement which shalJ be reserved by deed by Seller; however, the actual boundaries of the Property and actual location of such easement and the boundaries of the Property are subject to change after a survey ls performed on the Property, ;md/or per any agreements entered Into by both Buyer and Seller in accordance with the Contract.)

Exhibit A - Zfohne/Marrocco Ventures Reai Estate Purcl1ase and SaTe Contract tReeves County, Texas)

MR.670             ([KLELW³3´

MR.671 15-004.33 FILEO FOR RECORO DEED OF TRUST REEVES COUIHY, TEXAS AECORDATION REQUESTED BY: Jan 14, 21>15 at 04:09:00 PM P...,... Tt•H Ctptt.I Bcn!O, Nttlenol A.uoclttlcn onic.. commo«1o1 8onlolng 5110 N. c.,,trol Eip,...woy, Sul'lt 150 DoMu, TX 16201 Rm.!RN TO; CRQ Republic Title of Texas, Inc. 2626 Howell St., 10th floor Dallas, TX 752~ SEND TAX HOTICES TO: v ~-T-UC 17150-Aood.Slt. IOIO JAA j C:- 0 Qol!1t ex mu 1w,.:;-;~-'- wcE eeoy£ nus L!E rs FOA AECQRDE!fS u51 QfjLJ L THIS DEED OF TRUST I• dated January 6 , 2015, among Ctn!urlon Pecot Ttrmln.I LLC, whoN eddrtM I• 17950 P1e1ton Rotd, Ste. 1080, Dalles, TX 75252 ("Grtntor'); Texas Capllel Bank, National Anocfatlon, whoM address It Premier Office, Commerclal Banking, 5910 N. Ce-val ~. St'1e 150, Dlllaa, TIC 75206 (l'lllw7ei:i to below 8CllT'llllnea •• "Benefk:lary1; and JOhn Hudgen1, whose eddtHa I• 2000 Mcled ud pr09erty. l~ 'tWith All ~b.eting Of subioql>tntty OfOCltd Ot tUOUtd Wkjlingt. lml)(OY&meM~ and ri,turo1: 8"0 •• oesemontt", nQtlls o! way, 8l'd iippu'18f'lanoes: at walo• and w1111 •toh••· and al olhor flgh11. royallbts, end f>rOlttS rot.aUn.vi to 3 11ie rell propcny. 1nc1Uding without tlmlla11on suc:t'I ~ta as Of'&fllar ma.v havo in •• mln110~. o.1, g41, gootJ\erm11 ano .-ma., m1itC'fs, \~he ' RHI Property') locet&d In Rffvos County, Stele of Texui 8 See Exhlbh 'A", which ls attached to lhls Oeed ol Tru1t and mede •part ol thla Deed ol Tn.111 ••II fl.Illy"' forth 11eretn. Th• Rell Property 01 II• addresa Is commonly known 11 CR 408, P9ol», TX 79772. CROS$-COL\..ATE.RAUZATIOPl tl"I adtU1'°4'\ \0 the. No~. ltlb Ovod o l Tru1' $001.tfDI •• obllgllfont, ddbtt land IJ.iiD1NUar. plus "11eretl theroon, ot etltior Gnmlor or Sorrower 10 C..end&r, or any one or more ol 1hem, •• 'WOii ns eM dalma b'i Lot1di0t egalnSI BOJrow1r end Bntil'llor Of' any on& or moro ol them. wt'l•l~or now o.x.ir.lfng or hCHHflllr arising. whalntu tt•lad Ot uruelatod lo lhO: ~ ol lh• Note, wheltlor YokJnn11y or 01he rw1St, whaltior nue oc !\C» dlire, direct or "1.d1recl, delermtried or uc'dlilt.otrn1oad. ebtOlute or contlnQ•nt. hquld&ted or uotf'luldia!act, whether °' p

-It- 8onowo' or Gr1ntor may be hbte JndWldually or Jo4nt1y with others, wnotnor oo~a.1eo 1t. gUMOl\lor, surety, eccommooallon oarty 01n1rwu. Howeve1, tnl.I OHd ot Tru.st st\1)1 riol soc:u1•. and thci ·1ndeblodnesJ.· lhaM noc lntlUdt. any oblig1llon1 1riling undiH' $.lbcn~Pl•CS E W f of Oiaio1or 342 of Die Tet u Rlanc;e COde, as 411'len0ed. G REVOLVING UllE Of Ct\EOfT. 1'111$ D4od ol Tru.t - - U>e "'ClUdlnv. whho"1 llmll""°" a - 0 IM ol <,.dh, wt.leh o1M1t1• lAndel' 1.0 make ac1vancee 10 BonO!ftt.., long n B~ c~ w l\h •the ..""' of ,._ frfott. Gramer heroby - l y USlgns to Lender (abo Mown aa B•ne4clol'/ In thia Ooed ol Tn;it) dot Or1n1or1 right. 11t1e, end ln1erM1 In""' le al pt-"' °"" rvruro - ol !he P , _ •f>d • • RerO$ boro ll>o f'l"O!M"1)'. In lddAlrol>. Grll>tc< g19nla to ~ • Unll°"" Co!ntne DOCUYENTS, AMO 1HIS DEBI OF TR.UST. Tit!S O€Ell OF TRUST IS GIV£H AHO ACCV'TE> OH TitE ~ nRMS: 0 GAAHTOR"S AS'R£Se(TATIOMS ANO WARRIJfflES. at.,,. - ol ~ (b) o....... a..........,.,,.. '"'' (•) "'° lllb °"" 01 ftvfl ............ II eo..,,...,.. _.. - not IO~.. ""' P-ny. 9 l>u the .... - · · · nghl 1vlhcnty IO,,.,,... lnro lllls °"'1 ol Tl\lfl - tc) ... ~ Ol !fltS Deed ol T111stoo not COii~ wllh. OI .......... OtlalAI - orry o g - .. --·~upon o - 7 "'° "°'" oo M' fnutl tn • viOl.lliorl 01 eny taw, ~. covtt deCree 04' 0tder aDOiAOle to Grant« (cf) - · o n • conlilVng bOsb inlcnnalion abo4'1 llon..,en hl'dll ....,..._, ..., (•) ~MS . - nc o...- Ms~~"""*"' •-lior> \Miki<·-- ol Olll0"""9 10G-llloUIBoi>-f-.V•ill>outfwn~•~lho'"'l1"0 .,,,.....,, OQ11iMtG1-. ~ o dHnl • - 101 Clellcle1'C'f ootom or oowerol Nie. all•• l _ , . . .,,.,,.,..,_.,.,. oo ..,.,,..,,_ ol Wll' 1 . . - , ~"°"· •-,.......,. °'by - IO ot •

P"YlolEHT ....o~ _,.....,..,....,.,,,_., 1Ns0oedolTnr1l. eom.-· ---~10..-a11-. toQlred "Y !hit Ooed ol TN1t • 11 becomes"'"'· Md "''" Ooed ol TNll. find illo Rdalo

vtNOOR"S I.JEN. Tho deol ••-by U\o Nole ls irt port or Iola! paym8J'I ol lllo ~ f>1U ol IM Prwt~Y: IM - lhlS o.td ol Trust and by a veMofs lien on tne Prvperty. wnkh fl e-siwenly rotMncd II' lho 0..0 of lht f"tqptny to Gran'°' ~ ""°"""" lly Do\h This 06.a 01 TN.st does not w1ht1 lh• vendot's Ren, and the two ~sand \he ~hts crealed t>y this tn.-rument lhMI bl c-umulatNI t.MOet m1y etec\ to ~edose ul\Oer allMt of "'• tletW withotJt w.-hrtftO lh.e ol.hef or ~ toree'°5-e uno., bo1n 1'l\e dt6d wnet••n l"• vtf'ldOr's li9n ft 1et.1Jf\OQ is tOCOftlO(afod; k\10 tnts ()Md of Ttult 'PUAPOSE Of LOAM. The Note"' tr.. arnoum or $750,000.oo tepm1n11, lt1 part or 1n whoto. cash or otn.f 11Mnc111 accommodaflons advanced orcommiUDd oy ~' •o Borrower on Janual)l 6, 201s at Grantor'• ,oq~t. o! which Grantor tiertby acMowi.dQes fOCClpt. POSSESSION ANO MAINTENANCE Of THE PAOPl'RTY. - e r and "'*"IOI IOIOt lhll Borrowtt'a Ind 0 11n1ofa possct..., 1no use ol II!• Prejlell)' tll•HllG pomOd lly l~o lollOwtng provlslo,..: PoeH•l1on an~ UH. On.Ill the cxcvrronce otm E'VOl'\t of Oot1u11, 0.IW'\40f may (1) ron\!lil'\ i.:n. PQVA8$10r"t MO C()(\fr01 or rt"8 Property; (2) .....,, oporllltl or "'"'1000 U1<1 l'flll>Cll)'; and (3) ccl\ecl the Aenlo llom U1t9 condition And ptomplty potioml ni. 1~11rs. replncomams, and moinlan1nc4t necessary 10 preserve its valUe. Cott1pll1~ Wllh £nvlronrn6ntal uw1. Gra!ltor reP'ftenls ond werranlt to londar 1hn1 (1) OUrir\O tho portod ol Qrruuora ownership of the Property, lhera hat boef1 no use. generahont rnanulaclure, -storago. tro1trnent, ~aal , rMllO or ltiro1toood ttk>ue ol MY Haurdaus SUb1llf\CO by a"y persoo twQn, e)l~eoc "5 °"' vf\Clef, about 01 trom Ole P1ope,,y; (2) Grat1l0r ha.s no koowl1000 or. OJ IMIO!l lQ bel•O'l8 •f'liH U'lOl'O ha' previouaty ~osoa 10 ltl(f acktlowlodQGd ~ Lendo.r to wrlung, (o) •l'y oreaen CH" W>lo~ a l anv Envkanmon11l la#s, (b) any u.eo, gene1af\on, manulactute, slofag&, ire;tmlH'lt, dls9c>SAI. te..,,o\se o' thtHt.,,.od rolono of •ny Hu11dou1 S\lb5tanoe on, undo•t about or from UHt Propefry by 11.ny p.rlat owners or occ.JPi.l'l.s ot 1ho PtoprfUty, or (c) OIYf actuat or lhtHllf'Od ••ioaoon or Claims at any kiM 11y tJ"f - U>lallng 10 l\ICh l"OltrlN.s, 1eguU,lkw\j and Of'Ok\lncH. kl<:~alng >Milholl\ lltflflatbn .a ErMIOM\ontal la•• GJantol

too lor la~ - My'"""""'°"' ~orlzes l.endef and 11s aoents- \o enter upon the Ptopeny 10 fN.Mt IUCh lntc>edloM and IHl1. It Gt•nfOf"• e-_OO!"H. • UtndOf" me)' ODom opptO!Nla1& lo de!-~ ol 111• P'°"""Y wl\h 11\ls . _ Ol 1"9 Ooed ol Trwl ,,..iy ond w l no1 be ccns1n1ed lo., •• ,. fl'I lftPOll•itly ~ ""' o1 L.ordar lo Gf_,,lalions an

MR.672 OEEO OF TRUST (Continued) Page 2

t.ondc>t ag•ln•I any •l"Cf &SI dalms, tossest C~blliti.s, cLatn10os1 l>O"lltlH, and eicoen:s.a wMch lonott m1)1 o.rocllv ot i~dfrodly .su-'1.11" 01 .wttt' totulling horn • otoach ol thfS section Of uie DMG ot TNt1 or N a conaoquonce ot any UM:, QeMl"allon. manuleckilro, S:'°'110Ct Mc>os.el, fOlel!iG or lhreiitft!ed ,elea.se occuf'MQ prio, •o Gflrt'°(• ownet6hl0 o~ 1n1eroS1 tn 1n1 Propeny, w·n1tti.11 or not the same wu 01 ~ N\io been ~n 10 °'1intor. The p~ ot tnla secllon 01 lh• Oe.a 01 TruM1 lnd110ll\D ""• ~"°" sha'I avrvrve tho payma.-.1 ot "1e ~ M'd ltle aa1111;;~ ~ 1ocooveyainc.e ol th• Men ol 11i11 OMd ot Tn.i•I ano ~not De '° IMomrwty Mei dOf.end, alteo~ by' Lender'I acqulS\boo ol any inleresl in lhe Pro;)effy, whether by fOlodaaut• 0t otMtwlM. °' NUilNnu. Wule. Granioc ~ nol ca.use.. condvcl or pemM1 any nl.#S&nCI& f'IOI' comm11, """"· MJtfOf MIY ·~ ot Of wa.1te on~ to "'" Prope!ly Of .,,, podtOO o!""' Properly. Wilfioul lwn•llnQ U1e gOf'.,oMy ol lho lo&"Y lho r1QM IO•-• ...,, tlmllO<, "*"""" ~ ol _, gH~ - · ctor "'°""· IOI, g<1Ve1 Of IOd< _ , w11h°"t W--. P'lO' wnrlen oon-L TlOs 19$111c1lon WIM nol ~ to righlt .....- _ , , . , . ,....,, I t get ond Ool) "°' oY>nOO 0,. GronlOI and DI •hictl ~ his..,_!.-.., •ntlng - lo GranlO<'s S9'*'g Dl Uril Oood DI l""'t v ~II ol &mp,-0"9,,.nta. Gf'llnlOI ,,._. noc domobh ot retnOle ""f tqtf'ewem.nle ''°'" the Alll ~ wiUtout ~ ~ • •dlen oonSilrlt As • coodlrior1 to the renvwJI or any lrnptcwements.. ~may NqUilte Gr~ 10 meke ltrangOmtnta Nllill.actoty lo Lerde.r to _ _,,, l•111•ov..,,..,lswtt~ l!"P..,.,....on!I ol al least~ VUA 0 lMMliN'• AIQN_ to l..DrOtt ano lenoer'a ~and tlfptffe(llac..Hs may ff't•• l.lrlOf\ lhe Atlf P1op.etty 1I ••~~·to atlcttd tmw. to l•Mon tnlere111 Ind to in~ the Reilll Prcpetty for p.JlpOISel ot OfAnlll:M'a compfil;ltQ •1th IM 1enM ltld condlbons ol V'llt De.a or L TNsl CompM.-.c. wl'th Governmental A9qUnlM:ntl. Graneot 'lihd ~ ~-.Ith •• ..... rxonanc:.s. lfld regulltiof\I, n~ or l'lcwhftet In 111001, ol al-"""""" •ultlo1illes ~to 1111 use 0< ~ ot Ill• p_,.,, 1<1c:~11 wionout lltnftalk>fl, th• Amet ll1d paylll>l4t &ti wms MC:unid by lllls Deed ol 8 Trv11 UpOfl lht N'e or (n)nsfer. wllnoUI Lendet.s prior •1~1.an c.on.sen1, ol al at 1111y p1rt of th• Ro• Property, or ti.ny #'!~res• In lllo FINI Ptoperty~ A ·.sai. Of ttanalor• moans'"• ooni;eyill'\Ce ot Aeaii propany or ahv ,toht, 11110 or lrlfer111 In tne Real Ptooarty: wheth1H IOQDI, oonot;:la.l Of equltablt: whelhor voluntary or 4rwotuntary: whett\er oy outtJotit sa'9. dood. ln1111tmenl NII c:onhact land contru:I. contract lot doed. tc.uetiold inlo.re.t wilh •term greole.r lt'lat'! th.Jee (9) yea.r5, ta~•-oobon con1ru1, o' by H.lt, • Hlgnrnnnf, or 1t1n1ffr o' 111)' btriefl®t lnteresl ln 01 10 any !Ind tro11 holdlng tille to 1he An• Ptot>erty, or by anv other me1hod of conveyance of 11n lnlo1e11 an thD Re.Iii PtQpetty. II any G,.tllor 11 ~ cotpOrau.:tn, p.artnershlp or Umlted ~biUty company. ttan:ofor lll5o lt'!Ch.ld•t-eny ot\11\Qo In ownership ol mota th.an tw 1"ty ~f1Yo PftM"' (25%) ol "'' volfno •loc.". o•""or1r>Jp lrHorastll or •Wnitod Qa.bilitj com.iu1t1)1 ln1oro1t$,•••no bl t>lortilod by Len!Mu lt .woh exore\so Is. prohibited tty federal law or tiy Tous law. case may bo, ot ll>Ch Otanto r. Howo1101, lh1s ooUoo ol\aft not

TAX£$ AHO UENS. Ttle- folfowing Pf'Ot1'6fDrl-S rela,lil"IQ 10 tho ta>.ot Md lions on tt')e Property OIO Plt1 a• ttila OOod al Trutl P•yment. Oran•or &hall pay when G.le (and ;n a.II evonts prior to deNnquency) .ii tawos. apec:IAJ llXH. 1.11u1rn1nll:, d\lrQH {indldng p waler mid HWtr), fines Q '"1poo,e1iol'ts t&Aed oQiktsl or on 1ccoont ot llle Property, IWld ~·pay wt1011 !;lie I.II Clatm• •or wortt dol"O on or lor ICtMtQO$ tendotltd ot rna1on.1lumished 10 rho P·ropony, Gran,or WI m1.ntain 1h1 Ptoperty froe ot .. Mlft9 having priority owt or_.., G 10 tho Interest of L..endet undOf thil OMd ot TNlt, o~cept Jot tl'Wt tiOn of tuH ~ UHlllNH'ltl not due. auiept tor tht Edsllng I~ rolell'9d to be'a.,, and llJ~pl u olherwM pfqYIOed 1" tnlt Oeoc:tol Tl\ltl A}gttl to ContH1. G1an1or may witht\okl lMvment ot at"'! t••· &llOll«'Mltll1 or daltfli In cannocdon wtth • oood faith dispu'8 over tho otit,gellon to poy... lo!l9 .. .....,.,.,... 1'1teml "' '"" P1~ ls not ~-' II • lllrl · - Of ii '""" .. I '""" ol _,,_,,, OflfltOf ct\al wllh;i llneet1 t1s> de)'S a ~r trio 1'8n aMM or, If a fierl tt t;l:od, wltnln llflDCW' (16) Gays altar Gtaf\10r has nouee of tne ~ . ._.,.the dbc:horve ot the Oel!, or H rOQU61od tl'f l.or>Ond or o""' security 0 sa11tltle40e con1ost pqx:eedil>gs. u.. "'-"' a...... - "°""' ....,.r u.,, odditlonal ~ """"'""Y ....,.1y "°"" 9 [-of,.,.....,. Granto< -1.00n domarlcl lumtsh to Lendo< .aust1<10<)' -.CO ot .,.ymen1of111• IUOl o t - o n d t h a l l _ , . .,._........_m-""' o!f"oO!allo-10 ~•• "")'-•wn\101'.U-t<'I ot Ille ta...., _ _ _.,.. 8 ~Prope.ny

N- OI c--. G-..-not°'Y ~ al lout '°ttn (1~) ClllytbOIOAI ""'f wO<" t o - . ,,,,,M_ ore tu-. or MOlOnMo.,. ~IO tllO Ploper1y, II 11ny llny wofk, ..me... ,,,_.....,.,Mn, """~ Of 01- liO lM1dtf edrirM"Ce • .....,.,..,.,. 1&t11IK10fy IO Ltndlr ~t Gtaniof' ..., or>dwlll Per"" cost ol _,~-ts.. PAOt'EllTY OAM~GE IN!IUIWICE. The lollowi

ouch llal>l'lly - ~Ot~Uon. atlO n al'ly CO!l'llltJl'WICe deuJe.., QOOe!DI bt>ooty .,..,,._In whh I ~Id mot!~ cUule 11'1 llYOf' Of Llf'ldOf GtanDf l!hll ll!O S)fOCUte MO m&inll.ll com~ sur:ll-.- amounts asl.trlder may requefl wllll nuS'" OllCI t . - . b1inQ oamecl u ~ AdllOCIV .-.P!Ablo to t.encler, with losses,,,_ - to l..-. GRAHTOft MAY~ THE FBlUIRED INSURANCE WHETIEll Odctl

THl'\OUGM EXISTING POUQes 0WNo ao nobfk!d, 6ntl Grl!lltor will l\ave 11'10 opOon of hJmlshinO OQIJl-i.Jilo?nl ktsuranc:e through any ln$4.;rtK IUUK>f1Jcd to lrll\A,1 tlulk'IMI In Tedi. Grlnlot, upon loquh,1 ol '-""ldclt, w i!f dofiver to Landot from tima to flme lho polk.'les Of cerUfteltH ot Jnaumnco In ro1m n1..f1ctory lo L.tndcr. lnolvd!ng .-;pu1aJloN Iha! tOY9mgos will not be cor'(;:eGed or di'm'"Wlltd without at k!:&11 ton (10) day• ptlOt wrlllon nouce 10 l.ondctf Eac:tt ln,surance. poltty also &f'loll f~ lfl tndOl'M"tnOfll 1)rovldllig lha1 ooverage In fl\Vor al Lendor wl\I not be lmpelrod In 1ny w1v by 1ny aci, om~ or dafault of Grantuld tho F\oQI p,operty be 1oca'Dd irl an erna df1:$J~1lOO by tti• A.dm1n1Jllalot ol t'1e f*tltral ~ M•noocmertl Agaocy .,. • &c>ocli11 tlood har.attl aroa, Granior ag10fK to obtAln Md mofntaln Foc)UBI Aooo 11'\tUCanco. If 1vd~. lor Ilia luA Uf'IP8'd c>rincle>al 1>al1ra of rho loan anQ any prior hens en the PfOpofty SOC\lriog Ult kMln. up 10 tho mutrnum potlcy llmrt1 so\ undof tNt Na\lon.11 Flood •l\1un1nc:e PfOQnarn. oe: as: olt'lo41t0<1, Lontior f1'16y, .u Le~r's .ioctlon. HN:el"lo and .-.taln tho piocieePitll ot ro110,allon JI OranlOf r1 not in defavk ..-. t~ls Oood 01 Trust Atly - - wn"h haVe no1 bMn dla!>u110d wllfll• 180 do'll • H•r tMI< rocoipc .,., w•och IAndl< hU not commlnoa lo th• topalt or restoration oi ihe Pfooel"Y $NA be U50d Jir11 to pray "''I 1rnouN owing lo t..etOet undOr tNt Ot(ICf ol Trull, tflM to pay .accrvocS lnletnst, end me rortta.linde'r. it a.n,;. #Id be apPlild Jo the p~I DOlanct ot ine ~ . if Lende1 nolds Mft/

Com~ With f>Jolng I - l e d - OUo1"Q Ille Poood In ""ieh any~ th• - .,_...,,,. - lndl--- Of'OCIOOt eftor 91ymenr k\ lutl ol lh• •~ . such~ WI be plld to G'an•or as OranlO(• fntorolll may eoQNf. t>llog - - · ohal cot\ltrluto "°"'pbnol witn Ille - ptc:Mllonl. under this OMd of frusL to lhe fA1'ftl ~ wlll'I ..,. ••"1"• '""""'°' r-onl. n ""' - 1n>m IN - OI UU9 DMd OI Ttve1 would CONtdUHI I duPilcallOn OI bOOOrN PllY- on toA. Ille~ In tills Oeod ot f!WI tot dM_. 01 - - Ol>l>I)' only IO lhat porbl>n ot "1• oroc:eOOs not.,.,- to 111<1 - ot Ille E i r ' l l t n g - .

