WHEREAS, on or about December 30, 2008, TVC, on behalf of and with the authorization andconsent of the Trust, filed Civil Action No. CV-2008-900751 (the “Lawsuit”) in the CircuitCourt of Tuscaloosa County, Alabama (the “Court”) asserting various derivative claims onbehalf of the Trust against CEP in connection with the Conveyance and Alabama NORRI payments. CEPhas denied the allegations raised in the Lawsuit.     WHEREAS, the Parties are aware of the risks, uncertainties, and costs of continued litigation,and now desire, without admitting liability, but solely in the interest of resolving all matters indispute between them, to enter into this Agreement.     NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, andintending to be legally bound hereby, the Parties agree as follows:**AGREEMENT**     **1. ****Cash Payment.** Within two (2) business days following the Effective Date of thisAgreement, RBP II will make a cash payment for the benefit of the Trust of one million, two hundredthousand United States dollars (US $1,200,000.00) (the “Cash Payment”). The Cash Paymentshall be made by making a wire transfer payment in immediately available funds to a bank account ofTVC as specified in writing to RBP II, in order to reimburse TVC and TAC for their legal fees andexpenses incurred in prosecuting the Lawsuit.     **2. ****General Releases.**          **a.****Releases to the CEP Parties.** Upon delivery of the Cash Payment and the deposit ofthe escrow amount as provided in Section 7.a of this Agreement, each of TVC, TAC, the Trustee andthe Trust, for themselves and their respective past, present and future officers, directors,managers, employees, shareholders, unitholders, members, partners, agents, attorneys, accountants,insures, parents, subsidiaries, related and affiliated persons and entities, predecessors,successors and assigns (the “Plaintiff Parties”) agree to and hereby release and foreverdischarge CEP, RBP II, RBO II, Robinson’s Bend Marketing II, LLC and each of their respective past,present and future officers, directors, managers, employees, shareholders, unitholders, members,partners, agents, attorneys, accountants, insures, parents, subsidiaries, related and affiliatedpersons and entities, predecessors, successors and assigns, including, without limitation, allpredecessors in interest of RBP II to the Conveyance and of each of RBP II and RBO II to the WaterGathering and Disposal Agreement (the “CEP Parties”) from any and all liabilities, demands,losses, debts, taxes, causes of action, obligations, damages, costs, attorneys’ fees, expenses,and/or claims raised or that could have been raised from the beginning of time through theEffective Date, including, but not limited to, any such claims based in contract, quasi-contract ortort (including negligence), any right to audit or to audited financial statements, any rights asthird party beneficiary and all claims asserted or that could have been asserted in the Lawsuit(the “Released Claims”). The release of the Released Claims is effective regardless ofwhether any or all such claims are presently known or unknown, vested or contingent, accrued or yetto accrue, or asserted in law, equity or otherwise; provided, however, the release does not releaseany obligation expressly set forth in this Agreement.
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          **b.****Releases to the Plaintiff Parties.** Upon delivery of the Cash Payment and thedeposit of the escrow amount as provided in Section 7.a of this Agreement, (a) each of the CEPParties agrees to and hereby releases and forever discharges each of the Plaintiff Parties from anyand all Released Claims, and (b) each of the Plaintiff Parties agrees to and hereby releases andforever discharges each of the other Plaintiff Parties from any and all Released Claims. Therelease of the Released Claims is effective regardless of whether any or all such claims arepresently known or unknown, vested or contingent, accrued or yet to accrue, or asserted in law,equity or otherwise; provided, however, the release does not release any obligation expressly setforth in this Agreement.     **3. ****Covenant Not to Sue.** Upon delivery of the Cash Payment and the deposit of theescrow amount as provided in Section 7.a of this Agreement, each of the CEP Parties and each of thePlaintiff Parties agrees not to and will not — either directly or indirectly — file, pursue orassist in any lawsuit or arbitration proceeding against any other CEP Party or Plaintiff Party thatseeks or pursues any Released Claim, provided, however, this provision does not prevent the filingof a lawsuit or motion to enforce the terms of this Agreement.     **4. ****Dismissal of Lawsuit.** Within two (2) business days after delivery of the CashPayment and the deposit of the escrow amount as provided in Section 7.a of this Agreement, TAC,TVC, the Trustee, the Trust, and CEP will jointly file all necessary papers and take all othersteps necessary to dismiss the Lawsuit with prejudice, with each party to the Lawsuit to bear itsown costs.     **5. ****Amendment to Water Gathering and Disposal Agreement.