MR.673 DEED OF TRUST (Continued)

Gt.nlor"• R9POd ~ ll".11Jrapca. lJl>Ofl reQOell ol lel\Get, floo#evtr n04 mOtO ttw" oroe a year, Orar\lot w• fuml.srt to t.eodct a report on • .ach ea.1'llng Polll:Y of lnauranco -.:nowlt\9: (1) tne nemo ot 1t'8 lnl1.11or; (2) Ute rit'l-1 \ntuted; (3~ lhe ~mouAl ot 1110 ooticy. (•) the P'optf'IY i'Mu~ld. the tnen CUfft.nl 1e~acement VlkHJ of such property. and tne mlMlf ol d1tormring thll v•lut; lrlCI tS) Lh• .CJ>lflbOn dJift- of th• pofilcy Grant« •hall. uoon reQu-est ot l..ttf1Cfer, ~ Wt lnae()OMGnl appraqr 4'tWacacuy 10 U ndli( 04!&1m\IM 11'1• e.asn vatue r~pla~I cos1 ol me Property

lENDUl'S l!lt,EHDITVRES. II.., action"' ptOC8«lrQ la.ls lo OD.,.., - is""""""""''""' - "'"""lillly """"' ol ti\$ Oood ol T - "'""~-· ~out not -od IO ~ -o\.......... ..... PI\' - - ""f . . . - G!W'll

-Will,__ U..-- OI pay undor 111.. Ooed ol Tf\154 "'"'1Y - ff"'f (btit - lalot""f-ll'>o.l......,.. _ _..,te, not...,.,laldan""' Prq>er1y ardl>lll""Q olcoots re< ir...mo.--Ol'd-lhe "'-1)1. AO - - p o o d b y t...-IOI~ lnlfffSI It ~°"' llle-ooidby ~lo tl'8 v dOlo ol r~ by o..rto.. To Ille - """"°""by~ law, . . , . . , , . _ w •Wbocornt 11*1 ol fle - - at L..-..OJllO\•"~ (A)""~""-~ bO_lo_IJOl.....,.oltnel'lolo"""bO_lmQn9_bO~wUh.., .,........ _,ot:Jl!CD'T'e...,Wriog- ( 1) it>e....,,,ol..,..,.._,_.,_,,, °' (2) tne~"""'oru.e,_; .,, a IC! . . , _ • a - . payrT!IMI wtlocll w;• be O..Owd ~al 1118 NRull L lo.,.,..,,g"""""""' re!aiing to °"""Bllip ot 1111 P,_iy""' •!Nin ol th• DHd ol Trust -odn- WARRANTY: DEnN5E OF nT\..E. Tiie rm.. Glamor w•rrants thet (a) Gra.ntor hGkts good ano, mi!lirlletat>te lilh!J or rteefO to lhO P'°'*')' In Ito~. ' ' " and cSNt or., ~ llnd oncurr.t><.,,... olh., thon "1ose set IOg Mdlon betow 0< In •"1 ride ......,.,_oo41q, t ~1<1 repon. °' l!r!ll t~te C!'lnlon-lnt..Ofol. lnd OClodby. ~ rn connecllortw•lh Grantor f'l&I' "'9 full fiOl'll. pcwer. and authOtlly to exMJ.Jte and dc!'IN., U\b Ooeo of Trust Jo l9f"dlr lhllDlodof TrvtL Ind (b) 1 o.tenM of Tltle. SUblGCl lo Iha Dxa?pti«I in lhe l)alil9raph aboYe. Gnuitor w1m1nt1 and wlll f0te\IW ~.no tho tt!Je to 1he Ptop&ny 1g1Mns1 IM tawNt claam.s of all persons In tho ovonl any -aeuon °' proc:..O.rio is commtflC'Od th•I quNtlotts G,..11tot"1 lilt!• or Iha lnteraat of 1 Trusteo or La~ undof lhts Deed of rruiit, Gra'*W l!lhat oelttnd tl'le 4tcll0n e1 Gran101'• .-.oenso Of&ntof ma1 oe the nQt1\lni81 patty in MJ(h ptOC:OOdWlg out I.ender $1\aH bo entided lo partlclpato 1n lho pn>eeed"'O ono lo be NPl"°'"od In •ho P"'<'-11 by cotJns<< or 3 Lttnc1r's own choice, w\d Gra/tl°" wllJ detivor, Of" c.auff to be aO!Wftr•o. ta Lender soctt Jnt•Nmtn•.s u lot)dtf 'NY rt!QUOtt froff' time to '"'"' to permH 9U<1t partfdpation.. 8 Comp&.nc. Whh Law1. GtentM warrants Ulat the Prop.tty And Gr1,,toN vso o• th• Property oomp1t11 wHll aa e.Al.sttno a~blo law•. ordinanoa•. Md ,~.._lioits or gov•mnie11ta1 euthorltles SMrvhttl of R99re"'"tatk>n• ind W1t1"Mt~t.. All repre'SOf\taUons. wa1fantlel. and agroomnnta modo by Grunt0t kt th~ OeGd ot Trust shaM IUrvl'M the G.llCQJ1iofJ and cittlvefY o f tt1rs Oeed ot TNs\ shflJI be Cl'0'1l!f11.Jling "' nat\lro, ~ tf'\411 ' 01'"ein \n fult rorco Ql'ld effoct Until tud1 """' .. Bo<ns COf!Ci,Ofnln.0 Ei\1511"9 lr90Gbl!tdtl0Sf 1111 a PIO of lt)lt Deoei 01 Ttvrot: EIJ•Uno Ll•ri. "th• hen o t lhls Deed of TnJsl -socurlng tho tndobtodnota 1tia• be 1ubotdln11e to lho tleor1 1ocuritlg payment at an n11tr11g obllg3!ieln wllh An 11ccoonl numbe' ot 748699 to Te"s CaP'tll BaM. Nation.II AMOCl•lkin dotc:nbod aa: Fi*t u lnttNmont numt.t 1• ·00181 In 1he Oe.eO or Trusl R6Cords of Aeave1 C®oty, Tsu Oil StptombOt 30. 20tt. The tdtllng obllg.tlon has• current pMclpaf p bl&lnce of approXJmai.iy st ,S001000:00 and ls In the onginal Pffnc:lpal amoun.1 of S1,aoo,000.00. G11n1or e1tprM1Jy oovenants -and agtMl 10 pay. or Ml to thtt l)a)'mtnt of, tM EJj11lno tnOoblodntH and IO 01ave.N any dtfavlt on such ~obi~. atrJ dotault u,.r ltle G lnslrum.nt1 ev1de~ watt iru:tet>ledM$$, 01 any dafaul under any SOl;'Url)y Clocl.l~tt tor aucn ~IL

p- Ho ~lf'lcat>on. Granter shal nol onier inlo any BQteemenl wl1h lh• ~of ef\y rnoftQO~. dtod ol trust. 01 oChtff' socurj\y avreoment whkh hu priority OW!• thls Died ol Tru.- by whicf1 1ti41 aoreemt"n1 ls n'lod hd, a_" *1dfrd, eakW'ldld, Of 1enewe<1 witf\OUI "11 pl'JOf written cor-"'14. 01 lender Orantor ~ MiNr teQUOSi not accept 9/ft/ l\itvre ldwa.nc. undtt any M.cl\ HCUHf"I ~ wtlhout tho prior WriHen COMO,,. ot l.endof. CO!fDEMMATION, JUDGMENTS AHO AWARDS, The lollo.."'11 -~ 10 C!HldtmNlllon ~'"OS, jUGgme,.1, - ond 0 •~•rd• for lnjury lo the P1coeny ate a ~rt of this Otr«J ol Tnnt: 0 _ , , . _ If~ poxiooo"""- J11 u.e~1>y-ol •ll°""-·-­ ouchprocadrog, b!A 9 w'1! - or cau5e lo DO - IO..,,,_ lllCh ....,,._,'* - - - • m1J1 bo ·~by..,._ l!om '"'1o lo time IO 9 ""'""'"""~...... ~or Nol,,_ tl'e u1enr """""""'by~ ..... d "-"""· '*'-..., ow•lds '°'...,...or dlmage 1o lhe P--1V, ot ""f oan ol lllo Ptopany, and awards pu.....,. to prOOMCJngs '°' -""'"""" ol II'• PYojlofly. To ,,.Mby ~ ._..., 110 1o IA SlC:UlllTY J.Gl!UME/fT: FINAHClllG STATUlENTS. Tiie lclowlng PIOVdoOM IMol"'IJ to WI a- of Trust . . . _..,.,,~·"""' lie. pa" at U\4 0..0 ot TNII ~ur1f1 AgrMment. This ~tbumem sn.I c:onsmu1e a Security logfeomen1 to vie •xJ•"' My or tri• PtOPeftY con11.-1.11es ft.:n.1rn, dtld &eoo.m~o part) \indfK lf'l.e Unikwrn Commorceet COOi as MMnded ltOM time to ""11 t.enotr Jhell hevu dot !he riigtlts ol e Secwrfty lnterHL Upon requMt by ltnder. GraMot" $l'la# tMi.e wt\ale.,or IC'llOfl 11 flQUOl'.0 by L.enoet 10 P9tfKl lll!d COtlilinUO U"'-dlf"5