** Upon the Effective Date, theParties further agree as follows:          a. RBO II and RBP II will enter into a Third Amendment to the Water Gathering and DisposalAgreement in the form attached hereto as Exhibit A (the “Third Amendment”); and          b. TVC, TAC, the Trustee and the Trust, on behalf of themselves and their respectivepredecessors, successors and assigns, consent to and approve the Third Amendment; and          c. TVC, in its individual capacity and, on behalf of the Trust, in its capacity as thederivative plaintiff in the Lawsuit, and TAC, as successor of TVC, acknowledge, agree, and consentthat, during the term of the Water Gathering and Disposal Agreement as modified by the ThirdAmendment, the fees set forth in the Third Amendment do not exceed competitive contract chargesprevailing in the area for the operations and services provided for in the Water Gathering andDisposal Agreement.     **6. ****Agreement on Deficit Alabama NORRI Balance.** The Parties further agree (i) that asof September 30, 2010, the cumulative deficit Alabama NORRI balance in connection with theConveyance was $5,802,759.00, and (ii) that no further Alabama NORRI payments will be due under theConveyance unless and until the cumulative deficit Alabama NORRI balance is reduced to zero. TVC,in its individual capacity and, on behalf of the Trust, in its capacity as the derivative plaintiffin the Lawsuit, and TAC, as successor of TVC, further agree that (y) that all
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prior and current calculations, charges and deductions contained in such cumulative deficitAlabama NORRI balance are in compliance with the terms of the Conveyance, and (z) that that allprior and current calculations, charges and deductions contained in such cumulative deficit AlabamaNORRI balance, to the extent applicable under the terms of the Conveyance, do not exceedcompetitive contract charges prevailing in the area for any such operations and services.     **7. ****Irrevocable Bid for the Purchase by RBP II of the Alabama NORRI at Public Auction.**The Parties understand that pursuant to Section 9.03 of the Trust Agreement (as that phrase isdefined in the Conveyance), the Trustee shall cause the Alabama NORRI granted in the Conveyance tobe sold at public auction to the highest cash bidder, and that the bidders at that public auctionmay include any of the CEP Parties. With respect to that public auction, the Parties herebyexpressly agree and represent as follows:          a. Subject to the provisions of paragraph 7.c. herein, RBP II hereby makes an irrevocable bidfor its purchase from the Trust of the Alabama NORRI, at public auction, for an amount not lessthan one million United States dollars (US $1,000,000.00) (“Bid Amount”). RBP II furtherwarrants and represents that within two (2) business days following the Effective Date of thisAgreement, it shall deposit the Bid Amount into an escrow account maintained by CitiBank N.A. (the“Escrow Agent”), pursuant to an Escrow Agreement substantially in the form of the escrowagreement attached hereto as Exhibit B among CEP, RBP II, the Trust, and the Escrow Agent. RBP IIfurther agrees that it shall bear and pay all costs and fees invoiced by the Escrow Agent. RBP IIfurther expressly acknowledges that this tender and receipt of its irrevocable bid for the AlabamaNORRI — which constitutes RBP II’s guarantee, subject to the provisions of paragraph 7.c. of thisAgreement, to purchase the Alabama NORRI at public auction for not less than the Bid Amount —induced the other Parties to enter into this Agreement and to settle the Lawsuit, and that RBP II’sirrevocable bid is itself a material term of this Agreement. If the Bid Amount is the prevailingbid for the Alabama NORRI at the public auction, then RBP II and the Trustee on behalf of the Trustshall execute a Purchase and Sale Agreement (“PSA”) substantially in the form attachedhereto as Exhibit C.          b. RBP II acknowledges that it has made this irrevocable bid for the purchase of the AlabamaNORRI for not less than the Bid Amount prior to the receipt of the information described in Section9.03(f) of the Trust Agreement (“Alabama NORRI Information”). Such Alabama NORRIInformation shall be furnished to RBP II by the Trustee in advance of the public auction of theAlabama NORRI, and the Parties agree that RBP II shall have the right to increase (but not todecrease) the Bid Amount after receipt and review of the Alabama NORRI Information.          c. In partial consideration for RBP II’s agreement to make an irrevocable bid of the BidAmount and to deposit the Bid Amount into the escrow account prior to the public auction, theTrustee on behalf of the Trust agrees that the Alabama NORRI will be separately auctioned for saleat the public auction and the Parties agree that if a competing bid is received for the AlabamaNORRI that is higher than the Bid Amount offered by RBP II (the “Competing Bid”), RBP IIand all other bidders will have the option within (2) business days after receiving written noticeof such Competing Bid, to submit a bid that is higher than the Competing Bid to purchase theAlabama NORRI. The Parties further agree that if by 180 days following the Effective Date, (i) thepublic auction has not been completed, or (ii) the PSA has not been executed by the Trustee onbehalf of the Trust to convey the Alabama NORRI to RBP II, then
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(x) RBP II’s irrevocable bid to purchase the Alabama NORRI for the Bid Amount expires andshall be of no further force and effect, (y) RBP II will no longer be obligated to purchase theAlabama NORRI for the Bid Amount, and (z) the Trustee on behalf of the Trust will cooperate fullyto have the funds held in escrow pursuant to the terms of the Escrow Agreement released to RBP II.Any such notice hereunder shall be sent to Constellation Energy Partners LLC, Attention: CharlesC. Ward, 1801 Main Street, Suite 1300, Houston, Texas 77002; Fax No. 832 308-3720, with a copy toLisa J. Mellencamp at such address; Fax No. 832-308-3721 and shall be effective upon confirmedreceipt. The Trustee, on behalf of the Trust, represents that it will use reasonable commercialefforts to conduct the public auction within 150 days following the Effective Date.          d. The Parties agree that violation of the provisions contained in Paragraph 7 of thisAgreement shall cause a Party to suffer immediate and irreparable harm for which there is noadequate remedy at law. Therefore, the Parties further agree that in the event of a breach ofParagraph 7 of this Agreement, the non-breaching Party or Parties (including, without limitation,TAC and the Trustee) shall be entitled to enforce this Agreement so as to require the breachingParty to specifically perform its obligation under Paragraph 7 of this Agreement.          e. TVC and TAC, for themselves and their past, present and future officers, directors,managers, employees, shareholders, unitholders, members, partners, agents, attorneys, accountants,insures, parents, subsidiaries, related and affiliated persons and entities, predecessors,successors and assigns, agree that they will not directly or indirectly make, pursue, assist orsupport (i) any bid or offer to purchase the Alabama NORRI other than the sale to RBP II at publicauction or (ii) any further claims, litigation or arbitration against any of the Released Partiesin connection with or relating to, directly or indirectly, the Trust Agreement (as defined in theConveyance), the Conveyance, the Alabama NORRI, the Water Gathering and Disposal Agreement, and/orany other agreements relating to the Alabama NORRI and/or its calculation. After the sale of theAlabama NORRI by the Trust, the Trust and the Trustee shall no longer be a third party beneficiaryunder any contract associated with the Alabama NORRI calculation.     **8. ****Modification of Agreement.** This Agreement may not be modified or amended, nor anyof its terms waived, except by a writing signed by all of the Parties hereto.     **9. ****Multiple Counterparts.** This Agreement may be executed in one or more counterparts,each of which shall be deemed an original, but all of which together shall constitute one and thesame instrument.     **10. ****Merger and Construction.** This Agreement and the exhibits hereto contain theentire agreement of the Parties with respect to the subject matter of this Agreement, and supersedeall prior negotiations, agreements and understandings with respect thereto. The language used inthis Agreement will be construed in all cases in accordance with ordinary usage and meaning. TheParties acknowledge that each Party and its counsel have reviewed this Agreement and that no singleparty bears sole responsibility for the draftsmanship of this Agreement. Consequently, no rule ofconstruction to the effect that ambiguities are to be resolved against the drafting Party should beemployed in the interpretation of this Agreement.     **11. ****Binding on Successors and Assigns.** The Parties acknowledge and agree that all theterms of this Agreement will be binding upon and enforceable against any and all of their
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respective purchasers, successors and assigns, including, but not limited to, any purchaser,successor or assign of the Trust units sold or assigned by TAC, or any purchaser, successor orassign of the Alabama NORRI sold or assigned by the Trust, or any purchaser, successor, or assignof those certain oil and gas wells located on certain lands in Alabama that are currently owned byRBP II. TAC, the Trustee and the Trust further agree that prior to any sale or assignment of theTrust units by TAC, or the Alabama NORRI owned by the Trust, they will provide any such prospectivepurchaser or assignee with (i) written notification of the terms of this Agreement, and (ii) anexecuted copy of this Agreement.     **12. ****Confidentiality.** This Agreement and its terms and provisions are confidential andshall not be disclosed by any Party hereto, provided that a Party may disclose portions of thisAgreement, and only such portions, as may be required by applicable law, regulation or statute,including but not limited to the Trust’s obligations to its unitholders and in compliance with itsSecurities and Exchange Commission reporting obligations and CEP’s obligations to its shareholdersand in compliance with its Securities and Exchange Commission reporting obligations; pursuant to avalid order of a court of competent jurisdiction; as may be necessary to external auditors orcounsel or to permit compliance with applicable accounting or financial reporting requirements,including but not limited to applicable rules and regulations of the Securities ExchangeCommission; as required for the public auction as determined by the Trustee on behalf of the Trustin its reasonable discretion; as may be necessary in litigation seeking enforcement of thisAgreement; as provided in Paragraph 11 hereof provided that any such prospective purchaser orassignee shall agree to be bound by this confidentiality provision; as a notice filing in the formof a memorandum of settlement in the appropriate real property records in Alabama; or in any futurelegal proceeding that involves the Alabama NORRI.     **13. ****Non-Disparagement.** The Parties shall refrain from making any written or oralstatement, directly or indirectly, relating to each other, this Agreement and the actions that werethe subject of the Lawsuit, which they know or reasonably should know to be disparaging concerningany other party hereto or their respective past, present and future officers, directors, managers,employees, shareholders, unitholders, members, partners, agents, attorneys, accountants, insures,parents, subsidiaries, related and affiliated persons and entities, predecessors, successors andassigns, Each Party hereto also shall refrain from urging or influencing any person to make anywritten or oral statements, relating to this Agreement and the Lawsuit, or each other, that theyknow or reasonably should know to be disparaging concerning any other party hereto or theirrespective past, present and future officers, directors, managers, employees, shareholders,unitholders, members, partners, agents, attorneys, accountants, insures, parents, subsidiaries,related and affiliated persons and entities, predecessors, successors and assigns.     **14. ****Governing Law, Jurisdiction and Venue****.**This Agreement shall be governed by,interpreted and construed, and enforced in accordance with the laws of the State of Delaware,without reference to conflicts of laws principles. The Parties hereby agree that any suit, actionor proceeding against the other arising out of or based upon this Agreement (including any claimfor enforcement of this Agreement, including but not limited to the obligations set forth inParagraph 7) may be instituted in or removed to the United States District Court for the Districtof Delaware or a Delaware state court located in Wilmington, Delaware, and any appellate court fromany thereof, and each Party irrevocably submits to the non-exclusive jurisdiction of such courts inany suit, action or proceeding. The Parties irrevocably waive, to the fullest extent
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permitted by law, any objection to any suit, action or proceeding that may be brought inconnection with this Agreement in such courts whether on the grounds of venue, residence ordomicile or on the ground that any such suit, action or proceeding has been brought in aninconvenient forum. The Parties agree that final judgment in any such suit, action or proceedingbrought in such court shall be conclusive and binding upon the parties, as the case may be, and maybe enforced in any court to the jurisdiction of which they are subject by a suit upon judgment.The Parties further agree that in the event any Party commences a suit, action or proceeding thatarises out of or is based upon this Agreement, the Party prevailing in such suit, action orproceeding shall be entitled to reimbursement of its reasonable expenses incurred in such action orproceeding, including payment of its attorneys’ fees, from the unsuccessful party.     **15. ****Costs.** Except as otherwise provided, each Party shall pay all of its own costs,fees, and expenses associated with the Lawsuit and its settlement.     **16. ****No Waivers****.**The failure or delay of a Party in exercising any right granted ithereunder shall not constitute a waiver of any such right and any single or partial exercise of anyparticular right by such Party shall not exhaust the same or constitute a waiver of any other rightprovided herein.     **17. ****Effective Date.** The Effective Date shall be defined as the date of Final Approvalof this Agreement. “Final Approval” means the date on which the Order and Final Judgment approvingthis Agreement becomes final and unappealable, whether by exhaustion of any possible appeal, lapseof time, writ of certiorari, or otherwise.     **18. ****Termination.** In the event that (a) an Order and Final Judgment consistent withthe terms of this Agreement is not entered by the Court; or (b) an Order and Final Judgmentconsistent with the terms of this Agreement is entered by the Court but does not become final, theAgreement shall be terminated and shall become null and void and of no force and effect, unlessotherwise agreed in writing by the Parties. In the event of termination of this Agreement, thisAgreement shall not be admissible for any purpose in any proceeding in any court or tribunal. Inthe event of such termination, all proceedings in the Lawsuit will revert to their status as ofJanuary 6, 2011, and no materials created by or received from another Party that were used in,obtained during, or related to settlement discussions shall be admissible for any purpose in anycourt or tribunal or used, absent consent from the disclosing Party, in any other capacity.[Balance of Page Left Intentionally Blank]
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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed.       Trust Acquisition Company, LLC, a Delaware limited