=: 1~tfty t1kHest in tl'wt Renb •tW Poponal Pl'Opetty. In addition to r900ming thl$ C>oeCI ol fn.ttl ~ lhe 1'9111 PfOC>tltY t tcords, L.f!rnOe.f may. at IJ't'f" ti«'• and wltt'loul IUrltler M.ittloria.Uon trom Grantor, tikl oxecutltd ~untvrp.t"4. copr.. or r'eprOdUOUl>1'1 o• Jtils Ovod of Trusl as '

~~~':9a~~~:1:;w ,?:~~:,:~::;::~;-:C~~o~;:r:::' ,~ 0 t.=':.~~~"·"':,,~=~Jl~~ POtlOnif Proporty nol affl11ed to Iha Ptopeffy tn A NnMt and at a p&ace ntasonrobly convM!tOJit to Gran10t and L.endef and m.aM It avai'lblo u:; 10 lenotf wlihtn th,... (3) O•ys atltu receipt at wrHt1n demand from Ltinoer to tne o~t•nt permfftoa b~ a?Q41cat>tt l•I# Addtt1Mt. The m&il&10 addresses of Gtan'klt (oeator) IM Lcndef (socuf'td p1nVl from whk:h tnlorma~on conc1mf1Q the ucurily inturo1l granted by th!, O.ed or Trusr may bo oblalneo (eao I"'' pO!j• of this

FURTHER ASSURANCES: Al'TORftEY·l~FACT. lhe roUowmg prO'lfsiOnJ 1at1ltng to tufttlor 1ssu,.nc11 and at1omoy·•1 ~f~ct 1ro 11 o•rt of 1hls- O.od or T ru1t furtMr Mtur1"c•1. Al any tlrne1 ato "1C!d. , _ rOfiled,"' as the CMG may be. el such Urnl!S attl In""" olfioM attl placm 45 lonD:Jr rrtJt wem ._iato. 1//1"1- .. IUCl1.,..,,,._, - of lruot. _.,.,ry - _,Jlc4ieo, Sid - oecuriry . - f"""'°'1g ~taren~11•, continuation doQJmenos '"°may, il1the90IO oPr1ta1 of ....,,_,be ,,.._.,,y ""''""'°""' Of-"' lnotNmonts ot rutlher ......,,... Odo< ro Oft....... O. _,,...., porled, """'"""or"""'"""' (1) Bcnls. ..a (2) 1l1G , _ " " " - r y - ""11od by' this Oeed ol Trust on the """""1Y· - " ' " . - - OI ''"""'"• ...,,,.,.,a by' Grnntot. law°' ' - ' - pn:ihobilod by - wllh lho '"""""'referred to ;n lhls it °""""' - "...,._.i.,.,,_Granto(" oo ""f 10 "°"""""' t..mclor ageo:s to the """4

to In lh• . . - n o - " " " · t...-...,, oo., '°' ""'1n""' ot ""' lhlnQs '"'"""" or l/QJl1'9d In

n.lme Gt...... and II - - . Fo" ...... """'°I' ~Gr..- lmM>allll\t _ , . 13.tan..,,._ ~ fol U lltoffWl'..n.fKt the ...,_ or mo)otlg. oxoo.Alr9. dot""""°' fl~no, ~ .a - foc:o<>• - ·'°---"""' ""',,.,.. _,.., ,•., "'° or..-.:i-- l!orta-. """°""""' f:lll'l tno _,_.....,,,O'lOnlll ond - - lllis ~olT_._ _ _ 5'&_ol

MR.674 DE.ED OF TRUST (Continued) Page 4

termlftatfon of 8l'r'I rlNnC.Ang 11atemon' on ' " evidondng Lender's s~y lnlent'JI .,, ttie A•tU Ind lf'lt P01..-..1 P1openv However. A is ogread ln111n. poymenl ol " I l l • . , . _... Of1d perlotm...,. or""'" obOQ111ons nt n04 """''"'" lhit OHd of Trusl ""'"'" Ille llons 11/ld Jn1or11t1 crHted hlllrvmonl Any Ollng ' - rOCl'lirod by "'" ollal i.. polcl by G,,.,,IOf, II permdted by a9f>licat>'e'""· EVENTS OF DEFAULT. &ch ol the tofk>w fig, 11 L1nder'S-option, &t\11 con-1\ru.ut en Ev~ of Ot l1ull undtt tl'lls Dffd of Trutt ,.,,..._,, o.taun.. SorTowe• lalU to maM a,,, pa1f"6nl •r-o,, ou.e unc», ine ~ ~ OM•wh..,, ~et ot G11t11ot tails to compt1 •l.tl't or to petfofm llff'I o&Mt term, ot*o•'*'- ~nc or conoion conu.neo Wt ltlis

fl't OS1«" -orte"*"' b6t...tNtn letlOl!!f and Borrower ot °"""* Compff .... Delsult. fM\He lo comoly wllll "'11 ~· lonn, °""9'1*"'• tnrol U10-19d °""""'"".._ -·°'--In ONd of TNt\ or in any or"'• AcNled Ooo.:me/ll$ or to c;oirgty wtth or to .,.rform tny term. oblg.a~ . cov.nant « c:ondiort conliMied Wt

lflll OHd or Tnis~ !ho N"'4 0< In v 0 a<.,,,_.,..,.....,._,, Ootlll>ll on oe-P.,,_ Falln al G , _ "1lllin the tmo ~by lhio OHd al Trust 10 mau 91'1 pe\'IMfll IOf ,.," 0< .........,.,

a.... to"""""' llN'9 of or lo eflccl-gool #"I loll. 1n F - al~ Penloo. sroM - ,,....., GraNOwer'S '8bili'Y to ,._, ttie ~ °' &orrowet"a petf.omt U'IW ~ ooligt.tb'is ""°" °"' t- Of Gtan\ol"I 1b.'itr to ltlls OHd ol T...., a. 81lf 01 Re!o1od oacu.,,.,,,. f'•lM St•l• m«tt• . Any warnr.nry. represonla1Jon or .sta.toment tNdo Of~ to t...wdH by Borrower or~ or on~ Of °'"""""ob •-no.. 1 DI!- Glwllof'• boNll ..-tills Oood ol Tn'61 Of lt\8 -eel mode or 1 - 0 < - l l l S I O ! ~al_,,,.bme theru,..,1, Is CK,_"V In W'YmAtefill r - 1 .

~Ion. This DMd ol Trwl o• ""Y ol lit• n.t&lod OoaionOf\IS .,.._to .. on Ml ~ O< •I 111'!..,,.

any eoflt let'll ~.,,,110 c.t.we a vaJtd and peff@clec:I saclmC}' trt.terett oi ~) nt Sf'l'Y IJm• and •or l"f reuon, °"" ellttl [.,_,,~ l••u•o ol 1 3 a.th °' ~y. Tho diholUUcm ot GranlO(s (rogltdoA of Wh•\hef tlec:tlon to conlinuo i. m110.). •rty mtmber wnrwsra'l'f'• trom "'• fjm1led 1111.0~ com,p.,,y. Of J.OY olheJ 'errninalie>o oJ BorrQwor'.1 or Orat\tot"s t .11.•I~ at I going bU~H or"" doalh ol M'/ "'*1\ber, the .,IONMICY of 9orrowor or Gramor. tl'le appointment or a reoeive.r lor any pa.ft of Bouowora Of Gr1ntor'1 ptopcw1y. ilflY •Ni~nt for the ben1flt of ~radHors • .any type ol cf~lor wofkou1. or I.he commoncemont 01 any p~ ~r any blnkf\Jplcy or lrllOf\l'Onty "'""-' by ai1 B •OlJ\nsl Borrower or Gra111or. CNdttor or ~lture Proceedings. Commf(lcomont of lorodosuro Of fortelturt p1ocOOC:S.1g1, whothar by Jueloi&I proeeo.wurorGrw>to< to~• ...,.,.,.,, ulsll•o now°' tal'1. "°'-' concemtng .,.., G E.Vonta Alloellng Oilarwnta<. Arif ol !he tl~ ..,.,,.. occurw w•lh _ . , , lo Ol'f Goenn:or of ttny of ll!o , , _ . or ony Guer""'°' - °' ""°"'· or -fe voodily ol. 11a1>1t11y Ol'l'f O..,_,,.y 01 ,,,. ~ - - ~ A""""""' llgo _,..,,Of LMm. - lho _ , a l

in-tr ._._,.., llOOl•llnt lndtlllodfl.., , The paymenl ol 8lt'J lmtailmeP._,.,. ••-.O .. n ot1 0 llgtll lo Cwo II any delalJll, - !hon a dela4Jlt PfOYIT*" io anble. it tr9f l>tt o..rod II Onlntor, o!W LMm. - "'"*' notice to 0 :=-.:=:::.a:.==~~u.:...oo:=~,:i!~.i:::e.:-.,.,:r.:,r=.n:::.i::.~ _ .. _ _ _ .._..-nttoprocl.c:e_......,. ........ ~,,..._,

REMEDIES Oft DEF.WU. ft., e.er!I of~ oc:an ...- '* _ , , _, ~ 0< ~ '""1

on·- RIGllTS AHO OIGOOf Truo\ e.t any - _ _,_"'"""""' ... ~,;gr;ts-·...-: f - ol Ronl..U.o. ElecOiOn by IAMI< to - _,.. °' 10 IOI<• action 10 .,.'1olm en -.ialiOn at G - UNlor M °""' _, rl'nOdy- nol _,.,. pu._ at ony Ofner ._oc1y. - ot TN61, ohor Orwnlcn , _ lo'*"'""· - no4 to .....

1Hec:t L..,._ nQhl to cMd8nt a defaub-"' e"~ tis r~ ~ ~ LenOe, ~ deciare ll'e un?liCI ~al twancl' ol 1he tndlbttdnffs oue end c-y-At*. ~no ovont • It Botrowtf Of' Graniot oe Nqi.llred to ~ f.11Y uf118amea lntere-st. f o - r e. II ~ , . _ ohe - of 30le, T - . , a1 mo roquost ol ....._. r-'Y at.,.- """"°" to tho hoghoSI _ , . 10< - i i 01 °"' IOCa\ion ,..lhln lho - ""'.,...°""""''"""'Ille °""9'0Jot:l bl'""' OO11...., month,"""' noolco of ..te wllhln mo aoun-. - tho Trul5loG «Ito-" hOS IJ*' nollOO of lne on """1n>d by mo T.,... ,.._,., COdo. as l!lo<1 llll'll00ed ""'°lllo,...... 0110:00 AM. °"" ':00 °"" ,,._ ol - ard ol o-.. ~ 10

UCC 1 1 - . Wllh-101ll a< orty pan ol ltle ""'""""'"""""'1Y, ~ - 1 lllvo Ai Iha right• r d - al •-l'l"Y c- - I"" UnW""" c-ciol Codo Rtnt.. As lldd!IJOOOI SOQJrity lo• IJ\o peym.,. or Iha tndob-. GIW\tor ~ attlgns to t.oroet all Aonb ., dollnod In Ille OQl!rilllone eoc"°" ot mis Deed ol Trust. Lando< sllaJI"""" Ille tight al any !Imo. ond ~• illol91 no E"vont ol 0.l•VIJ .,,.P ha.e ooc:uneCONlo taw wltll regard 10...,, en!OfQment Of hs fig~I IO c.ofled 4nCI roccl'10 trio Aenl&~ tn oddlltOn, If lhe PfoPOl'W i. VICll'M, l..ol'Df may "°"' Of ~ UlO PfOperty

=='::;:et!~ 1~~~a11;:: i.:~~n~~~~~O:~cou~~.:":t: 1~0~~=::~O:.;ro,,m:;~~1~ ~~1~ rt>1pe<1 10 1111y °"""poni at '"° ,.,_rty, -Is '° roooNod 411•11 bo •pplloo remol>llllg unpolO t>ol"""" 01 1110 lrdobtfdwtss, In sum otdlr Of rnanoor as t..etyJor -ShaP elect, and "'• re~. II on:y, lhall bo ~ 10 tho ~ or pensona JogaNy ontitkM:I to tho realdiJe.

~":':::: :,:s~=~:.~~a~!:n~~!.::~:!.t~~rr::;31!':!:!:n!!~ra~,o~~~:':f ~·,:;::::.: t\llhctenl doeds 01 corwoy81"8 of toe sfmpio lllkt, 01 ol laSAf eatok:tS. end blH1 of •M and a.uigt1mont.. with covenants of g«itfll w1nanty made.°" Graruof"'ll OIM'latt tn no event shal Trosteci be rwqul:red lo uhJblt. pNMl"lt or cllplay •t eny S\.lctt Ate Ofl'Y o( lhe Property 10 bo solO 11 sud't sakl. Tl'le nusteo rtlA>Jog: $.Id'! Nie .$ho.II tWclve tl'te ptOC:eod6 of 111e w)t and tlial apply tlie f.AIT'll u P'OV'ded be-low. Payment ot the purt:fu1so price. to Tru!ilee. shall ntlsty 1110 1 .1~cy of tho purchase, 11 any t\ld'I Ale o l ttto P1operty, Ind IUd'I ~rJon 5'id l"IOI bD ~ 10 ~alter the 1ppllc.adon of the~ Appok'tt Atcitt\w. lMldlf w• f\IYe the l'ig,f'll 10 l'\ava a teecNet ~led to i:lk• pououlon of al or 1ny p.111 ol the Pf'OC)trty, wfth Ille Power to t1rotect arld pr651f'Ve the PToperty. to oper•kl IM. PfOC)lrty pttcldlnQ lorcdolurl Of ..... anG io collect the Aonts lrOtft tn.e PIOP6fl'f abd a(:lflli; h prooeeds, OYff W'4 1.bovc the cos\ of "'' rfree1V~1 ap.11111 tne I~ Thit ~er tnaY .wNf! •~ut bOr,c:t U ~rmit,ted b)' la,.i. Lc.noof.- OOf\t 10 the •PC>Ointment o• a rec;elvlM' 1"811 txilt w'111ti•r Of not lh4' ltOPA!iMI ~ ot lM Pl'Dpln)' t>Cffdl IM ~itOl«t'len by 1 substanlS&I atl'ount. ~by '""'1de, tl'tal nol oltoua!dy a Ptrton lrOM MfW)Q u a ~r. Ton_, •I !Hlfltr-. rl GraNOr · - . , - of Iha,,,_.,, alle< Ille f'rop>ny lo"'*' .. ,,,_ - "'....,,___,.,

MR.675 DEED OF TRUST (Continued) Page 5

tioooomn en11Uid to poues5k>n ot the PropeM)' upon dol1Ul1 of 80tmwor or Graf'llOf1 Glanlot .,..,. bocori"I• • 1.1t1ant et wUeranee of Lenct9t °'Illeth•P.-11y OOteh&Hr oJ lh• Prooeoy and 9hall. at leN1et'' 0option oilhor ( i) pa~ a reMOnabiti rtnlll •of the MM of the prooerry (2~ v~cei.e lfllmtdlllely ._. ,,,. ~ ol Ll!ldef. 1 (31 11 sue!> - I s " ' " " to,,.,,_,_......., ol "1• P""""1)' upon demand. 0< the Qutd\atet l1\al be 9fl"3ocl to in.Stlh.1te and malntel\ tne stJh,.1'lory actton ot tOt"t.olf tf"lty 9fld oota.n.r arQ ptoic:;u,. 1 wrtt ot oossess'°" thl'fOUl'ldef". Ind Grantor Gxc>tCSSJy -.ahoes all dam.apes s:us~ by reuon tNtt60f, ~ ~ Tru5W• Of Lender .sl'laJ M .... t).f"IY OWiet ~· ()( ~~ prcwfdtd H1 -lly '"ts °""of Tnnl Of the Noto Of av. . . . al - - CH ....

Solo of tho P.O....,. To lhe e'1enl permiQOO Of ~ law, lloovwer - - M..oy W.,..J .,.., Ind II tights 10 - Ille Ptapcn, ""',,,_ In •••""""O Its llgillS""" - .. 1110 T""'lff 0< l.enOo< .,... be 10 Pt-11y '-"""' ot -1a1ely. in one &ate"' by ..,,.. . . . - , I.order_, bo . - 10 Iiipel1y. fl\tlloo ""'Y - a l « Ol'Y ""It ol "'9 P r - IO I... ~ti - for C&lh w;tt. o - · Wltt•ng ~of..., laclS lo Ille ollec111111 _ , l\Cli• p._;.,.,,, ,,,,_. _ .-. .,o1.,,,. wH In r.c1 p1n -

f&elS, ancl 11 _ . _ ..... aod r - r-.ary to loo -.111My .. ond J U l - I J of Joc:1 Ooodot T""'I ruc:h - ..... -bo.,,,..,.. bo - lo - - - ,_ - or In..., - - to.,. ol U.. bull! ol sucll Any L - ..-an. powet> arlWOd b\' "'4s Oe9C Of TNSI Jd1d 0o a potPOlull bor ogllNI GWllO<. G<0n..... heirs - asofllnl - llgal reprnef\t«liYH '-'ooeeoa. Trust• str•• pay lh• Pfoc:eods ot..,., wle ot tn• PtOCMt"Y (jl') ,.,.. 10 i'te ~ ot lotec~tt. inc\HJng tNaOnable • • or c:11a1QOS poild to lllo TN11tance, It any, to Granfor. 1 be -o Allomey1' - . - u ~ 11\SlilVll!a ony 1 - ~"" °"'"""' ""' 3 dorTw1d Ind thall boor lnlOtest al "'8 NalG """ ~om lhe - ol the o_..t11n un1U repel4 ~ ""'""9d by this""'""""' lnctuae, wHno"1 llmltlllon, howaYet s' Ai11e>ma1ic s>ay 0t lnJunctloli), -15. Md MY an1- - · oblalning lllle repcw1a (jndudlng lcOOtohJrg Md appnde<'ll - actuJll disllu"8monl5 1"'11 l.ondl!r """"""81'1Jy locum In ..,.U111.ocn t o r -10. by l• w In attomop'

POW£AS ANO 08UGATI0..S o~ TRUS1"E.C The tollowing t)(OV15'otl• '~•lino IO 1.iio powers •net ~lg1uont ol T11.1110. era P•l1 ot lhft Deed or TNSI'

== p Pcn..r• ol Ttu..C..~ In addition (o aal powe1s or TNStoo ar!SVlg as • mat~O' or I.aw. Tn,i:lloe ~ t\fva the power ~o ttU the follo wing •abnt wllh tospeet to the Ptopelt)' upon lhe written reqUfl.l of ltndtf and Orantor: (a) ~ lt1 prep1tlng Md fll"'O 1 m11p or p'8.J of tti•

=~==;!,:,~~~!otnoc:c1.J:::,:;' s~:,tt,:~~~= : ~::,:,,:~~,:~.~~~~I~ C~P ;:r_t•:::;,-;.:1:;e~7':1~ 1 G Oaod Of T/Ult ObUp\tooe ta Holtfy. TN5lH ~(lot be Cbllga.ted to no6ty a!!)' oU•er l~t of lhcl P1optf1y of lt!o eotf\moncement of a tor~tRO ~ Dt' of ttie oommenceml'nl oi 1'1'('( ()th.Of action co whtch Landlt m11y aVIJI Klett *' • ,...,,ed)I, ex-~ 10 the o•tonl requ1qid o~ ~law°' llf l'irrtl•n-"'11. .,.,,....... ~ '94d4Qn 10 1t'le rights and remedies s.et fonh abo'le. wl1h rnooc1 to al or any p1.11 at tn1 Propttty. tne TM'" Sh., n.ve 1he tivnt lo l«ectoH llt notice Ind salo, llld \.er1de1SMl11a\o Ml •'1enl p!O\llded by-ble law. 1 5"1M11111tt TNa'"- loncko.f• .at Lendn gpdon. from Wne 10 Mme. .a more W.11 once, m1r appo.nt in wrtUng 1 .ueceuot 0t .subtlil\W!!: ttv1tff. with Of wdhovt cause.,~ "'8 rllliign.atlorl, ~. ONtt\ ln1~1y. Nhltlll 0t •M.if9 to act o• in. fru.1~. Tt-.a ~ o' 0 ·---and WbltMe

to"' OUCICffd trustte ~.,. be~ •if'IOUl ~ ~ ua r&Mgna~ ol 11'1• tom\et IMlff ano wilho\i1 -lldgmenl of 11\o ~"'11by11\o bcne-.Y Ol lhiJ DMcl of l'MI rtie-....... O< - - tr•1•IM - rights. oll4!ga-. Ind d"6es ol .... Tru""· Thlo • ._.,,,,.,. 1111y 0o ,,,_ oo ...,_., """"" "'I..,. ,.,.._~ P t - S«t'llaly, "'CW'ier ol ~. 111y lonnaMy e).cept tor lf\I

*" "'°" Vm 1 NOTICES. My - _ ... .,_,.,wi1oing. --be.-..'""""°"' _.....IO oa - Oeo""'or led """""1'\ _ , . , « . I I - · -

"°'I>.._ to ol 111 - ""''°"'-._ ol Gronlo<'• -

UINa olhlr

• pon ol ltllo - ol TNIL ~.. TM• Oeod ol Tl'U$l, togeUlet with atty i=WaJ(ld 00ClJtTIOnl$, CIOf'le.bllAO• IM .nfttt Undef'lt.andiing eno egre.ment ol tt'6 Pil,... as to tne mantrs Mt torui lo this Deed or Tnn1 No alitet11lon of or arnenarnent •o ~• Oeeo ol Tru11lhaltbe1NKtlv1 untow gi.veo In w101ng Ind slgnod by IN perty «po.- sougltt lo be c:Nruod °',_,,.,by 111<11•011Uon"' 01n•n•Jr•"•nl

""'""" Aoportl. II Iha " ' - rs ....,, '"' ~ ceror...i Ila-• °'"°' than Granwt - . OrMlor ..,... l\Jmlth to ' - - - · ~ requosl. a ol not t ,,_,al CllSh r~ ~om mo PY-.iy - al """'1 wl!h \he """"1Jon ol IM Pn>l>ofly. ._.ii'"""'.- in"°""""""" C.ptlon Hucllnp. ca'*°° headings fr'! this- Oced ol nu.- Bl'e ror conven~~ purpoe.o6 O(lly 4"d are iiot fo be utod 10 rnituJ»t• or oofloo 1111 prcwtt1on1or1n1s Oeed ol Trusr. "''9"'· Thvre shah be no merger ol Jhe interest or ostat.o crealed oy lhtt Deed of Tru11 won 111y ot"•r\n101otl or Hluto ,,, tha Ptaport)' a• any tltne heff! by or for ttll be.ncm ol Le.odor In enr capac11y, w11nou1 •h• wrllttn conaon101 unoor G~n11 t.a'#, l'bl.A OHO of Trull will~ gowl'M(ll by ~al l1w 11pP'klble to~· •f'd. to tM • J11t•nl not Pf'"mpled b1 lederal l•w, tf'4 l1w1 of th• St•I• of T"e.-at •llhout regard -o " ' contllc11 of La• provi1lori•· Thi• OMd of TN1t Mt ~ acotpeed tty Land9f' In the ltlttofTU H . """Olli ,,,,......,.. °"'"'°' ..,.. ,,_, JOlr\I ... S..Or•I \Jtlblllly. All ollligollolis of BoNO•••!r - a......,""""'"'"' Ooeo ol TIUll 11"11 bo joint -

a- -· to ead\ and od ol Tru11. 'Mtclro llf'1 one or mont o l lno f)Mloo "' a """'°'allon, f)llloaf&Np, llmllOd ,,_ry """"'"'1Y or""'"" dl""''°"· pwtnora, ~. or oi~..- _... OCl1'ig or - eo111y. II 1S not . - y IOI Lartlon• made or in ,..,..,. ""°" UIO """9sSOd ·-or......, - - Ile - - under tnts DNd ol TNll .., w_,.._, by lend«, Land#'~ no• be deeff'Qd ~o ha""8 WAWeo anv "Ont• iXIOtf tnlt OtoO ot T'u11 unleu l6Kh watver G Q!Van in wriUng 8f'd t*gned bf Lender ~ oet.1 or om"5lon on tho pan ol Lender ii •••rdslng •"Y ~hi.,,.. optfl:tit u a watff1 of $ud\ l'igM or af"I otl\., flgnl A w11V1r by l.lftd8t ot a~ ol thi:I Deed ot Trust st\lit ~ot Pf•Juolot or COMlflUat •._..;.,.,of tAndtfS right otMrwfso to °""""" 11ttct oompllonco wllh 11u11 ,...,_ or Of1Y °"'"' P'OV- ol lhts Oeld ol T1v.L No pdo1 ,....,., by .....-. nor eny - or ===·oe~i;: ~~·o~;:;,:~~~~~~~~'o0:.~~~,°~':'"~00:~6:, L~aizs~ 1ba1 not C'Of'tlltUW ~ COl\MOI to~ ,.,,.ancaa tlfhOf• JUCh CON4H1I It 1~ Md in al e'50S wct'I conse.nt IN-Y be

MR.676 DEED OF TRUST (Continued) P11ge 6

grantod or wUhhOld In lho solo dlscr0-llon of Letldor. Paym•nt ot fnterHt and F••· Nolwlthstandjng MY'( other ~S!Of'I of thl1 Coed of Trust or any prooklon of any ~atnd Ootl.Jrnenl. Gro.ntor doe$' not af1'eo or 111\end lo pay, and l..erde>r ~ nol a,gtoo Of lntdntiss which would lf1 uny way or evunt (lndtJding demand, prepaymoot. or aceeleraflon) CB.UM londer to c:ontract Sor, CfW09 01 (Xjlect l'T\QfO for lne lr

S.vtml•lty. II a cou~ ot to, Ilic offending ptoct to arly lifrr'tlt.aOoos slated in t11b OeW ol Toa1 oo Hans for of Grantor's lntcro.st. thfJ O@ed ot Tro~ shaQ be birding upoo Md fnure 10 the bonorl1 of the P>JrttoS, their svccossors and uslgns II oWne:rsn,ip of the Propor1y becomes vested fi"I a person L 01her than Gr-antor, LendO,, wllhout not.ice to Qrjjntot, ma~ deeJ wllh Grantor's successors wtth reforenco lo this Deed of TN&t and tho trldoblo"'1es5 by >vey of lort>e:(lra.nce or ~IOftSIQn wlthoul rele-il~ Gr~nt0t rrqm tne obllgatlOt\t- 9 1 tnfs: Ooed of Trust or tl&bl'1ty unOor lhe lndot'M~ou.

Time I• ot lhr IT'IMM Dl'\f glJ:arantof. Stifol)I, Ot accommodellioll party of af'Y or all of lhe lndebleOnest . 0

0 OuM'anty. The word "Guatanty• means tho guaranty from G1.1aranf0t to leodat, lociUdrng wlltiout limltaoon a guaranry of • II or Plff of tM Nole. 1 Ku.I~ Sub,.MoH, Tho. word1 •Haza1dout' Substance.a• mean mater'8ls that, becauMt or lhelt quanl!1y, COflcentration 0' ph)'&Qlr ohomtcai or tofect\o4Js ctla,._clertslio;,;, maJ eau-.se o; *8- a preseflt or potentJal hauro 10 tlumon h®llh or tho tmvltonmon1 whr:in 0 kli,property used, ltHh)d, stored, cti!posed ol, oenerated, m1nufac.1u1eo1 tran5pottea ot olharwlso ha~ . Tho word!P ,.Heul'dout. Subslanoes· ato used in 11101, 11ery bfoadm SCNO and include without *7\ilatfon .any and all h.azartlou.s or toxic. sobstances. maleriills or ll'lfHle &$ cttflr'!l!d by ot li!UOO unaer ll'a £nvM"c:M1tfU!1'1tal taws. The cetm "Uµ.ardaus SubsQlncet" aLso ind11des, wllhou1 flrnll•llon, Pel/IW1\1Pl 2 ana peU'OICOm ~pl'Odl.iets or &Nf ltaCllon lllenwd ana tibestos. lmpro..,.mlf!W, Th• word •1rnprovomunl$· mcs&l'I all exisling and fuf\lro lmprovomellts, bulldklgs. 4l~ucturu. mOblle homei alli'!ed oq the Roal ~rooerty, (1cA!tMJ5, aoa\tfont, replacements and olhor QQnslrueOon Of'l lhe RBal Proper1y. lndtbtednML Tne wotd ..lndebte-dness• mea.ns air prl"c~I, fnlere", and other .amounts. cost,_ and &)!Jlenses payable under the NoJe 01 Rol81Dd OoctJmonts. (ogolfll! ¥tllri al reM"Wals ol. e.xtensSDN ¢1, rnocMcaUons 011 eonsolkl~tions o' encl substltuliof'\3 for the Noto or AeMiJod Oocum.onts and any amoonts evpended or ad'Vanced by Lendor to cUschorge Gran1ors ot>flga.tlons or ~Pl"M$ 4nct#Tea cy TN!IM 01 t..end!t lo enforce GranlOr's obligallont: under 1h!S Oood of Ttual. together wllh lrlletttl on r.uch amounls 81 ptovided lf\ lhlJ Deed of T1ust. SooclOcally. wlllloul RmltatiOn. tru.lebleoom inchJdu Qh amO\Jnls lhat may bo lndlreotly '"""''od by 1~0 Croi;s.Colattrallzatloo P.fovi$bi of thi&" Deed 0 1 Trust l•nder. The word ~Lendaf means Texas Capital Sank. Natloo.al Aoocialion, Ill' SUCICMS.Ors and usiQM. HOI•. The word ·Note' rneans 100 promlH<>f\I nc1a oaloo '"""ll'f e, 2015, In the orlglnel principal amount o f $750,000 .00 from Borrower to Lendof, together with an r0110wats ol. •:ktt>nsiOns ol. moctlfleatlons 01. rennanctqgs.of, consotlcliiUons ot. end :Wbstttutlons lor the pcomlll$0f\I note Of"ll'llClfllQf1l NOTICE TO GRAHTOR' THE NOTE CO~TAIHS A VARW!LE lllTEAEST RATE. P~ P·top4rty. Tho words "Persona! Propariy• mean an eqUlpmen\, minures, and other artld~ of personal ptopeny now or horeAf"ler owned by Granter, aod now or hereafter atlactiod or ilfi'od to th• Real Property; IGQ•ther with aJI ac.cessk>ns. parts-, and additions. lo. aJ ==~ ~~;= ~ ;:::~7:0~~~~~ :,U:~:i°/~~lt~ ~~~he:;~t~~~ prooeEK1s ~dVdino wlttiout limUalJ~" d~~ Proptrty. Tho word ·p,oparry· moar\5 coffectlvoly lhe Ree.I Prooorty 1"" lhG Personal Propcny. ~ Ptop.ny. The wo-r

MR.677 DEED OF TRUST (Continued) Page 7

GRANTOR ACKNOWUDGES HA VINO READ ALL TH£ PROVISIONS OF THIS DEED OF TRUST, ANO GRANTOR MIREES TO ITS TERllS.

v 0 LIMITED LIABILITY COMPANY ACKNOWLEDGMENT L

) SS I 1 1 3 B

0 1 0 3

MR.678 EXHIBIT ''A"

Being a tract of land located in Section 76, Block <1 1 H&GN Survey Reeves County, Texas, and being a part of a called '196.76 grid (496.87 surface) acre tract of land as described In a deed recorded in Volume 905, Page 155, Official Public Records, Reeves County, Texas (O.P.R.R.C.T.), and being more particularly desaibed as follows:

Beginning at a 5/8" iron rod set with cap stamped "Trans Texas Surveying• for the Northwest corner of said Section 76, the Southwest comer of said Section 75, the Northeast corner of Section 77 and the Southeast comet v of Section 78, said 5/8" Iron rod set also being in the intersection of County Road No. '108 and County Road No. 0 410'\; L Thence N 58° 03' '16" E, with the common line of said section 76 and Section 7S, a distance of 2639.BS feet to a point in the East lfne of said 4196.76 acre tract from which a 1/2" Iron rod found with cap stamped "53S8 Trujillo" bears S S8° 03' '16" W, a distance of 0.63 feet, also from which a 1/2'' Iron rod found at the Northeast corner of 1 said Section 76, Block 4, bears N 58° 03' 416" E, a distance of 2639.8S feet; 1 Thence S 32° OB' 23" E, with the East lfne of said '196. 76 acre tract, a distance of 3187.68 feel to a 5/8" iron rod 3 set with cap stamped 'Trans Texas Surveying" for the Southeast corner of said '196. 76 acre tract being 100' North 8 of the centerffne of the Texas & Pacific Railroad;

Thence S 69° '12' 22" W, with the South line o[ said '196. 76 acre tract and 100' North of and parallel with the centerline of said Texas & Pacific Railroad, a distance of 2697 .'10 feet to a point in said County Road No. 4108, the West line of said Section 76 and the East line of Section 77, Block 'l, from which a 600 nail found bears S 69° 42' 22" W, a distance of 0.37 reet, also from which a 1/2" iron rod found for the Soutl1west corner of said section 76, p Block 'I, bears S 32° 08' 13" E, a distance of 2657 .'12 feet; G Thence N 32° OB' 13" w, with the West line of said '196.76 acre tract and with the common line of said Section 76 and the said Section 77, a distance or 2643.29 feet to the Place of Beginning and containing 176.659 acres of land. This description is based on the Land Title Survey and Plat made by Robert L Young, registered professional land surveyor No. 5<100 on June 20, 2014. All bearings recited herein are correlated to the Texas State Plane 0 coordinate system, Central Zone (4203), NADBJ (NA2011). 1 0 Note: The Company is prohibited from insuring the area or quantity or the land described herein. Any statement 4. In tile above legal description or tl'te area or quantity of land rs not a representation that such area or quantity is correct, but Is made only for informational and/or ldentiRcaUon purposes and does not override Item 2 of Schedule 8 hereof.

Inst No. 15-004 33 DIANNE 0 . FLOREZ COUNTY ClE.RK 2015 Jan 14 al 6.1:09 PM ~EXAS By: E t!"'EPUTY

Page q ()( 13

MR.679             ([KLELW³4´

MR.680 15-07672 FILED FOR RECORD DEED OF TRUST Rt:EVES COUNTY, TEXAS RECORD.\TION REQUESTED BY: Aug 26, 2015 ill 01:25:00 PM Te.a.at C~plt.al 8 '"k, N.tkw\.111 4ooei.Uon Pr.mWr Office1 CotN"nefelal B•nk.IAQ $1() N. C•nnl Eai>,.."W•Y· Sult• 150 011114, TX 7'52.0G

WHEN RECORDED MAil TO: T•.CH C.Ph1I B•M. " atfon1t ..,.~a.\iof! An·n : Loin Operation. 23~0 i..~•"4d• e1vc1. Suit. aoo A:h·;h•rdnn1 TX 75082 \f SEND TAX NOTICES TO: Ct n1Ution Peeus Terminctl llC 1 7950 Pro·l1on Road, .StG. 1010 0 Otllta. TX 75252- SPACE ABOVE THIS UNE §FOR RECORQER'§ VU ONlY L THIS DEED OF TRUST;, dated August 17, 2015, among Centurion Pecos T•m1inal LLC. whose •ddress is '7950 Preston Read, Ste. 1080. Dall.'', Which l s al1aehed to 1tils Deed of Trust and made a part of this Dead of Trust as 11 fully set forth herefn. The Real Property or ils address I• commonly known as Tract of lend located In Sections 73 and 76, Block 4, Pecos, TX. OROSS.COLLAl'EllAUZAllOH. In addlUo" to 1ho NolU:1 this Oetld Qf 1ru.">1 &aqUrG:t all obtigatlor1~. dcblJ ~ bb"tlC!J.. ~v:» ff\4-0tttt l \tl11rco11, a• oft.ti~ GrW'!taf or Bot'owor lo Lendet, or .any Ql\e 01 mOl'e of lhtttl1, .as- wall os ;ti! c:INmt by tend« agDlin'-t BonOWOf and Gtantor or MY one or mo10 or Viom, whelhw- now e:Ost+ng DI he.-oaier ans~, v;flelhWJ r-ei,.~ oc vnruiat~ tu 'tho puts>Of• of _,,,_ tllottt, wt\etllct voluntarv 01 ohrwlse. whol.her du• or not Gue. dtftd or l1'd11ec1. de1ermlflecl Of 1.1n6ot(!ol'l'l'Mled, abcI sticuro , -and tho indobted~aro* st1atl ~ '°1<:Aide. arw otiNQatlom. e!l.sl'g unoet SU.bc~c"' E a"d fol Ctlapter 34,2 ot litlo leiCD3 ffnQl\00 Codo, as. amendet8TEDllESS A'ID (8 ) FERFOl.UlfIV ANO olll 0 8UGAflONS UNDER Tt!E NOTE. 0 THE ~ElATEO OOCUMENlS. ANO Tll15 OHO Of TRUST. THIS OEEO Of TRUST IS Gl\IEN ANO AOCEPff:O ON THE f OlLOWINO TERMS, GRAffTOR·s REPRESE:NTAT10HS ANO WARR.Atrn'lES. Gi..,.,.,lt>r wntrlln\$ IM I (D) U\ls Det!U of Trlnil Is fl•t:Ciub:d at Gorrc,>wti:r"g reQOM1 and not 7 a1 tho ru~weat of Ltmktr, (D) Gn:1t1U.>r hf.I th• R.111 oow•r nuM. and atJthorllY to c;ntt!r itOb IM:s Doed of ltv.s1 4/'d to hypcxl'!Eta'.e 'J"e Qropef1Yl (e) u10 prOVblono of lh4 o.od ot ,.nJs:t do l'IOI eonn1a wtlh, Qf rutooll 1n a ~null \Jnder any l\yroem,,.,l or olllo.- lf't!iln.l'N!Ol °"'~ng upo11 Grainlof 6 ond do no~ t ..stJt. ltl • vloW.t!Dn or al\)I taw. rCQUlobon, cuuf1 dOCt"ee or orcef opph~e lo Granttlf; {d) Greri:nr Ms esU1btlshed a00quit1e meal'& ot obCalnlnQ irom 80fl"(f#IY 0111 oontlnulhg bDsla tnl om'letion abol.ll Bof'l"OWC>r'.s tlnanc'.1'3' CC)ndlOon; and to) Len001 has made "g n:prescntaticm 3 to Gnt"'or >tboul ~er {lndudlng Ywtlhoul 1,mltnllon tho cnditworih~s.s Pl Bo«owafl. GRANTOR'S WAMRS~ GfontOf' walvn all ngnts «defense& 11ri:Mno by ruh\W\ or ariv "one e.cuon" dr ":an•u~dcrtclof'lqf' law. or MV nlllbr h1W whftli may provttnt LondOf from bnf1J)f'l0 ;my Hdlori ag~ns1 Gfant(r, lndodJrtg • c.'alm fof dcflcienCY. to the elrte411 I ender u Olllarw'.Se enll•leO td a claim for det'klency hof(lrtt or- aft.e1 lendt:f'& comnu1n came11t or com~o\lon of any for('dOSlJllr actto.,1 eilJ\ot ltidh:\alv er tfy e'.letc1"&e: ol a powernf.Mtll! PAYMENT AtfO PEAFOA.MANCE. C:Xcepl I• 01h6,..,..s. pro'vldrtet I" th~ Oeocl ot fru~\1 8Ql.-OW.::rand G"t.1" tor4hijl P:1f to l •nder a l inofOlenn~c;r. scwft'd by lNs Deed of TfVl.1 aJ ft ~ du'!, and Bonower and Gra,1\Ulf ~l~lt 1tnctty pt!l1«rn 311 Ulll' 'e;peql ~e Pfib!)SllOM under ~ 0.ed 01 TT\lst And lhO Rl!Mloct OOctJm~. 'he Note,

i'n~=~~~;t !: :~b~ ~~ !'°tt: ~~~~~;1~:~~;',::i~~~': ~~ ~:~~':r~n:.~ ~r:;:;: ::T~; 0 1 1

dlJQ f\Ol worve U\c voiidol"'s hM , ,net lhe. rv,,9 tllln.$ pni; Ille noh~ creeled by 1.11~ tlt1ru"ient .shat! be cumub~a.. l gnd.er ma.y eled. IO fotE!ldo«ie unaet ci'tt\er d tho lt•n1 wh:hout wAIVinQ tM orno' Ol mu~ fr.cdm..c u.,det boV, Tho dood ~he<·e n d~ vendor$ fen k tff\Mned hi inco'J.IOl •ldd lnio :t;1s Deed or T11.1.11 POSSES.SlON AND MA.INTEWAMCE OF l HE PROPERTI, Borrower :arQ <.ir'ftntor agr&a that BurttM·~ end Gren!ct'a-90.!iMK!OIOf\ .and use ot lh& Property -S1l-'' I to go\lenW!O by tl\i:i 'olla.v!ng PfOY•tlonr Po.su1toii •nd Use. Untll ltifl ncc:um:.nca. Of"'' t:v'°"tl 01 OS-'3ull. Gmn\ot may C1) ,,m;\lr; Wi ~'°" aOO cormol of°'" P101+.:11v. (2) u~. gpentlt or man30e the Propen~. and (3) c.oacd 1tv, Aorib ifom th• P1operty

Outy to M•lntai.,, Grantor oholl molf\la" th• Property in 1enentable GOl'ldlt)on anti Pf0f11p~ perlOrm 011 tCpil'i~ repl:a~men ti, ~°" m1ii:ttflanc.c rtitoonary to pros.ne t\S.' \folue- Com:plia~ With E.ftvtronmenhl uvn. GrantOf rt!Pf""e>oritt iVld W11orrl'11t&- to L.enCW \hat: (1) Du-" "' ltl<: penoc! 01 Grsm°"5 oWl"!4Hsh~ o• Jhe P,pperfy, 11\ere f'!H beef'\ no u~e. gcnct"aLon., maMJ1ecturn, &.lbrage, trealn\anl, e11.sposat. r.-aso OI thrent6ned 1~eue Of nny H1.natd01.1s Substance by 111ry venon on, '-lnder. ab~t Of from tN Property: (2J Graf'lttw ho1 !tu k11c.1YAod.Qe of, Of rn~Cl'fl lo b911•~ th:.1 IM1e 'M$ bttl!n. o•ccpt 0:$ ptc-VHJ\,n;ly disClo•ad IQ IW'tO ttCH,,OWt&OQe:i by tender W\ vrfritlng, (Jt) 11n~ bfoaoh Of \11Cf9Uon ol l.\t'l't Em11tonmeo1a! L.aww. (b) uny uslt, g•noo•IJon, rno.~11.-c:tme, .MOfOOf: tret1tr·1t1•1f, I use. gonomto, manvfacl\I••. swre. \rq1, d$po:se ul °' rete:MO any ~••dou s S ubstal"!CC!: 3n, unrJet, Qbaul or f1crn lilt' P"ropef'l'(.' ono tt:) onv ~di -ac,1 \lity she» M ~uctcd In COITI(AWi~e With •Ii •ppltcsibte. IP-dl!fOI Sia' ' and loea.l luws 'f'89uJal'Ona •M Otdlr.al'lon, lfldudino wlOH1l11 ~mt1otlon Qll Erwhon111Wttal Low, G.o!'l,Clf aUIF!Mt_,5 lender end~ il\:lt:tnls lo ('Oler 1o1pon lt..c Ptopcl1y lo maM s11cn lf1~k'ln& llr\O hSSlA. IJ! Guinto('&~~ . U l.ondet mol( dffm °' app1oo"a10 to ~etlCm'l+ne cOl"'lpllencc ot 11\9 p,~y w'1h lh\S. snttion or lt\O De.cl o f r11..1\. Any !nsPooUocis 11Ssl a mede by l11:1'1der stiail be tor \.eode,.$ pvrpostt6 Olll)' ._nd 1'l 'tal "°' hit eori.s.1N111d lu cntlltc any rc~pon•tt.l" Y or I W~hl)' on 1he part of '-"ndef 11'.J Gretntor or to any ottiCf po"fOn Tho rc:ptnenlA\ID~ and ~artanl.lu:; CQ!ltAI J'ltd ttecoln oro. to:!led on Grantor's n ~ Y,o 1t111tn' Gr&nior b~r·~ lfal*! to, cleanup o-- Dtt\11tr cosll: und!'Y 7th'/ soc:n la~·~ '1nd (2t 6Qit:M 10 IMc.mnity dolend #\0 t'.ol~ to.amt•~ U1i

MR.681 BALLENGEE00002076 DEED OF TRUST (Continued) Pago 2

Wit"''"'"!'" 0 =~~';! ~= o~~~~:~'u'!t~~=n °~o=a!:"ot~~;! offllCleO bY l "'- • .ocqlltWao cl the P_.,. - - by 1...-..."' ~.rw1.. :•:i::a'f~~~~ ::d,:"! MW......c:e, Wute. Grar.lor .lheilll nol C*JR-1 c»nC\id or peam iir'f l'lulllnCA !'* C1>tnmlt.. petnill, OI fJfct ·~ 9"1pgll\g OJ or W•I• On r# 10 Iii• P""*"Y or .,,r panion ot •M PtOf)4111y Wftf'IOU\ ""1•"!W'lt the ~-.i·w c-1Y lt1!lt nf)}ie tn .-81'nOY8 •ny dmber ml-t-e•atS {erdlJdlin!J ~Mid...,, cMI of,..._ tor•~"'SI ~Ulf c-.mv. wi• not.'.-.:>~. or 9ttt'4 to "'1 "•""' 5COf'll . -. gt111;• or 1oclo ptOOUl'U Mtheall Lendt<• Pf1ot W'1aen: CQn.Hflt r~ ~toc:t'°"" wa. "ot •Wfr 10 hflM ~d ...,,..i. f".IO'I" tot• ano o11...,._ cw.nod by Gf'l'*1f ...., \Sf """"ret' ~'°""

---. . -""'1.-ol. __ _ tw fNGn'heO lenck-r inwnt."9 ~toG.ranlofS ~l'W"9 o( t"-1 De.a of ltU11 Rttl'W'-~.a of .,....,-.,.._.-.b Gr.v4tor ~ not d~ Of ~rt'( 1"1JrUolio'C'fl~ Jrom f\41 Reel Ptoocrty ""''hM ~ Pf\Qf •r-tren conHl1' ,,. a ~ 10 lhe remcwail en In\' ~~.erg,., l.ltldM ,.,.Y 1..:rJr• GfONot ti> ,,.,.. .,~ MbtM:lnry tn l 9'Qtf to \f """'to Ltnidt-n bttr. l"6er re lMdcn 099• ~ r.pres:n~s f"W.Y «!W uoon lM ~ PtOl*b' •' ..t '~&me.a to lrt'l'e n6 le l•~• #11eresbc ..:t lo tr.speo the Rell Ptooerty till' ~ d Grw?t-Ol"I ~ vr.1f1 'J"o IMmt IJl'ld cond~ ol .,.,_ 0..0 ol 0 Trus; C......,.arice .,._,,.. Go'YliTvntf'UI ftequh•ur.ta. GQlll"ICOr aNtl promptly cot'P\ply W.1h ... t.M.. crdtuw'°'· 1nO ~t.on.. ""1N ot ~~ L '" etren. Of aA 9QYL'l•lnWut authonbn appi:CO* to tho "'9 or ~ ot Uw f*topef"Y .ndOc.no w.thcNI !Im-Wion. tw Amtrlcar• Y\iif1 ~ Ac1 Grlncot tl'lt)' ~ tn gOClg - - · ..,,,..... '° long . . Gr.,... - ,.,"1elfV. ft a ny G•antm 1s t OOrJ>Ofal-On, 1»'1nertt•11 ~ tn11led !lebil~ ~· ltondc.t nl5.o t!'IQJCIH fVfV Ch!W\9t In ownbftfllp of n\Ol'o '"an tWBflty•nvo perr.en! (25%) oi II"& vortnv Modi. l)at1flOfttMp lnte£cll• or timhod W'11bi'°fY compariy tntor••l'- "' ti\~ case mfty h•, of 11~ 01~ot Hownwit, lhl• Of;),.,,,. •Nil not bo OllCfC..0 by LtnrJor 1t tuth o.iwcfH ts P«:hiMed by 'edt'JAI law 0, by TOIJ luw YAXEs AMO LIENS. 'Thi rnnowino prnvlltoni rel4Wi9 io 1t1c uucoa ond 11'1~ on the rl'OJ:l,nv oro p;)n of '"1• Ottd of fouu P•ymen&. Gf81'1Cor- .sha.11 var whttn due ( and In all C\lon\s pnot 10 de.liflqOJOnC)') i ll IA• M , '1~$1 t.axot. ass..nfllftnts, tJ taf g~ {lndUd~ VtUh.r •nd s.awor\ nnea an~ lmpoa!l.lons hrv~ -.galN.t 0t oo Aec:ount of t!Y'l Praoerw MO 11\111 "*"' wlitn du•.~ dNmt for WOik dorle Oh Of lt>1 •~• rvnde:rOd or mitlerlal tumK.tied to lf'lt Property Gr&hKr &naJI mafotoln lh. Pn.>per1)' fro• of ltll llu•ll l'ilcl'llnQ prlonty 0V.' ot 8Cf\.!a'I p to th• ll'••rell oi let\:tet Ul\CI« thts Deed o( r ..vst. e~ fy \t~tt lien of tax•• «'Cl atto11n'IOl"I• iiol dv41 -.id ex1Utpl es otMrw!ff ,.,n. . •ttofr1ep' tees,. or otl~ cl\wgH lhM toLlid •CDwe u • rul.'ft ot • kwec:IC»Urc or~ 1.1.l'MMt the \Itri In .n_w contMI ClraMOf 11\ttl MfftnO 61Mdr M'IU L~ and thflll H'bfy •l'V .Oveno ,udgrMPl'l bctons CU\'Ot'~ ~g anlt \he ~OOflfty Ciflr!IQr W1 NftMI Ltio!J« .. •rt odd~ otlol900 v~ Vll'IY ~ety bQnd 0 fv~ ., t.ho contu.\ protWedif'l.9S

~dtncei O'f Ptyf"llf" ' Grwtor ~ uocn dt:Mill!ld ,.....,,~ P Lendor M1h~ry e-AGNQ of p~11 1 o• \l\e "''M Of ~51'T1WU ~ 1.hal 7 ~· .... ~1.4# ®'effll'nl!ntllf ofl'ide IO 6olNef to LMcW •t ""( ~ • .,,-itf'ln ttl'IM'MK'C or 1ne tnM .no •~·eru ·~1 l.,_Ptoo.rty 6 "°du ot COMWcl:!Of\. Gr.lrti.X shall not'1fy lttldllt •'east nheef1 ( 1SI d-.-,. oolOfe ~y WOl'k • ~. ~ ''~ •• •~~ Of' °" aWtf ~.natl an~ &o \he Pm;>erty, H 6ny mect\e1Ca "'M, tMI~• Mn. ovw lllln COUid De •~eel nn aa::ount ol me 4 ~ ~. orWfta~ ~ l'etlUDOr1teovaJor l~tv..,-"" toL"*ed"~~• Nt>Jf~ to 1."-"'*' '~°"•"'°"" can M'llO ,... .. cu¥ lite wal ol iud\ ~.rc:m(n\$ l'ROl'EJITY DA#_AGE INSllRAIO«. 1l!o ~- ..Ul"O., _...,, u,. P.-.,. 1 oo• "' !"" Oood ol TNOI. M ..m.,...nc. of IM..nnu ~or •Nit orno.Htt ..0 ~•att ~· ol ~ N~ w-th •11Nt••d •tJf.ft"-')O ~ ~~ • • lrw ""'-bast.) ff:M' tw tun "IRi'"'** ..~. a:i..-ering .. lff!V~ °"ht R•ai ~Y '".,... ""*°"1~10 ...S .p~:.ion ol "°'"""'artc;u It'!) ct.MtH., 1ttJ Wltl't a I~ monQ~ de\IM'" tiJlivot ot I • '!Oer ~ tl\allf M9o P'OCU''t er'Cf ~ CIO'tl~f't.Mt QW'lef., ...,.._/ ~""'11Ce' "' ~ coYetage emouf".'5 • ltMet' m&'f '~' ~ T~n Ind le..,~ Nft\ed M i:tdd.tlOl"\M IM

,._...,oa:e_ ~. #Id tiol'et ~ as Ltf!Cef m,y ru~bty requrre. Pul!C411 1Mll be W"'tt~ .n IOfM •"'°""4$ cu1e~ .,., ~ 10 l.efljJor. looll• - TH~ ElQS11NG POUClES O\'o~ OR CONTROllED ..... P"l- lo l - GAANTOA M~V fllRN·"'i THE REoUIR.ED IN.SURAr.CE VjtitTlltR av GIWllOR OR Tl;l¥JVGtt EOUIVOl.Ef(f INSIJllNIY INSUIW'Ct: CO.,PAHV AVTHOAIZEO TO -mANSACT l!IJSNFSS IN TtlE STATE Of •EXM If Cr""lo· "'"' to ,.,..,.i1 onf ,..,......i IMl.lf•rctt or fo 1, to QOrll.ir\\I• wcl't lnst..Hnce In 10f'Cl&. l.Alrdef' may, but •~ 11\J' be reqv.,t!d ta, do" o': G.r;,nb"• •-4*'1"•. and l1le c;ost Gt '~ ~f'CI will b@ 9d

~~~~r:n~~:n;:~~ ~:::=-:~!! :~~::J !l,~!: :::1~ ~~~~~:;:~:~y !;,"!:,~:Z::t 1 1 1

'"V ottvir ~on Should the RM Properw be tocattd In.., 1.rw d.,,ig.nottd by th1 ~w.t,..or of rtie FIOtftl Etrer9"1,-q Gr:.ntor er- ~~;,:_,~~~ ~ii;:r~~d~p=·Uo~:,or~·=~~;b.::1 ~ ; : : : ~:';.~!~:~~!~ ~:1~,':.~t;: No;IQnal r~ (nautDnce Program, oi •• cChitlW\H ~1lbed hY Ltftder and to ~tilin 1udl tn11o1r•noe tot' the le"" of tile to;;i'\ AppllWl•n of PrOCMd.._ GrAAtor- sheU pr~y notlty LanJer 01 any k>u IN dbm~D to 1tl4> F'roper1y \.eAOer m.1y miilke oroot or li>'56 1f Ckanlllr ti! II tn dn so With ~ frt\d8 0 t 15) da!/l of ihe c:aauotty, Whelti•, P' 004 Ltndl(A ~fCU'lt V lt ltl1otlf•CI, l,.q1~t may, at lcridora '"«' e1ecl1Cif\, t1cel1t~ a~d re (a.n lhc. pro~eds ot .>ny insvn1nc.• 'll.nO -apciifv Jlfl'M:Mldl to U\e te:kmlo11 or the lndebk:dnaas. payNnt o' any llvt1 uHeelk'lg t,..e Pr6perty1 or trio rc&loratior -and r~el, ol ltie Pt0p6'1y "Ul'IOe• e.i«H:ll f lu ~~ lhe orooeod.s lo reetoro1lon :and '*Palr, Grtn1or ~'®•If or r-epb1ce !he damageO or Oestrayeo •rnprovemants Jn • m•MOI .HlJt:tttctory to l~tr Ltndtf •ti.111(1. UPo"i Htitf~oty P'OOI ol tut.h wilPQll"ldlhil.. , P"Y Of t04mtiurse Gfantot from tM proc;oad1 for tho rooaort®I• cot1 o f '""..,. or "111orauon If Gr1nD- '' not ,., dal•ult \lndfor V'• Oell!d of "Tru111 All)' ~s -whldi. hO\oo not C>. .n dt1t>urftto wtthin 1ft0 da)'l 11tllr tl'ltt•t 1.c11p1 Md wtitch l ·•ndcr hH not commlttet.t l\J 11"9 t9f>a.I or rH!Ora'°n of th• PropMty sllall bO uMd "'"'1 \0 pty ar.y amou"' OwV1110 lo l~ • u rlde1 ,.,._. 00.d cl TN\'.'1 tMri 'o p-9) oeuuod •nlofOsl. and IM r•tna-f'I~, 1( i.ny, "'"' be eooilitcJ Co tho ~~p•I b•\af\Ce oA lt\t lf\d4'bl4tdn._ss H l.l!WY.ter hol09 en~ ptoceGds a f\et P•i''1\efl\ '"' fol ot the tfi(;etneOne:u, Auc:;t, p~ed• &kall t» pa,a \o Ol"lntor •• Quen«N'J •n~e.r..atl may •ppeor Gnnlot"1 fteQOlt on trl.t\l'tttce-. ~ fOQUOll of le~. f\.oweYer f\r>\ """"" tMn once • yell, Otii11\ol ~•ti b"nt1h to l c:widar • rooo11. °"' e'°' e~lilin!l l)Olic:y Qf lna:ut1n"° s:hoW!ng· {1) th• name ot the i'*lrot. {1} i110 ""~ tn.wted! (3) tho urnounl ot \he g<;hc.y, 14) Uio Pf"OPOITY fnMJtud, 1M I~ CUf"!!nl 1~0M::em«tl vatue or such i;:.OWfl\I, ~ l.,_e ft'.-itMt ~ dot4..'t"mtn.ng tllai\ YtlUe §Od (b) UW! ~°"' do\e of ttl• poMcf G""ntot '\nil~. UOOf'I f«l.i"l ol Lorldor, ti~• l"I ~c.pe.f'dent "P?";,.er ...t:~•cloiy to tenotr 0.lOM'lhJ ~ U• •llu• ·~-·"'""'p- L!H0£11n EXPEHOfTVR£$ "orry don 01~ 1s c.or\"""":ea 1hat woukt n1'tloflli1tr •f'fcct l~ tnto.Nt '" ~ ?~ny or 1t Gr~'l\Cr r.,i1 to cion•pty-1~ awf ~ailon 1)1 mtt; Oeed ot Truss or •Nf R••e:id l>ocurnt"n~•. lndl.id"'O but net bom•llld lo Gntnlotl11 t•lurlt 10 ~· OOI'

MR.682 BALLENGEE00002076.02 DEED OF TRUST {Contlnuedl Pagt1 3

c~°'~.:~:~a:~::": ~';.~e4jts=:Ca~~ =~o~l:a~~=,:!:::~or'::..,~,:,.WJWM~~~=:: ~r;:~~ •ro ~. ~ef\4. secui1•y .,Cl!fos1,1., C'l")Cl;ftbr61'1Cit.a Md dher cb#ns ., triy t1mct •v!Od or p~o on 1'41 Pt~ OitY"~ •fl cost~ fat IMLIMIJ U\•" "'°'" fTliillAl.tn!rg MO~ tne ~- N a-uct- ••twtnd•!ute.. ped b'J l~ for ~O'I ~!'pOMt ~I bett ft'l••r•st l!lt ~· NQ\11 r.:ne lho dl4o JIM b) L.oNM1 to lhet d~te of r1paynytn1 by ~ To !ht •inenl i:i.rml1ed t))' ..,.fll:.•blt law. ai AYCh P.:>OnM• 't¥1h btcotM -a patt ot It!• nlttr.-...ss •ml ., LA!ld'-"'• op(lnrt. wW (A_) Da PtYetJl!li: un ~Nrtd.. ts) t1e: added to the Cl~ o4 ~ Nole et10 • apco1Dw!d ~ tM be P.Y•ble Wl'Jt ~ ~"' p;;~ co beumc else dumg otner 1·) 1'10 Wm of flff; •ppfteab 11t ...-.urance poky: or (21 !..hoe renia.nltlO tenn ot in. Note, ~ ~C) te .. "t&.:t.,, • ~f'Oat'I p;,Y""I"' Wfliid'I """iitt bl ~ .,,,., alliO wit kO.ll'c p.1ymen1 of ftMo ~ ~ ngha sta i be " .ocil()f\ to d omer rttttci Ind °""*t •• 1M ~·a mawntv l'tt ~at tnn.1 ,..,.,...i to wNcn L.,.., f"4i'f be tfl~kd Uf*'I Dolooll WAARANTV; DEFD!SE ~ nne. Tho lc>lc>Wing pr..._,. ......... - TlUe Gllif'40f' wa~ hL (a) &an!nr "°* pol lho p - .... ,...,

- -<'Q. 11111 u ........... 00 · - . . . .,.,.,.,........ °' """""'°"" .,., Tn.ie:oe , LenOt.r ~ lhs Deed of Truct.. Grant:• tNI f11Mmnallon lho ~ l~ tJry 01 d.t(llaQ'll to 1hc Pt~••IY, Me! for ;1bsoM.ely at."Siignoct 'ol..tJl'\Oe', if er,d ~ •"Yail by •ril"'n~ oom11~1 IJll~lMJh'W• pan ol the Propa.rtv ., condernnnd IJllY ptOCtedl(lg0 1 by puu:t1o.ae or irt lil&u of p condM'l'lel'°"· ltnder may 111 lia ~ecuort reQutre than alt

::::;.~:~.~~:'15~~d~ 1;;'C:~J:;;'~~\~.~: :r~~:7;!~o;,!!,':!,~n':'n~' :::,:.,:;,wd sner t-ll)r•uH'l of all 1 G StC\JllUTY AG~EEMENT; r lNANCtNG $1ATEMEUTS vi~· Otod of Truat· Th f~1ng ttV'lvt•IOn• 'flll'.Nln9 lo l "I• OW~ of Tru.ii ~ •t • ~•IY agreotnenl Ille a f:"1

Stcurily ..,.•mtnt. TM ln1uwnen1 1-ftDll oon>taut~ a Se:w.ncy A.Qror~nt to N txtltfll .,,'f o' !tie Pfop'l"ny consowin ~XNt'OI. 111\IU lwQ!f tn..:1n,ave ••of •n. 1•t#'lts uf1 •~tM ,.ny uridor 'h• Unttot'l"'t Coml'Nfd.,t Coot...,~ frotn i..mt 10 ~m• u Secwrily ""'9rnt Upon roc;uoM by L~r. Grantor ~4 U.e wlia.1f!YO' ~, 11 flQUN'lld by L,.~r CO parl~ tnd c.on4'nuo Lo!ldefc . .c:uft;)' lnt•nt~ 1n 1he R•f1b and PersonatP~ In addliQn to 1K01dlrty U"• O.edot T~il'\ I"'• root~,,.,. f'9(.0t"dt,. llndtrmay it! flt'I/ ",.... •nd ~out fVr'Ct'iar 2UthGri:raOon "'°"' Gramcoc ,.le e)oc:u\eO COUnWpertt.. ~Of reptOduc;:tjoM of tho Dead ol Trust Ha f,,W'(YIQ •'~eJWWtnL Grantof ihall ~ Lende• fer .. OJIO(ll\M.s ~ r. S*fM1f"O or Q)f'llll<"IJWlG IF!Ui "'9ClJ't{'IJ Upon ·"'lltfl!Sl 7 de1~1.4 GtanlCI' ~ ,.°' te:TCWa. ~« or dotad't the. Pwson.i Ptopeny "~ INI ~ Uoon cc,_.., Gt~ s"""' euM'ble MtY 6 Pttioi ... ~'(rd ~-ed lO h ~in-a fflMtand trom Lll'dlt to h el(ttflt Po""'f.ed by ~'ieot>hi bw 5 ""''"'" The,,...'1Q _ ol G•"""" _I_ l _ r (_ _ --~...,-- ,l '"""-.. 9""""'° D¥.,,. Pooo "'- r ....1 ...,11e-noo C-" • _,..., ~ .,,. - ~ i:-1 . . • w*' ... ""' in1-o111M Ot.O o1 T1uot fUnHER l\SSURANC'ES., ATTOJ\HEY.&N~AJ:r 'TN~ WCMU»n:s f~ tu Mlf• •*-anc.e.• r4 ettO'ftq llft"'fl!Cl .,. a P*1 Of tl'l•s PoodofTl\J01 fUJ\fl«f A.aJ.Unf\C. .. 1" ~ \if'tMI l!f'id ''°"' liftO to~. VPO" •co-st ot~ Gr~ ~t MMe, e-.eoAe Md UMNct, ""8 ctuw to °' • • - .. ~use.,., t>e. ac •.id!*"" m "'"""' o11.... ..., Mdl of trus-t 9r!0..1~ deldr., .sKUtty ;geemen1' ~ alatt!'mttnbo, ~"""' nwvO.om ~ "'°"'..'°"'""•!Jon M m:aoe e~ OI d-~ 10 i..tfldw or lO lendet's ~ and ~l'W'I fequet.1'80 DY lM'Otl CIUR '°be ntd. tec.ct'deo, rejicd, Of Oii e.1~t1 •n1lNtMnlt ot NMt' HM~ '"°"IJ"!les, •"Y•"° "'°' ~~... 8ncl ott.~rm as '"-''f· In tie MM CXM1iott ot L_.,, o. roee.a.wyor dtl-fablt ~ 0td4!( QOffWAJe, at •"'9CIV.,"', ~te. pet1f0. prKWYe fl) Bonow!l(ls ~~«"a~ Lndor th• HOU. .,..., DHcS at lru..1 ~IM RNlllG Doo..in1""* end (2) '° :,r.e l·tn" 8lld a.o.riy ~ws o-oak!lld ~ ~ Dold of ff\tl:1 " rwsl M'CJ P'O" I.ten• ot1 tne Pro~y. wt e•• !"OW owntd or hefe.alk-r ~,-cC Dt Gra"''°f lJl'llo5$ 1>1ohlD?.eO by law Or ltordtt _.,rlM!la \1> th& c:or!t.rery In W'l\\•nQ, Ofdl'WOI' If.... ra.tnWl'M londtr fOf .. COl\5 ilM •~poMM ll'loCt'"OC _, ~ WlU't 'he m11pf!f$ ~fertCO to Ir\ lhil l*Wl- Attorney~HKt. 11 GranlOI fa,ts to do •ny of Ul• c;r..n10' -9nd ii\ Grankk's ~· r0t *'"'°'9'" sud'\ ~. Gt•Mur rvtencd \a WI\ ht pro~ PJnfflP" l •Mftf fftA/ CIO ,..,.,.,.t)y '° tOf Wld Jf' 1f•o name or •rrtvoc.Ny ,_,,~,, LanCSOf " Or,.;n'CJf'~ anomerW1,f•ci fer N PIJ'1)0SiO fJ1 rtlilklf'G, t"xecuWig, dctl\IOfW'I~ ,;•11119 1 f1l(;Ol'dtn11 ~no dOlng •II 04t\Ot lh.ngl at mil~ b.i f\..C.'fMY or~* In l.llnd~• sole op1n.on. to eccomol"'1 ll'-• ma[f9f' R'-'etd to II'\'""' QttlU()lflO 0'""'9oh fl.ILL P£RFOAMAHCE. tl SomMet encl Grsl't'lof p;;r¥ all u ... lndebtodn-tn wt\on duo Md Gr11,k>-r 0U\•rw1J4 ()('W1orn\f all l,het OOl ~Uons lfYIPO'od upon Ct•"'"' Uflde.t l"11 Ottd of To.1st. Lo.Ader ttuil• fJ')(eaJlo and dcf~vcr \o QnlAlOt II <•ICll,. ot tn11 OttlHS OI fru11 !IM'''° wltaoto •tl:l4emcnla al tarm.na'lon ol MW rnun'*'9 •~lfMlf\4 0011 ftlc ovld•f'leil'Q ~uf's Mei0'1t:v 1n1cret\ m tho Ao"l.v •"' II•• P•.ontl P,npcrty How•¥•r. 11 1• "'1f·ffd via11t'le. peymanl o t •Ill' rite '"'d•bi.oness ~ pot!:l'lt1rt"•~ o t 5'1~1' oblqn\luuti &lut\l no1 Uitmln1l0 '"'*Oct~ o' T1uJI urffn lhe lem Md lntar..19 ~ft.•llld h•1eby t,-e rt'6.."tUd hy lerQe< tw e Ql'OPl't teca>l!Ji4~ lfl.!1\JUfl'IOl"lt An'! ftN'lQ fHt rtaUrod liy lhW ..l'u•• be p11ld DY Glantoci, II oemMl\ad h'v Atlr'•l:*tiMi\ lnW EVENTS Of DEFAULT. t.adi 01 lhc foUQwll\9, ot lt;ndor't Ol)llon. •h..--1 c;.c)l1'-l!IUta ,,. Eitttnl Of 0dlw!I \ttilJor IJ'lll OofKJ ol T1uGI P•Y'"'"' Oofa1.11t, Son()INef fv1ts lo make 1tr1~ payment wr.ar r.iu. Utldc• ll'lo tl'\dobt"anaa' Oltwt Def•u•~ Bortuwf!f Of Guu~or (ail'~ to campty W1l., or to pcrtont1 any other lttm o'ol; oaunn. CQ'lef!Anl Of co11U..1lon C.00\tllMd In tt'lte. Ot60 ot TrU1l or 111 ·~Of me Re"tblod Oocl.irnanta CM to t~Y wttn Of tu rwtrform "'Y wrrn. t>Litluollun. tov•nllf'IC OI c:>ndillJon cont·atnvd In 11.ny oito' ag1ecf'YliCfl\ bo\'wcf!ft l.Jtnocumanllt. O.faull CJf1 Olhl!f" hymenb Fe!luta oi ~n\Or-wt1hln the tlmft reo\IM'f!d DW 1Mt1 OlwJ «If Tt~ to ma.,• any P41Y'"..,, or any Olhcr paymcnt ~~ \IS vevert 6·1no d or 10 d!Cd. .,~..,vc o l an ~ tier'! '°" t11!H ot ·ASu••:u'lr.;i

Det.uM: i.,, '"'°' of Tfllltd Pwun. ShoulCt BouQW'Df"' at'ly G•111nJor def'autt urid., a11r m"' t«f'ntlnn or uedR, HQ.Inly q~ ~fcNuo n• ..-. ogneme~l OT anv olhef llg"f'en.tnt 'h f;avor oC r.rt'/ oc;Mr ued1:0t Of' ptif'IOf"I mat mat mlt4H~ •1{•'4 GI"/ Of Gonower'• nr D"''f Gt•nlQ('1" P'OCHMY at acrrO'fl'ef's ~it>' to ~pey Q')t lntMbWlne.u CM eono..wera 0t °'•"IA.If' •bl•11f to pof1'0rm r.pec:tr.e obio&~ "'*" U"ldef" V'I•• Daed ot TN!I u ~ ol U'4!!' R•lM 0aa.meftl$

MR.683 BALLENGEE00002076.03 DEED OF TRUST [Continuod) Page 4

hl&e .$ttteme11ta.. Any wanJinl)'. tefW"esent•lton or st1.1 emern l'l'\tdo °' "''nlJtlocs io Undor by 8ofTQWef or ~'°" 0t ori BoncMf!<& or C~klt"• beh.alf Ul'lder l\tS Dttd of rruat 0t It,., ~'od Oow"'°"ta ts fa!-. Of ~'f\9.., any--~ ros~ l!ldlher now« ill 1he tilT'e midi Ct ~Of ~ f•b.e ot ~el Mt)! llmO ~toaftiit Dirfedh• ClilakotalluUon Thh Deoel ot Tn1U ot flf'Y ~ m. ~at.d l'lot:uir~s CU.Ht to De ;n tu.II k;tc;v .nd cffed (~ •.itJte of •"'I odlotor'lf documtirt to er.ala•~~ Md ~M ucuncy tNoreQ OI tttrn) iiH 9fl)' lln• .nf b •ft) J....,. 0.11h or '"'*•""-'/·Thi ~!Ian ol ~~ (l"tl}tllldeas of Whet,_, -'~ 10 mniitt.t4 14 m.ot) _..y "'~ wwcr or Grat'!COr. \he~~• ~M."f for - , pat' or Son-o-.•·• °' Gflif'\tOft or~v••..., ~ t(M" &ti.e o• be.rd• of oe-d.i.on. .__,.., ~ ttM!w •'Oriiil.OUI or t~ ~~MY P"OQtedlll"l ~ •'Y ~I or~ tlM '11 01 ~'' &Mtow.. at c ..r.tor C.riedllar Of Flifftll\n ~- Ct,.~ of bcdowro Of totfG~r• p~t ~ D/ ~4"'A f'lot.8dlnQ set"-nefp. v twrp:metec)f1 Of Wf) - . rneehod ot ,,., uodtot" o• &omrw.• Or G.-wt~ cw bf~ 90'W""''""'ntal ~ 19AlnSl •"I' properiy ~ the tndeMod'°""u Th-s ~- • 9~"°" oA llll"V ol eowow.r1 01 ~cr's ~ ~ e.. E1#1 ol De{aAl ,.,_. r1ot ·~ 11 tn.H• •a good farn d .SOU'~ oy ear1o.rat or -Cbil ~11t1 .,.,-.,h L....o.r Hc»oVet. °'.,."Ot •• 'o Lt. v~y Of'~ o! .-. d#rn 0 wh.ch s h ba&'s ot litJ a~Of Of b"-...e ll'OCeOd rWJ w!d ti Botrow-.t °' °'""~ GV01 ltln$tt 'ollrlf'ttlen notice o' ~ cr.O.ior oc 'Gf'etU'e L e>tnc:eedr1g n Clf90Clll Wl&h L~ ttlLAD or• MMflt'I bend'°' m.e ert6tnr at fof'f..Cl,,lof11 PfO~. W\ en ...'1'WU11 b7 ln•t *"".J'!'Tiliined lf"I Its iole aiwelOf\. • O."iQ . . ~e ~..,._,c « bofld for the CtlP'!tAt ,,..., ot OfMf . .~.. Any aread'I ~y Bor-ro.« Cl Oranot llt'ICMI the tfll'l"ftl Of *"' ~4!· ~....,"""' ~ .... e~ or Gntfllor and IA-* Uiat • not titmCICM!d w.tt;;n ¥f'! or.iioe Otf'OCI orov'ldeO •~. 1•.0lMMJ ¥otf10UL "'" tal,.otl 1f1Y 9~n1 c:onctrW'9 tJA'f indilb**""',,, n·~ oh'.g,1ion ol BorrOl\'et or Orant~ ~ ~. w~ ·~now"' l.ele.r f'Yet1b Alfedl""" G\rwa"•or. Al'Pf ot ~ ~ccdin_g ~ ~ rnpwa '° viy ~or ot ltf'lf of N t'l'dltbtit~ tll" an,' 1 GUiw4"!tOt di!ts ~ be-o:omes lnCM\PO'Onl 1 or '°"'°"ts DCIO,llf'• tM ~'Y at, "'••~It \inoet Ill)' Gua-~y bl U•e llfldtblectneu Of disoules 1 ~ . .... Ctufttit., A maflltla.I adltttM d'lange oaur.- Ill 8onQ\ilo'&r'$ OI Gr~1">r"l Jnondel CIO"OUori. or ltrW' bol'°"'M 111• ~Peel of °' o•)'f'l"MtM penormaf'Ce o' tne In~ ill "'tpdtt$1J 9 tn1Kllrtty. L•~ 111 qoud faith ~"es h.ir iotac!Jnl RJOHll AND REMEDIES OW DEFAULT. ti an E....,... ol Oefoo._OCGl."5 UMlr ltl'f Ottd Of Tru\I, Ml *'Y ' 1nt0 Ut!')l'el.l'\er ffu4t.40 ar l,.of'\det '"'1'J 0 O'!OfC:lq P"Y °"' ~"'°"' ot ~e follOWtf'll.Hi~ Con1nJt.M00ttt1 Court. ot It no •ild~ ••e 1\9$ boan 6m1QN>lod, e t tna araa dasigna:ec1 In the fW'ltlc..e nf '\aJa Wftnlfl 1oe ~~. WlWetn lt1• hoi.111 of 10 00 AM ond "4:00 p PM on " ' fir&l Tutt4a)t 01 1,yy month afle-1 \tie Tni"lee or Its iiyill"' I~• QrMn notlc• o' th• time uM p..,c• ol 1.1t. ·~ OI the proP4!'1Y 'Ca b4t Mlkl as r ~•lred bY lhe Ttaas P;opert~ Code, a1 lll!l'!l a.me110ed G UCC .-~1.., With 1uoee4 to etl undef tN Uniform COmmora.1t Code °' any poirt ol llCI P~I P~, l~r ah.tit hi•• a~ UM r!Qhll 11td r•rnedkt• or• •""ured ~ny Col9':1 Ranll. M &dd•ltOl\lll ti.CO.Hy fot Die a~~OlOlll °' lhc lndd'.:r1tdt1n•, G,.f"l'lor ~tftby . . . . lo lol'ldof ... R1nt1 •• dt~ed .., i~e Oft·r.rtottlCM'IS '9Cllan Of lhl5Deedof1fUS:l l..endH sNiW Mole~ ngh1 tt O"f WM Ind k'tn °'O~ M E\lltfll ftJ UefMJ" M'I*! have oca.rred u~ th,, Deed of Trus1, lo c:cled Md rec:aW! tf'\e Ref'!ts londet &hd ~d• ""V notu ''""llflttod by a~1 law wln rog1ud to wO- l"rllotCOf"l"lenl ol Ua right to cdlect Gl\d f'900fle «he Rent.t. tn ackt!110n tt Vte Propon)' l l V8Clllfl1, IAncM '""J' rent 1)1 l8le ~ 1"~ 0 L..-. ~l not be ~.ti. for 1\1. la~ to '•"' the Ptopeny, to cotoa anv Re1'W, til' 10 ••l'fUM cM19enc:. lft Wrf ,,...';\ct rcl11•19 to.._ Rtnts L«dlr t.h.at bl ~e orly '°' Ra!nts ~!ff'°"''""' ~ ~r t\tt ftOI t1W!'l'I06 ~"°" n '*'~ or "'"*"d 'WIU'I '">' 7 "lt'f)td to en1 oca.c>e"'t ot &he Ptooeny Reft1 to toc:oNC'd '"'"' De ~ by t.eNMr r,,., 'o ,,.. r~~ ~ m ll'iC! °""'°'- _. ... INMbtaOMU, in •ud! aOl:I or~ H let!Oer shal ~ Md Ota ~""" Tn.t..-. f'owen G"iin~~ --~~ pn:H'J and~ aulhOnl'U lnCJ 4'"~• ffUtte.• to ... 6'I ot '...a&.i• 1f iin)' that DI! pMO tn "'8 Detto\ ot OC"tlO"I_. ~1' ah".Aed 10

'""I 6 6 or .. lot• ar ~rce·t M lr..J.\1ee may O&rr. e~enl tlf1d lo IUf'IC:iilMl dltea °' tJ•ew• ~ (Mil,...or '° C>O'\-IOn of h Ptape!tf iogellet ttto ouref\Mlf OI Pol'tr~ Of wCh ~ gooo 1nd COft"lieYlllOC ol fee ....pie: I.do,, or d '9ftO' --~. MCI Wt of .... "'° ... gntne.,..i. WICt'I QDWIOr'l111ll o( ~ w~·~ fl'IOQ'I Gr.m0f·~bc1'1a;f. lnr,oeYCR sMf ltUl(lil bl roq.i#od to ttVtnf ~ Of' CS.tolayM M) Mld1 .M49 ..."' ol ~ Pmpen:y _,be add al Midi Nia. The TtUStM ~ 5Uc:b . . Sf\ail ~· it'Wt p!ll)CM(OS 01 fte ul. ""1 W"atl _ . Ito,.... H ptOll'..cl.td bckwr P.,.men4 of ltw ~-.. P'1Ct notbe~lo~•t:er~~i>dltoeor~ '° T~ee. ~ 'i#'ll.IS~ Ille &8~\tJ Of~ , ... d ....... .,,, aUO\ .... ol IN Prooel1r. "weft ptf'IOn ""I

~ft~. Leridtt •hiili ~~ U-t- ;JJN to ~ a roc:orve- lppoir1'ea to \llli't Po1.~ ol •cw lll"Y pat\. at ttio PrQPC"'ty. wfill Ute 1'0WCll' \0 ptOtoct at'4 pt'fftrYO tM PtOpert"/, \0 oplifate f'wl PfOC~ prec;ea.rig ~d>lllfO O" A• "Id to ~ the R..n from tM P•operty .arod apptt tt'9 poctedS". CM!!'~ aM\18 the c:m1 ol ~ nw;e._,e•'5h•P. ilt,f~ Ihle Wctl4~ r,_ ~' may WV. vritl'wlul bond if p.rmitted by law l e-M!e(s ngM ~ OW ~ ol • 19UN'*" '""'' •*' who'*' cw not "'1 appe,..nt vMH! oA l'te ~ •aceeds ~ m~ by a subs~ llf00Uf1'- Empto,tnetil by l•noet th..'\J nol CMO.S.-Y • ~ lrorn "-""'01 M • receWer TtftUICY • t Svff••nca. If Citan!or rM"ll'l'a. .... PMMAiot\ or,.,. Ptop9(\y -~ INJ Pmoot1Y . . . . A pl~ lbo't'o OI" Ltf'ldtt otnorw\M bocomta e'11iltieo lo po:;;tfflicn ot ~ PropenyUpor\ dl!-faulC ot 8on'owet OI GBl'll.Ot. GtlnlfKQ\vd ~ • lcn.tnl •I 14.oflotlft£e olbndtc' « N ~~the Propttty •M """9, ac l &N!...I oOliOn. ~"'91 (1) OIJY. ".DOl\et'• rtflat 'or 1ho WO of tt!• P,~. (2j vacate U-a ?,werty fmmf"diattfy IJPll" 1'he demill10 ot l.tflC.'er, °' Cl) ff .11.dt toMrll ro"to to M'Otldll pot,MUO"I ol l!f"t ~ upori O!mfl'ICI. cha ptlrci'tUM stlaf be en~ltleo 10 IMt•Ulie .nc:t m•lntltJ'I lhe l&MU\Ol'y 6:dc>n 0, fof'Cibll MCty end d"4Ml'Wtr Ind PfOC\iN! I Wr11 or IX>~•ian thtfe\iode, Md Gt*""' 1a1.UteW)i w.Wa •II da~gqo: suMllMd b)' ,....on t.h~r-..o( °"""'' aqu,ly R1.n•6iH , TNiiea °' l•l"ICW .ohat have ~ oUiOf' ngtll °' '"'"

Sa.I• or lN Proptny To lhe e~\erit ~ll\il\tr.H Pruoorty Coo. w'" g rw.n .&htlil bo pnmo h1ulv ovld.,Kie of !he fact lhat 11.1r.h n011co WH 1n ' ' ' ' given. l'tt1011ill ana 1t1temen\s o! tuct In aiw notlc.o or ~ eny cOl\voy1i.r1c:e lo I~• O\lfthor.ot or pu,dil:&e1' of lM Ptcperl) II" any rore:doisu,o .sa11 vndtt' tl\111 Deed of r '"'*' 1111 t be pnmo l•do .~'""' of &he truftl o4 sUCJ'I fac;.... llf'tCI alt Ot'.,ftam.~n' ano r&e11.6lremena Mi.~Ury 10 thet v1111dity o l '">' IUC:h eulo ~U! bt ptHUmtd 'o r,nvo bMn ocrformco. Auy ~ undef the poWers ~~by u ~1s Deed nl Tru9\ al\11'1 be o petp•\uit1 bar agiWMI Gnionlm 1 Orriin1Ul"t hlth tUQ.;e-ilt('OCOMi ot *"' ... nf lh4t t>fopet't) (ii) ,.,,,, to the •,(f*'IM'I cl fOr9dOIUl't. Widudlf\D fNSOl\lbtt tM:t OI c.hrlrott p1kl lO di4 1t0'1e"'. lndud!iig bUt not um~tttJ lu h!at. 'or ertf01d"8 lt\o •ion, POl""'O '°'.-ale. •tt•no. or ~1&-11~ f'l.e Ploe>el'lt> ft>~ thDft to Ltrdlt tne ft.Al iMnOUIU ol th e lndob»dnesa. (e) 1non to ""Y •~t '9QU!Ntd by '"w to oo oaio bob-t P•Y~ lo GfltnkW'. ano (d) I~• bll•nce, U ... .,. lo Granlor A.ti.Of~· Feu: EJq.Nu. " Lender ~.tutu $f'V SI.ill Qf' 6Cllon lo ~lltcJlf-ca: ·n~ QI tho 10""• tJI m .. OHd ot T"Ntf.i lender 0. ent11\ed "'*" to t-="'l•f wc:h .um .n lhe mun mv adjUdQ9 0;~0 os Lond*I"• o~omoyw ' " ' •I ~•I •'Id upon l!t"f &Poea4 Wh4!:\h9f Of 1-.ot "'"' oourt eek>tt \s iw~ed - " to ftle e.litenl nol pu:h!MleO b1 taw 1 • • ,.."°"aa. OXC*\Y:I l,endt;r R:a.!Fli lhitl lu Lendet·• q>""an we neceuwy • I •n~ time tar tn. protoctlorl oi r:tt: hi.Meri Of Jt\f en~menl 01 !ls r

MR.684 BALLENGEE00002076.04 DEED OF TRUST (Continued} Page 5

~lhOJ1 hm•laLan. hawe.. er ~t:Ttcd ID illly iinitb under ~pfic.tblc law, Lcndc:ll"s tHtonclblt llitorf'l•yl' IMS ~ lMdeB lego,I txPS'IKS. ¥rif'lell'Wlt Of' na. ltlefe h. • t.wM. nduding L.e:ndet't: reoson.aMO: •tiom.-,•' lffl mnd •APOftM• for Mnk/uplJc:y Clf'OteeClt'lgs (lrldudlng ctbt:. to nt0d1fy 0t ~fet'o eny 01,.tomatlc: :atoy oririundlor1), IP4>Mk, tnd II') •nlietf'A1'1d l'M"''-iudornenl eolloclloo aurv1e••· the c;o11\ ot MelCtlor.g r•CoRS•, o~ ttd1 t'Op«l.t (1t'ld"'7ilf'l9 fQf~ f"eootftl aUNe)'OtS tePQtU1 ltlCI llRlfltUf lu.- tJti. '"-"Ur.,...,., end rees for iN! Tn;tlet \O ~., •donl ~ ftY ~

Powtn Of rf\ISIM. IOdecw'l 10 .. ~ Of T,U61ff arlllng N I ~of bw. TNIM "'Wll have UM ~ to b1iite tne ~.llC

Ral Pt-. lft ao~ 'Mtn r~ 10 U"9 ~t upon itie wntlftn: roq~\ aA l..""- ~ Gt9'dOt "'<""'"'9 h> 4odic61- ol - ' " « - (•> '°""" jlf\ CWfl:f.'llt'W'Q et"CI ftinQ • "'~or QfaJ at ttie. ~lo ... pubk. ibl ID"! In Ol"""'10 ""Y ,...,.... ~ ON""!! ••Y , . . _ v "'h:: Ro8t PY'Openy-, Md (c) I'>"~ ry ~__.,OT~ ,.._em.t11 eftec'11't9 o.._ O.CO o• T•uM 01 U'lo ~lot'Cl"ll Of una~ !hi& l..,._ 0 DMdotTru&t ~-· to Ho''"' la nololl< O"\'-Woft-Of ol I. . ~y OI U.o ..,....,.._.._ ol a,........,.. ""Y 1Wt1 If~••~ u.- •:.t:tll'flll teQl.Ued b) etceoc '°«he L

-d -~ 4•w orb) wnnon Agl'ctmcnl Tn41M. '"..-od1'.lon lo lN "9ht• •~ r&med u sa\ forth aixr.e.. wlllll •M4't'l.J tu et or -"Y Mr\ of h Proporty "'-T"'tt.. &>\IJ Nvti •~ "Oht lO bec:IOM ny nooce .and s,alie. •f"d ~' shill! ,,.,., h! llght &o kndosc by ,u&olf tot~•. '" Ml'!iet' taM In 9COtWdlna!I wftn """'°Ille UI """'"' tr •-.hie ra.. Sv~\lttM rn.i. - .. Lonckti. at lCJ'lder"1 ClpllClln, ftor1t ~tot,,... ano ft\Ofe 1h•rt onc1 ml)' itoPQllOI _, w.clng • toJC,Cb.W Of sub\ln..Ae 1 crustoo Wl'th or'Mlhout cau5e, mdUdirtg ,.,. reM~~. able.nee, Oe•lh ll'ltJ:)illy, r9"61111 Of r..i.,,.. •u •ci ~ lho Trutloo T"- ~SO' or 1 tUb&tlUl9 t'UOtMUIO ~l •VeJ ft!IQU1riog llhe r~--ql\IKlon °'the fon"Mr lf\.IMOO Ind ~hcM wty fOf"l'ML!ty titOt:P• tar me t~IOJflnn and ac:kno'W\ed.gm•n' of lhe ap~,""'""' 0y ~Oltflerioery or th• Dooo ~ Tru" T'too tuccn•a. or .,,btfitvt• 1ru1taa $J'\lll thel't sU(.Clpd to all '4ght1, oblgil\len1, end dvlie.s of ll'K!: 'Trvstoe Tt~·• apooll1tme111 rri•'I M m0 °" Lena•r'I oehat1 t>; lht ~atdoM. •Mt '-"ce 9 Pttr'lldenl. SeCIC'lofY, ot Ouhkir o• Londer NOTICES. My "ot.ce ,.qu""cl 10 be~ uodr:tt U\ls Dold cJf lNM. fltd.,dlr'Q w.ti,uvt ~ln1iatlon ,,,.,. notice of doraYlt tnd !M'l'f oot.ce of s.alf 0 tthl'I be grvtn •n W'l'!ting, MO Shall be ettecdve W'han Ol,:ttHt!I; deltveted., W~ef'l ac1ur»iy rooolved by 1..orat&ln'lllo (uNtu Ol l\eM1jll t-eQUW"~d ':J/ 111w>. ~tm o~ted with a naiiotlDffy rocogni.r.ltd O\um 'gtt courlot, Qt", It malled wtiM' ctopo.,\ed...., t,,• ~ .SietH m.1111. 115 fl1•l d.l~s. atna~ed Of ltl\lllhtfed Miijl P'$6Qe C°'ftpo.d 1 dlro.c:tod IO th • eddiH. .1 tho...., ntet thft tleQIMlrtQ or th• 00ed a( 1 ru'l Art'y J.141rlY mat Chengt) f\a •ddrtt )$ for notices undor t"'9- Ooocl or T'rust by 9iviirg lormel written Mllco- to the of Trut\ Nntndmtnta. lhi1 0.td of TNSI. fogeth~ WJth •nv Retatao Documttnu., l,A10111tut•a the emh undenwul•t'IQ ond 1qretr'l\4nt of me parUM. ti10 lh• malltH• se1 f(lrth fn tt11s Deed ol T rust, No 8.11-e\iof1 ol or MtO~cif'l\cnl 'a thla Ottod of l'1JP •hia, bo enec::1,~ ltnliJS.tt Qjyen In p !l.TtllnQ llnO signed b)' lne parw Of oanin swgt\t 10 be cha1ged or oound by die •h•Mlltlon Ot am~en• AMuat lteportt, h tno P rapcny Is U!ed fo1 PIJri>Olfl Qfhet ttt•n Gt'MtOt"& 'eio°Clenc•, G"'nlOP ahiil fumi..n to l encJe,1 upon roq\le.-t, ., G certsried atatamonl of ne4 operat..ng 1..-:ome r.c«v-.t tmm U\e Propcny duMg G t lM'IHH"> Pt•vlOUJ fllQlt vear ki 11..1d\ rOfm Ind d•\il.A n l.lndtf 11'1111 r~u!re 9Nec O(leti\tl"'O tncotne"' &hall mtln -&II Ullih ftl~t> ft-om lti• l"rfiOCrW •11 .it<.-" ")j~kJrn mad• ~rt cMnettlOO wlUl ~lie ..,....... "'Int Pt~ll)'. CIPClon HHc;J~ °' °'t*c.pcklfl N.ld'ngt In tN;; OoGCI of TNtl at• t ()I' ccnY..,-i1.,nC* lli~ t)t'ly and lft nol lo bo -...9'.! 10 "•·f'f.lf'eC or define 01opro'f'1~ OoocscfT,,..a. 0 ,.,,..,, f,.._,. shiJI be l'IO metg!!'lf OI ltle ll'IC'll!fflA. or Mti'te Ottlted by ..... Deed Cit TN:al Wll~ Af'Y Ohw ~,... Of' . .tl•t In tn. Pfopf.tty Jn any ~e N!tO b'f or fOf ~ bef"lofit ol l endM i1 •ny up-.ai.01y, """'lt1001 h wnUOf'\ co~ ol 1..#ndrtf 7 °'°'"'11'mci l..,, Thi.I 0..d of Truti wA:t bt c~d by flldl,.t law IPf'I CJ!lbM tc l~ and. to h t11lirnt Dt'~td by flde't• I••• UM t.w. cf cht S'-l• of l•»:u •'khovt r-vw to ltt eonttkta ot llllll PfOYIMoft.I lW• OHid of ln.. .1 htM be9n •cuptff b)i l.Md" ~chit "°' 6 SUM o(T..n 4 Joi'.ftt arid $tflfM Litlbcl~. AM CJ!b;91t!OM ol Bcw"rt'fWllrer end 6.fatl10I' uMer ha o..d of Tf\ltt lhtl be fOf"' MO MY..,... M~ Ill 01t~eMH M) 7 Gtantor stiaN "llt"1" ACh •rd crire.-y &art.or and . . rc••nc:. to~.... ~ mNt\ •ten 8n3 O\llV 8of'ff)Wrref l'hli n-.:.... lhal oKf\ C.WW' ,qwig ~ ~• ~e- for s.t obiigJ:..or?s "'"'5 OHO af tru&: Wt.1,. ltl'rf on• or moni ol N pa.n.es • • ~ '""loJ bborf'f ~ °' .ttontw "n'd'; ,.. • "°' ~ b lwtlCJrt to ~e "'*> "'9 poNCWt at lhe Gfflcenof.,.,., '°'°°""°"' dlhiaOf"& ~ ~ - os ..., -agenrs: ~ O' ~'•'-IO tu .a on tr• eM.tf'• behalf. IWWIS _,, ~"JMl!GM n!tl!» nr Q't':Mlki 11'1 N'~ uron ltrfl' P'Cfeutd ~M of .With~..,.., De ~eod ~ """"~of lruct Mo Watnf try""-'" ' l•f'def ,,~.Ml ue, ~ toNw ~ M"; . . . ~""' ~ Q( TMI Wlliht454Kh ·~·er ... ~ "'~g .,_,, tonitd Dy LeflOe' Ne ddat o· ~~ on I.he Daft ol lendM "' "'9td~ arty t ~1' a"9111 OP6tl!M M • wOINf/if ol SUCh r.gN or- any ..,,., 'Ill~· ,.,,...,.,., Oii llrdo< "'•""'""'"" n1 ,., Oe@dCl l.,,.1.t.1""' ,.ClU"°'.....,.., by!...- ""'_,, co..nt of ~ ~ L9"0it" 1-'\d (;mi.CU., JlA '"°"'i.t..f,e • ._oiwcr o1 MJ of Lora.fa~ Cl cl #'ft o4 &M"ltn ~~ 1:1 '6 *"Y fl.11ure. t"anncUom WhlHI~' th• CO"l.M:l'll of lort<* 1$ toaulr9d U..- this DMd of f""4. IMO""'~ of IUd1 CDnHnl by lencHr tn "f'Y ~--~ •11.1161 no1 t;anatilulilJ c.»n•nu'"g COflsOl"ll lo a.Os.qu•nl "''t.Mc:ff i#lf1•re- M.ICl1 conHnl I) 1eQJ.19\I end n al OMet a,,di OOMl$0'\l mlW' be 9fWlled or withnotd "" lne IC'e diserwtion Of ~ Plfmt M of k'ltltrHI and Feta. No':WlltlS1itnd ng Jlf!Y otti~ pttWlaion rJf ti'\.a o.td of Tru• t Of P"f P«W'l!On 01 a11y Relll\lt.;t Oooumtll!'1. Graiitol does 001 119At1 or ltll«Hld to ~ay• .cf LAndor dOOS flol f9t" cv tnloM to ~ ; CQllOd LJ\I, ~ or~ (Cdlecti...oly fllf1..m;d \o herein - -cnarge or GOlcd)1 any #nOUnl In lh• n•tUr. al intNf'1'1 di '" me na1ur1 of. ,.. for U\t it.dt.ttef'avtslOt't o r 1ru1 Deed U'f l 1u.t 1u be l i&viti, lllv6Md1 Ot Ul\etnfOtCer.ibtt M to atfY c"'cu.tmlonco-, Uia1 finding shall nol mHe tile o~~ t>fCWillOI'\ iMW\1111\ lov•lid 0' \;"'lenfQtcrublo ut to ""Y oth.r cllC!Um•ttlloe U le,u1ble the offending pra...lslon ~hall ca cal'lsto1red modified w th81 It boccMnG1 tegol. vo~d ano MforQHtM 11 IM otf f'l~ng pov!Moo c:annt>! tM!i ~ mcNlilt11d, It th11~ oe co.iis.1tkmKI d-61eted from t~le. 0000 oi 'Tri.JSl 1.Woat oth11Mit11t "•'l\.tlreu ov 1nw thv +l!ttQi1111\' i1wai1ahy , 0t unonlorccmb1i 1y O\' an)' p10'A& .lon or'"""' Ora~ of lru•t ""'' l\01 ""A·~ !tte N90a!l,Y1 11ah(t1"f ur enfOfr.eitbllly of •"'! o4hof P'°"'~on of 11,1, ~ot TnJtl 1ucc ..10,.. a!'d An lgn:t". sun..,cc to 4ny 11mha1kwls 1'1b1cd. In !hit O.od ol Tru.1 on tnmlle>t o f C1A~tofa 1nl•1~ . lhl• Deed otTn»I •1·!.illJ boo blnQitlQ uDOI) Mli lnute to Iha but\efit Qf tno i»• rlle.s, Uioir su«OtJsora • nd AHlgMt . U nw-ne"'111) Qt ll"IO Pt~y bcft(in'I05 lolt5'.0 14'\ a ~s.on otn11 Nn Gtan101. ltnd.or. Wl'thout nobc:. to Ctatttor, ,.._,~ Cft.ol w•th BrttntMI IUOCCi""'°" ~1! h ••fetre~ to Chi• Oocd 1.,~bte~us by woy al tarbear.tnc.e Of oil'.t•n.M>ti IMlhoUI rtitHlinQ Qf&nto. from tho oU-aaoJon• o f 'tw' Tr;u,1 IW'ld \h• Dotd of Trust Of l~lfy ...ndtH 11\e °' lndotModn.n. T~• '"of the !tHI'"- rt1Titt is or Ula e.ss.cnco m l l"cl porlhtrranc..e or !ti•• OD&d 01 11ott Of!FIHtTIOfd, TM fol~ atp\t:>l:rtld HOP"ds .-Id 1•""9 INI n..,..o tlic IOl.OM"9 n•O!'iltigt. ~n u. .d In In. OMd ot TnlsC Ul'llltl ...,.clftccltly atoktd 10 h ClOnl.nll'V t i rehr!fll'IC8I" 10 OC)'l-tr 1moun~ at1.tl me.,. lllNNl"U ,,. ~ l'f!Of'O'( of ftl• Unn..O $11'(#.S or Amer:m \Vords and ttf"'N uMd'" trie SlnO\llat Wtl tndUdc U~ pSurlj1l, et'ld tho ~'111 "-"'.. ~IM ttl'\Ql.A..,. MIN t.Ot'l'len mA~ roouue. ~etch Md 1cmts not DltwwiM oe1!inea in U'I~ Offd ut l'nnt $\aJ have tho mo:i:nlfl.ga. •~t«f to tuen tfllfl'M !,, tho u111o.m Cunfft~ Cod•· lkne~. The WOid "'Benel.oat'f' n"WlllS lPQj' captal Bat!t N1i.orwl AaodMion. tnct •" IUCCO..°"' 91'\d l"'(IAI 8°"owet. Thi ~ °3(v~ rTltlW\S 6MJ.9\GEE INTUl(STS UC Ond ~· .. CO·~ 9ftd O>-rM.. Ma P;frtln!ll l'I• H"'• «Id •l

MR.685 BALLENGEE00002076.05 OEEO OF TRUST (Contlnuod) Page 6

It.tit '4JC:rMMXS trld HISgn$. O..d of Trual. The ....ad• '"Ocod of Tryst• meatl thlt Deed ol TfVlll •n IJtlefj-0.'o'-'•· !°Mlt~ uws,. -n- WC'dt ·Envvonmenta Lawt. mean MY .vic1 11 ...we•• f.O.at eno local atMIAH, ,.,,.,_to'!, enct ordfunces relllllng 10 1M ~rut..._ of.__ lie...,, Cl' me - - - ~ ~- ll>o C_.......... &w.--.. R.qionw, ~'"""""·...., W-y Act o11960......- . •2 uses......, 960,, •• - rce11Ct.A'). -.. 5\lpO<'und-. w _,._.....,llclol19t!6,l'lll>.LNo 119-49ll('SARA1.llo-1Aaional• 1.....-l.OIACI. •llUSC - l l l C l l. •1""1. CM A~ Cont~_, lt!d Reco,.ry IV:1. '42 u SC Secw>n 69()1 el ..eq . or Olt'lt •~ ,._. or roiD.-~ b¥.·._ ru.~ or r119u&.11aM. ~fllld pu-s~ O\en!to £wm ol o.JeuM. Th4t WOfdf ~ d ~:1..fl· ~any of U-e *Vtnt-1 ol ck(M.I• ... f0t1'1 llf'I ~hts o.ed °' TNIC lift tn. •¥el'Q O' dMIOn P9ftY of_,.., ct tlA oft"°~ L Guw enry, ft'leo 'NORI "'GuilrM't)"" !'Mana the ~~ n-om ~ \o lv""* ~ Wl\nOUI lllrr;t.1,lon a glJAtanr) ol ilA or '*1 ot b N04o ....,...,, $11b•t.trt<.4t. The ~ '1ia:Jal"dQug ~- mun ma.\eJla..a th•L bOCaf.IM ~ thl.r ""'"'"Y· conm"~ °' ~. :;,~tyat~~~::s':Po:J ~=- !.:='~r:. =:~ SUDitaflC:OS' ert "'"'6 lft the> :::::;',,:°' ~ ~= WJtl'Y broKe.tt sel"ISG .,\I t~o ~out 1.m.t;;1"°'1 .,y w\d 11 hl.t""°'1t « lo'CIC iwl>SC.ancin. "9Jten.all Clf' 1 watto oe dafnod bV « lAtod ur'ldlf N Em'tronmental lawl The 1erm ·Hlivu~ So~anrAt* •IC tnauou NllhOlll flmhaUon .,.ole..sm end plltdovm by-produdJ I;)!' lt1Y •ac:llot1 'f'\ef"°' .no ~ns 1 ~pnwem.•"ta. 1"he wor4 ·1mprove

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LIMITED LIABILITY COMPANY ACKNOWLEDGMENT

)SS I

MR.686 BALLENGEE00002076.06 v 0 L

1 1 9 0

0 7 6 9

Inst No. ·1s...ors12 DIANNE 0 . FLOREZ . COUN'T'Y CLERK 2015 Aug 26 al 01 :2'5 PM

By: ff N~~lY)C Y)-f b EVES COUNTY, TEXAS DEPUTY

MR.687 BALLENGEE00002076.07             ([KLELW³5´

MR.688 fflEO f0R RECORD REEVES COU.~T'i, TEilAS Aug W, 2015 at 01 :2f;:Oi:l PM NOTICE OFCONFIDENTrALITV RIGHTS: IF YOU ARE A .'MTURAL PERSON, YOU MAYRE.\10VE OR STRIKE ANY OFTHEFOLLOWINGIN'FORMATIO.I\ FROM THIS INSTRUMENT BEFORE lT I'S FILED FOR RECORD TN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY Nl.J.\1BER OR YOUR DRlVER'S LICENSE NUMBER. 0 GENERAL WARRANTY DEED ~-

THE STATE OF TEXAS § § COl..i'"NTY OF REEVES §

For a valuable considernfion, rhe 1eceipr of whicl1 is hereby ::i.cknowledged: ZANE KIEHNE, TANYA KIEIINE, and Z&T CATTLE COl\1PANY, LLC, a Texus limited lii:!hility company, (collectively. "Grantors") have granted, sold and conveyed and hy these prese11ts do grani, sell and c1mvey unto CENTURION PECOS TERMlNAL !LLC. a Texas lim ited lial>ilit)· company, ("Grantee"), whose ;iddress isl 7950 Preston Road, Suite 1080, Dallas TcxiL<; 75252, all of Grantors' iight, title and interest in and to the prope1ty described in 1-.xhibil A ailached hereto and made a ptilt hereof (the "Subject Lands"), together with al l buildings, stn1ctures, and improvements of every kind and nature in, on, or under the Subject Lands; all of Grantors' rights, titles and interests in all rights, tenements, hereditaments, easements, licenses, privileges, 1ights of ingress aJJd egress applicable to the Subject Lands, and appunenances perta:ining thereto; and all tights, titles and interests of Grantors in and to any roads, tights-of-way, strip8, nr g

A. There is rc~crvcd unto Grontors, and Clrantnrs' heirs anJ nssi gns fi1reYcr lhe l 7f fo llowing· D Oil. Gas and Other Minerals: All nil, gas . suspcntlcd funds, Jefunds and interest on ovc1due pa)111ents: \IV) rig.hL", <.;]3i.J11s and c11uses of action with respett 10 the sums de:;cJiherl in 11cm (11i).

GE!\!T:RAL \VARRA!•.rry DEED- Kichne 'Z&T C'a11k Comp11ny, UC rnd r1•111111i1111 P1•t0< Tt•r:11:11;iL I I (

MR.689 BALLENGEE00002078 I I including w1thout limitation claims for the underpayment of!royalties; and, (v) any other claims, demands, suits, causes of action, obligations, damages, proceeds, settlements and distributions iof whatsoever kind or character, lmown or unknown, relating or attributable to the oil, gas and other minerals.

This General Warranty Deed is made and accepted subject to that certain Oil and Gas Lease and Surface Use, Damage Schedule and Right of Way Agreement (collectively hereinafter refe1Ted to as the "Lease") dated October 23, 2014 by and between Zane Kiehne and Tanya Kiehne, collectively as Lessor, and KEW Drilling, as Lessee, a memorandum of which Lease was recorded in Volume 1125, Page 564, of the Official Public Records of Reeves County, Texas, as a.in.ended by that certain Amendment to the Lease dated January 26, 2015 (the "Lease Amendment"), a memorandum of which Lease Amendment was recorded on February 20, 2015 in Volume 1146, Page 306, of the Official Public Records of Reeves County, Texas.

Subject to the tenns and conditions set forth in the Lease and Lease Amendment, Granters and Granters' heirs, successors and assigns, for a p term of five (5) consecutive years from the date of this General Warranty r \J

Deed and hereby grant, sell and convey to Grantee all rights of ingress and egress thatthe Granters may possess or own, if any, to enter upon or use the surface of the Suhject Lands for tbe purposes contemplated by Section 0 A(l)(i) of this General Warranty Deed or any other purpose incident 7 thereto. Nothing herein shall be construed to prevent Granters or Granters' heirs, successors or assigns from exploring for, developing and/or 7 producing oil, gas and other minerals by pooling or by directional drilling 1 under the Subject Lands from well sites focated on property outside of the Subject Lands. Upon the expiration of five (5) years, Granters shall resume ownership of rights of ingress and egress to the Subject Lands herein conveyed to Grantee, and all of such rights shall revert to Granters.

2. Commercial Water Rights and Water Rights Appurtenant to the Surface Estate: All of the commercial water and water rights appurtenant to the surface estate of the Subject Lands, including, without limitation, water running or lying in streams or rivers, water contained in near surface aquifers, and water in lakes, sloughs, ponds or playa lakes (collectively, "Commercial Water Rights ").

3. Water Line Easement: An easement on, over, under and across the Subject Lands for the construction, installation, repair, maintenance, replacement and removal, including ingress and egress to one ( l) underground water line, which shall be located on that portion of the Subject Lands depicted on Exhibit 'E~ attached hereto and made a part hereof, for the sole purpose of transpo1ting water between the Gran tors' property adjacent to the Subject Lands and shown on Exhibit B. The specifications of the water line, including without limitation the Jocation, size, width and depth, and points of access

GENERAL WARRANTY DEED - J(jehne/Z&T Cattle Company, LLC and Centurion Pecos Terminal, LLC

MR.690 BALLENGEE00002078.02 including without limitation the location, size, width and depth, ru1d points of access (collectively, the "Water Line Specs"), shall be and remain in compliance wHh all applicable federal and state laws, ordinances, rules and standards of any governmental agency, including witl1out limitation the Natural Resource Conservation Service practice standards (NRCS) or similar standards as may be required by the United States Department of Agriculture (USDA), and which Water Line Specs, and any future replacement of the water line and future specs, must be approved by Gra.lltee prior to the construction and installation thereof, which approval shall not be unreasonably withheld by Grantee. l. Grantee shall have the right to relocate the Water Line Easement, as may be necessary, p1ior to installation of the water line by Grantors, and Grantors shall have the duty to maintain, perfom1 repairs to, keep clean and at all times safeguard those portions of tbe Subject Lands surrounding the Water Line Easement.

Grantors shall be obligated, at all times during the ownership and exercise of its Commercial Water Rights and use of the water line and the Water Line Easement on the Subject Lands, to use, maintain, repair and operate the water line in compliance with any and all applicable federal and state laws, statutes, ordinances, codes, regulations, rules and requirements applicable thereto, and the water being transported thereby, including obtaining any and aU permits as may be necessary and required, and to comply with any mies developed, adopted and promulgated by any ground water conservation distiict established in or applicable to Reeves County, Texas. G 4. Electric Power Line Easement: Granters hereby reserve an exclusive Power Line Easement over, on and across that certain portion of the Subject Lands, the current general location of which is depicted on Exhibit C attached hereto and made a part hereof, for purposes of access to and use of the overhead power 1ine also s1'10wn on Exhibit C which 7 mns vertically along the west boundary of that certain tract ofland identified on Exhibit C 7 as Tract B. Grantee shall have the unrestricted right to relocate the Power Line Easement at any time and from time to time so long as Grantee provides reasonable notice to Granters of the new location, relocation of the easement does not unreasonably interfere with Grantors' ability to access and use the overhead power line, and Grantee pays for all reasonable costs incurred by Grantors, if any, resulting from Grantee's relocation of the Power Line Easement. Grantors shall have the duty to maintain, perform repairs to, keep clean and at all times safeguard those portions of the Subject Lands surrounding the Power Line Easement.

B. Grantee's interest is subject expressly to all zoning laws, ordinances, covenants, conditions, restrictions, rights-of-way, easements and rights now existing under any oil and gas leases and all royalties, overriding royalties and other burdens presently of record covering and affecting the interests herein conveyed, including, without limitation, the easements, restrictions, and iights-of-way described on the survey in Exhibit C, and Grantee's interest shall also be subject to the following rights and restrictions:

1. Grantee Rights, Granters' Restriction:~: Grantee and Grantee's heirs, assigns, successors, partners, tenants and tenant employees, and other users, operators and commercial occupants on the Subject Lands (collectively, ''Grantee Parties") shall have

GENERAL WARRANTY DEED - Kiehne/Z&T Cattle Company, LLC aoel Centurion Pecos Terminal, LLC 3 -: /( ;~

MR.691 BALLENGEE00002078.03 (

and business operations conduated on the Subject Lands free and clear of any claim of Grantors or their successors and assigns pursuant to Grantors' Commercial Water Rights. Grantors, in exercising their Commercial Water Rights, shall not prohibit, unreasonably rest1ict or adversely or materially affect, Grantee or Grantee Parties' ability to consume, use, access~ dtill wells for, and construct facibties to distribute water on the Subject Lands for the purposes authorized herein.

? Grantee and Grantee Parties' Restrictio1Cls : Grantee and Gra11tee Parties L shall be prohibited from constructing any water depot(s) on the Subject Lands for the purpose of engaging in the private sale of water. Grantee and Grantee Parties shall be prohibited from engaging in the saJe of water from Grruntee and/or Grantee Parties to any persons or entities outside ofthe Subject Lands and from transporting water off the Subject Lands for the purpose of selling it. Grantee and Grantee Parti.es shall be prohibited from c -.J

competing with Grantors and their successors and assigns in any manner for the private sale of water. Grantee and Grantee Paities shaJI have no commercial water rights in the Subject Lands.

This conveyance is made and accepted subject to all matters of record for the Subject Lands. Granters, for tl1e consideration recited above ai1d siubject to the prior liens and the reservations from and exceptions to conveyance and warranty, grant, sell, and convey the Subject Lands to the Grantee, together with aJl and singular the rights and appurtenances thereto in any G wise belonging, to have and to hold to the Grantee, and its succes.sors and assigns forever. Grantors bind Grantors and Grantors' successors and assigns to warrant and forever defend aJl and singular the Subject Lands to Grantee and Grantee's successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof. 7 7

(Remainder ofpage intentionally left blank. Signature page to follow.]

GENERAL WAR.RANTY DEED - KiehnefZ&T Cattle Company, LLC andl Centurion Pecos Terminal, LLC 4 ,"} ;< (l .._ MR.692 BALLENGEE00002078.04 .vl ~ EXECUTED this I 1 L1 ~ I · L_ :- -!'~- day of August, 2015, to be effective as of the ~ day of · August, 2015.

GRANTORS:

~ 7 ane 1Gelme

Z&T CATfLE COMPANY, LLC comp;n/ /_ a Texas limited liability

By-~;~ Z 1e (iehne, Manager

7 7

t?

GENERAL WARRANTY DEED - Kiehne/Z&T Cattle Company, LLC and Centurion Pecos Terminal, LLC

MR.693 BALLENGEE00002078.05 EXECUTED this _ _ _ day of August, 2015, to be ef;rective as of the _ _ day of (1 ._,. Augusl, 2015.

GRANTO RS:

Zane Kiehne

Tanya Kiehne·

p Z&T CATTLE COMPANY, LLC a Texas limited liability t:ompany G

By: - -- - - - - - -- - - Zane Kiehne. Manager

GRANTEE:

CENTURION PECOS TERMlNAL LLC a Texas limited liability company

By: Centurion Logistics, LLC, a Texas limited liability company, its Man

Title: Manager

GENERAL WARRAN1 Y DEED - Kiehne/Z&T Cattle Compan~. LLC and Cemurion Pecos Terminal. Ll C

MR.694 BALLENGEE00002078.06 STATE OF TEXAS § REEVE'S § COUNTYOFMIDGAND §

This foregoing instrument was acknowledged before me this / 1 day of August, 2015 by Zane Kiehne, individually, and on behalf of Z&T Cattle Company, as its Manager. V Notary Seal:

KATHY KELTON Notary Public NotaryPublic, STATE Of lEXAS Cli'l'lilln<.t!'X'll, ay 8, 20\ 7 § § 9 § 0

This foregoing instrument was acknowledged before me this / 7 day of August, 2015 by Tanya Kiehne.

Notary Seal: p KATHY KELTON Notary Public STATE OF TEXAS My Comm Exp. May 8, 2017

STATE OF TEXAS § § COUNTY OF DALLAS § · ~ fl This f9fegoing instrument was acknowledged before me this _fi day of August, 2015 \!\ by l/Vn1).J1 Qtri£<) on behalf of Centurion Pecos Tenninal, LLC, a Texas limited liability company, as itsManager.

Notary Seal:

.4~1'1l'~,., - . --. /.r~;~v;, ANNE M. GROSS \\"): ' .i .,1 Notary Public ,">'~ ~~./ State of TeXqs ~ .....2f~.~· Comm. ExpiresOl!OB/2018

GENERAL WARR.ANTY DEED - Kiehne/Z&T Cattle Company, LLC and Centurion Pecos Terminal, LLC 6 ri L rt MR.695 BALLENGEE00002078.07 EXIDBIT A to General Warranty Deed (From Zane Kiehne, Tanya Kiehne and Z &T Cattle Company, LLC to Centurion Pecos Temlinal, LLC)

PROPERTY DESCRIPTION 299.325 ACRES

BEING A TRACT OF LAND LOCATED IN SECTIONS 73 AND 76. BLOCK 4. H&GN RAILROAD COMPANY SURVEY. REEVES COUNTY. TEXAS, AND BEING COMPOSED OF THE FOLLOWING: A PART OF A CAl.LLED 84.2 ACRE TRACT OF LAND AS DESCRIBED IN A DEED RECORDED IN VOLUME 860. PAGE 82. OFFICIAL PUBLIC RECORDS. REEVES COUNTY. TEXAS (0.P.R.R .C.T.); A PART OF THE NORTHWEST QUARTER OF SAID SECTION 73 AS DESCRIBED IN A DEED RECORDED IN VOLUME 825. PAGE 784 OF SAID O.P.R.R.C.T.: AND ALL OF A CALLED 109.58 ACRE TRACT OF LAND AS DESCRIBJ~D IN A DEED RECORDED IN VOLU1VIE 1080. PAGE 17 OF SAID O.P.R.R.C.T., AND BJ!~ING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A 5/8" IRON ROD FOUND WITH CAP STAMPED "TRANS TEXAS p SURVEYING'' IN THE NORTH LINE OF THE T&P RAILROAD COMPANY RlGHT-OF- ' WAY AT THE SOUTHWEST CORNER OF THE SAID 109.58 ACRE TRACT AND THE SOUTHEAST CORNER OF THAT 176.659 ACRE TRACT OF LAND AS DESCRIBED IN A DEED RECORDED IN INST. No. 14-03664 OF SAID O.P.R.R.C.T. FOR THE SOUTHWEST CORNER OF THE HEREIN DESCRIBED TRACT; 0 l THENCE N 32°08'23"W, WJTH THE WEST LINE OF THE SAID 109.58 ACRE TRACT AND THE EAST LlNE OP THE SA.ID 176.659 ACRE TRACT. A DISTANCE OF 1537.04 FEET TO A POINT FOR THE NORTHWEST CORNER OF THE SAID 109.58 ACRE TRACT AND THE SOUTHWEST CORNER OF THAT 100.00 ACRE TRACT OF LAND DESCRJBED AS A SAVE AND EXCEPT TRACT IN A DEED RECORDED IN VOLUME 1006, PAGE 1 OF SAID O.P.R.R.C.T. FOR THE MOST SOUTHERLY NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT FROM WHTCH A 1/2" IRON ROD FOUND W1TH CAP STAMPED "TRUJILLO RPLS 5358" BEARS S 58°03 '30" WA DISTANCE OF 0.91 FEET;

THENCE N 58°03 '30" E, WITH THE NORTH LINE OF THE SAID I 09.58 ACRE TRACT AND THE SOUTH OF THE SAID 100.00 ACRE TRACT, AT A DISTANCE OF 2639.42 FEET PASSING A 1/2" IRON ROD FOUND WITH CAP STAMPED "TRUJILLO RPLS 5358", IN ALL A TOTAL DISTANCE OF 2639.92 FEET TO A POINT IN THE COMMON LINE OF SAID SECTION 76 AND SAID SECTION 73 FOR THE NORTHEAST CORNER OF THE SAID 109.58 ACRE TRACT AND THE SOUTHEAST CORNER OF THE SAID 100.00 ACRE TRACT, BEING ALSO THE SOUTHWEST CORNER OF A 20.000 ACRE TRACT OF LAND THIS DATE SURVEYED;

THENCE CROSSING THE NORTHWEST QUARTER OF SAID SECTION 73 WITH THE SOUTH AND EAST LINE OF THE SAID 20.000 ACRE TRACT OF LAND THIS DATE SURVEYED, THE FOLLOWING BEARING AND DISTANCES:

N 58°03'30" E, A DISTANCE OF 527.87 FEET TO A 5/W' IRON ROD SET WITH CAP

EXHIBIT A lo GENERAL WARRANTY DEED IGebneJZ&T Cattle Co., LLC and Centurion Pecos Terminal, LLC

MR.696 BALLENGEE00002078.08 STAMPED "TRANS TEXAS SURVEYING" FOR THE SOUTHEAST CORNER OF THE SAID 20.000 ACRE TRACT AND AN INTERIOR CORNER OF THE HEREIN DESCRIBED TRACT;

N 32°08'32" W, A DISTANCE OF 1650.40 FEET TO A 5/8" IRON ROD SET WITH CAP STAMPED "TRANS TEXAS SURVEYING" IN THE COMMON LINE OF SAID SECTION 73 AND SECTION 74 OF SAID BLOCK. 4, H&GN RAJLROAD COMPANY SURVEY AND THE 0 SOUTH LINE OF COUNTY ROAD NO. 404 FOR THE NORTHEAST CORNER OF THE SAID 20.000 ACRE TRACT AND THE MOST NORTHERLY NORTHWEST CORNER OF THE . L HEREIN DESCRIBED TRACT;

THENCE N 58°03'46" E. WITH THE COMMON LINE OF SAID SECTION 73 AND SAID 1 SECTION 74 AND THE SOUTH LINE OF SAID COUNTY ROAD NO. 404, PASSING AT A DISTANCE OF 2034.62 FEET A 5/8" IRON ROD SET ·wITH CAP STAMPED "TRANS TEXAS SURVEYING" INTHEWESTRIGHT-OF-WAY LINE OF F.M. HIGHWAY NO. 2119, 1N ALL A TOTAL DISTANCE OF 2117.21 FEET TO A POINT FOR THE NORTHEAST CORNER OF SAID NORTHWEST QUARTER AND THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF SAID SECTION 73 AND FOR THE NORTHEAST CORNER OF THE HEREIN DESCRIBED TRACT, FROM WHICH A 1/2" IRON ROD FOUND WITH CAP AT THE NORTHEAST CORNER OF SAID SECTION 73 BEARS N 58°03'46n E, A DISTANCE OF 2645.08 FEET; p THENCE S 32°08'42" E, WITH THE EAST LINE OF THE SAID NORTHWEST QUARTER G AND THE WEST LINE OF THE SAID NORTHEAST QUARTER OF SAID SECTION 73, A DISTANCE OF 2645.36 FEET TO A POINT FOR THE FOR THE SOUTHEAST CORNER OF THE SAID NORTKWEST QUARTER AND THE SOUTHVvEST CORNER OF THE SAID SOUTHEAST QUARTER OF SAID SECTION 73 AND BEING IN THE NORTH LINE OF THE SOUTH HALF OF SAID SECTION 73 AND THE NORTH LINE OF A CALLED 120 ;" ACRE TRACT OF LAND DESCRIBED IN A DEED RECORDED IN VOLUME 122, PAGE 7 521. DEED RECORDS OF REEVES COUNTY, TEXAS FOR THE MOST NORTHERLY SOUTHEAST CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE S 58°01 '36" W. WITH THE SOUTH LINE OF THE SAID NORTHWEST QUARTER AND THE NORTH LINE OF THE SA1D 120 ACRE TRACT, A DISTANCE OF 13.20 FEET TO A POINT FOR THE NORTHEAST CORNER OF THE SAID 84.2 ACRE TRACT AND THE NORTHWEST CORNER OF THE SAJ[) 120 ACRE TRACT FOR AN INTERIOR CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE S 32°08'32" E, WITH THE EAST LINE OF THE SAID 84.2 ACRE TRACT AND THE WEST LINE OF THE SAID 120 ACRE TRACT A DISTANCE OF 1.61 FEET TO A POINT FOR THE NORTHEAST CORNER OF A 33.000 ACRE TRACT THIS DATE SURVEY ED AND A SOUTHEAST CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE CROSSING THE SAID 84.2 ACRE TRACT WITH THE NORTH AND WEST LINE OF THE SAID 33.000 ACRE TRACT OF LAND THIS DATE SURVEYED, THE FOLLOWING BEARING AND DISTANCES:

S 58°03'32"W, AT A DISTANCE OF 61.35 FEET PASSING A 112" IRON ROD FOUND WTTH CAP STAMPED "TRUJILLO RPLS 5358'\ AT A DISTANCIE OF 61.51 FEET PASSING THE WEST RIGHT-OF-WAY LINE OF SAID F.M. HIGHWAY NO. 2119, IN ALL A TOTAL

EXHIBIT A to GENERAL WARRANTY DEED Kiehne/Z&T Cattle Co., LLC and Centurion Pecos Terminal, LLC /]. \L {1" MR.697 E~ALLENGEE00002078 . 09 DISTANCE OF 933.83 FEET TO A 5/8' IRON ROD SET FOR THE NORTHWEST CORNER OF THE SAID 33.000 ACRE TRACT AND AN INTERIOR CORNER OF THE HEREIN DESCRJBED TRACT;

S 31°43'00" E, A DISTANCE OF 1432.68 FEET TO A 5/8" IRON ROD SET IN THE NORTH LINE OF THE SAID T&P RAILROAD RIGHT-OF-WAY FOR THE SOUTHWEST CORNER OF THE SAID 33.000 ACRE TRACT AND THE MOST SOUTHERLY SOUTHEAST (J CORNER OF THE HEREIN DESCRIBED TRACT; L THENCE S 69°42'07" W. WITH THE NORTH LINE OF THE SAID T&P RAILROAD COMPANY RIGHT-OF-WAY. A DJSTANCE OF 4421.63 FEET TO THE PLACE OF BEGINNING AND CONTAINING 299.325 ACRES OF LAND. THIS DESCRIPTION IS BASED ON THE LAND TITLE SURVEY AND PLAT MADE BY ROBERT L. YOUNG, REGISTERED PROFESSIONAL LAND SURVEYOR NO. 5400 ON DECEMBER 15. 2014. ALL BEARINGS RECITED HEREIN ARE CORRELATED TO THE TEXAS STATE PLANE COORDJNATE SYSTEM. CENTRAL ZONE (4203), NAD83 (NA201 l). SEE THE ACCOMPANYING SURVEY MAP ATTACHED HERETO AND MADE A PART HEREOF.

n u f 7 9

EXHIBlT A to GENER.AL WARRANTY DEED Kiehne/Z&T Cattle Co., LLC and Centurion Pecos Terminal , LLC

MR.698 BALLENGEE00002078.10 EXHIBIT B to General Warranty Deed _ (From Zane Kiehne, Tanya Kiehne and Z &T Cattle Company, LLC to Centurion Pecos Tenninal, LLC) v WATER LINE EASEMENT a [Attached hefeto] ·- ,r I

9 D

0 7 8 D

EXHIBIT B to GENERAL WARRANTY DEED Kiehne/Z&T Cattle Co .• LLC and Centurion Pecos Tem1inal, LLC

MR.699 BALLENGEE00002078.11 ~~~Q (·::~t ...'"J "~"... ;111 - i:1') t;:',::;:;1 1:.l (.!;l c::::1 ,..... ~':O "r-' N ~ ~

\,t. co """ 0 N lliiit".l'5iir_.. 400 0 400 .25 800 _ _ .. ""' • COMC~TUAL • 0 0

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MR.700 EXIDBITC to General Warranty Deed (From Zane Kiehne, Tanya Kiehne and Z &T Cattle Company, LLC to Centurion Pecos Terminal, LLC)

POWER LINE EASEMENT

[Attached hereto]

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EXH IBIT C to GENERAL WARRANTY DEED Kiehne/Z.&T Cattle Co., LLC and Centur ion Pecos Terminal, LLC

MR.701 E~ALLENGEE00002078 . 13 EXHIBITC

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MR.702 BALLENGEE00002078.14             ([KLELW³6´

MR.703 UNSECURED PROMISSORY NOTE (the "Note")

$1,500,000.00 August 17, 2015

FOR VALUE RECEIVED, Centurion Pecos Te1mimil, LLC, !l Texas limited liability company ("Maker"), promises to pay to the order of Ballengee Interests, LLC (und together with its successors or assigns, "P

l. PAYMENTS

l. l PRINCIPAL AND INTEREST

The out<>tanding principal balance of this Note, and all accrued but unpaid interest thereon, shall be due and payable in f\111 on September I,. 2017 or upon the earlier mat.urity hereof, whether by acceleration or otherwise. If the principal amount of lhe Note is not paid in full on or before sllch date, then the Note shall thereafter commence lo accnie interest on lhe unpaid principal balance at the imnual rate of interest specified above plus ten percent (10.0%). 1.2 MANNER OF PAYMENT

Al1 payments of principal and interest on this Note shall be made by wire transfer or direct deposit of immediately available funds to an account specified in writing by Payee, or in such other manner as specified in writing by Payee. If any payment of principal or interest on this Note is due on a day that is nol a Business Day, such payment shall be due on the next succeeding Business Di1y, and such extension of time shall be taken inlo account in calculating the amount of interest payable under this Nole. "JJusiuess Day" means any day other than a Saturday, Sunday or legal holiday on which banking institutions in the Stale of Texas are authorized or required by law Lo be closed. All payments by the Maker under this Note shall be made without set- off, defense or counterclaim and be free and clear and without any deduction or withholding for any taxes or fee.s of any nature whatsoever, unless the obligation to make such deduction or withholding is imposed by law.

Unless Payee, in its sole discretion, elects to apply payments differently, all payments on this capital end note shall be applied in 1he following order of prio1ity: (a) !he payment or reimbursement of uny expenses, costs or obligations (other ·Urnn the outstanding principitf lialance hereof nnd interest hereon) for which either Maker shall be oblig~tt<.'"d or Payee shall be entitled pursuant to lhc provisions of this Note, (b) the payment (>f accmed but unpaid interest hereon; and (c) the payment of all or any portion of the principal balance hereof U1en outstanding hereunder, in 1he direct order ofmuturity.

Maker may, without fee, premium or penalty, al any time m1d from time to time, prepay all or any portion of the outstanding principal halo.nee due under this Note, provided that each such prepayment is accompanied by accrued imerest on the amount of principal prepaid calculated to the date of such prepayment Any partial prepayments shall be applied to installments of principal in inverse order of their maturity. Payments shall be first. applied to uccrucd and unpaid interesl acciuecl. al the time of such payment and then to principal.

2.l EVENTS OF DEFAULT

The occun-ence, at any time and from time to time, of any one or more of the following events with respect to Maker shall constitute an even! of default hereutider ("Event of!Jefi1ult"):

(a) If Maker shall foil to pay tlle full principal balance of the Note, together with alt accrued interest thereon, on or before September I, 2017, Maker shall fail to pcrfo1111 any covenant, obligation, unde1taking or agreement under this Note, or any

Cb- EXHIBIT

MR.704 representation or wmrn111y made by Maker in this Note, or made by Maker in any statement or certificate furnished by Maker, is untrue in any mak.·rial respect as of the dale of the issuance or making thereof.

(b) If, pursuant to or within the meaning of lhe United States Bankruptcy Code o_r ony other federal or state law relating to insolvency, creditors' rights or relief of debtors (a "Ba11kruptcy Law"), Maker shall. (i) be adjudicated bankmpt or insolvent or commence a voluntmy case m proceeding; (ii) consent to the entry of an order for relief against it in an involuntary case; (iii) apply for or consent to the appointment of a trustee, receiver, a~sig11ee, liquidator or similar official, or file a petition or answer seeking reorganization or an airnngement with creditors or to tttk:e advuntage of rn1y Bankmptcy Law; (iv) make an assignment for the benefit of its creditors; (v) admit in writing its inability to pay its debts us they become due; or (vi) file an answer 11dmiUing tlle mateiial allegations of, or consent lo, or default in answering, a petition filed against it in any bankrnptcy, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting uny of the foregoing. (c) If a C()Url of competent jurisdiction or otller \X)mpetcnl authority enters an order, judgment or decree under any Bankruptcy Law that (i) is for relief against Maker in an involuntary case; (ii) appoints a trustee, receiver. assignee, liquidator or similar official for Maker or substantially all of Maker's properties; or (iii) orders the liquidation of Maker, and in each case the order, judgment or decree is not dismissed within sixty (60) days.

Maker shnll notify Payee in writing promptly upon becoming aware of the occmTcnce of any Event of Default.

2.2 DEFAULT RATE; LATE CHARGE

Upon the occurrenl'.e (and during the continuation) of any Event of Defaull, at fue option of Payee and without notice to Maker, all accruc

If any payment required to be made under tllis Note is received by Payee more than five (5) days after the date when due, Maker agrees that a late charge equal to five per cent (5%) of such late payment shall be immediately due and payall]e by Maker to Payee, and tbat such amount is reasonably estimated to compensate Payee for the additional administrative expense, cost aud other damages to be incutTcd. hy Payee in tile administration and processing of this Note.

2.3 REMEDIES

Upon the occuJTence of an Evenl of Default, Payee may, at its option, (i) declare the entire unpaid p1incipal balance of this Nole, together with all accrued interest thereon and all other amounts payable hereunder, Lo be immediately due and payable regardless of any prior forbearance, without presentment, demand, protest notice of intent to accelerate, notice of acceleration, or any otl1er notice of any kind, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED, ANYTHING CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING-, and (ii) exerci~e any and all rights and remedies avaifable lo it under applicable Jaw, either by suit in equity or by action at law, or both. Maker shall pay all costs and expenses incun-ed by or on behalf of Payee in connection with this Note, including, without limitation, all cosls and expenses arising in connection with Payee's exercise or enforcement of any or all of its rights and remedies under this Note, including reasonable attomeys' fees.

Except with the prior written conse11t of Payee, from and after the date hereof and continuing so long as any amount remains unpnid on the Note, the Maker covenants and agrees with Payee that (a) Maker shall comply with all laws, ordinances or govemmental rnles and regulations to which it is subject, (b) Maker shall froin lime to time ext.-cute and deliver to Payee such documents or instrnmenls as Payee ut uny time may reasonably request in ·connection with the Note, (c) Maker shall keep proper books of record and account in accordance with generally accepted accmmting p1inciples, (d) Maker shall pay any interest due on any note guaranteed by Payee to secure funding of this Note lo any tl1ird party as directed by Payee (e) Maker shall enter into a deed of hust, deed in lieu of foreclosure or any other instrument requested by Payee to secm·e Payee's guarantee(s) relating to any assets or real property acquired by Payee with the prnceeds of this Note.

MR.705 4. CONFIDENTIALITY

Tile parties each covenant and agree that, excepl as consented to by the parties, neither they nor any of their respective officers, directors, emplc>yees, agents or representatives, will disclose U1e existence or lenns of this Note or any of the other party's confidential infonnation to any lhird pai1y, except (i) as required hy law or regulation (including securities regulations), or (ii) to a party's accountants, lawyers, employees, advisors and representatives in connection with evaluating the tnmsaclic>ns contemplated herein or (iii) unless already in the receiving party's possession when sucl1 confidential information is disclosed or otherwise independently developed by such receiving party without the use of such Ct)nfidenlial information.

The rights artd remedies of Payt,-e under tl1is Note shall be cumulative and not altemative. To the m11xi111um extent pem1ittecl by applicable law, (a) no claim or right {)f Payee arising out of this Note can he discharg(..'(f by Payee, in whole

MAKER AND PAYEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RlGHT TO TRIAL nv JURY IN ANY ACTION, SUIT, P.ROCEEDING, OR COUNTERCLAIM THAT RELATES TO OR ARISES OUT OF THIS NOTE OR THE ACTS OR FAILURE TO ACT OF OR BY PAYEE IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF THIS NOTE.

6.2 NOTICES

All notices, waivers and other communications required or pennitted by this Note shall be in w1iting and shall be deemed given to a party when (a) delivered lo the appropriate addrnss by hand or by nationally recognized ovemight comier service (costs prepaid); (b) sent by facsimile or e-mail with confinnation of t111nsmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses, facsimile numbers or e-mail addresses and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number, e-mail address or person as a party may de.'lignate by notice to the other parties):

Payee:

Ballengee Interests, LLC 3838 Oak Lawn Avt.'JlUe, Suite 1120 Dallas, Texas 75219

Centurion Pecos Tenninal, LLC 1795() Preston Road, Suite I 080 Dallas, Texas 75252

MR.706