Conveyance of Term Overriding Royalty Interest, dated as of December 8, 2011



 Exhibit 10.2 
 EXECUTION VERSION 
 CONVEYANCE OF TERM 

OVERRIDING ROYALTY INTEREST 
 From 
 GMX RESOURCES INC. 

as Grantor 

to 

EDF TRADING NORTH AMERICA, LLC 
 as Grantee 
 December 8, 2011 

 

			
	 This instrument prepared by:
  

Jeffrey A Schlegel
 Jones Day

717 Texas, Suite 3300
 Houston, Texas
77002
	  	 When recorded please return to:
  

Jeffrey A Schlegel
 Jones Day

717 Texas, Suite 3300
 Houston, Texas
77002









 TABLE OF CONTENTS 

 

							
	 ARTICLE I CONVEYANCE
	  	 	1	  
	 Section 1.1
	 	Conveyance	  	 	1	  
	 Section 1.2
	 	Non-Operating, Non-Expense-Bearing Interest	  	 	1	  
	 Section 1.3
	 	Royalties; Taxes	  	 	2	  
	 Section 1.4
	 	Termination	  	 	2	  
	 Section 1.5
	 	Delivery to Royalty Owner	  	 	2	  
	 Section 1.6
	 	Certain Limitations	  	 	3	  
	 Section 1.7
	 	Measurement	  	 	3	  
	 Section 1.8
	 	No Mortgage, Assignment or Pooling by Working Interest Owner	  	 	4	  
	 Section 1.9
	 	Title	  	 	4	  
	 Section 1.10
	 	No Proportionate Reduction	  	 	5	  
	 Section 1.11
	 	Government Regulation	  	 	6	  
		
	 ARTICLE II DEFINITIONS
	  	 	6	  
	 Section 2.1
	 	Definitions	  	 	6	  
	 Section 2.2
	 	Rules of Construction; Monthly and Daily Equivalents; Publications	  	 	14	  
		
	 ARTICLE III MISCELLANEOUS
	  	 	15	  
	 Section 3.1
	 	Nature of Production Payment; Intentions of the Parties	  	 	15	  
	 Section 3.2
	 	Governing Law	  	 	15	  
	 Section 3.3
	 	Successors and Assigns	  	 	15	  
	 Section 3.4
	 	Counterpart Execution	  	 	16	  
	 Section 3.5
	 	Further Assurances	  	 	16	  
	 Section 3.6
	 	No Subordination to Permitted Encumbrances	  	 	16	  
	 Section 3.7
	 	Partial Invalidity	  	 	16	  
	 Section 3.8
	 	Waiver of Jury Trial and Special Damages	  	 	17	  
	 Section 3.9
	 	Consent to Jurisdiction	  	 	17	  
	 Section 3.10
	 	Partition	  	 	17	  
	 Section 3.11
	 	Addresses	  	 	17	  
	 Section 3.12    
	 	Amendments and Waivers	  	 	17	  

 Schedules and Exhibits: 
  

			
	 Schedule 1 —
	  	Scheduled Quantities (in MMBtus)
	 Schedule 2 —
	  	Field Price for Gas
	 Schedule 3 —
	  	Field Price for Oil
	 Exhibit A-1a
	  	Property Exhibit — Description of Subject Wells Locations
	 Exhibit A-1b
	  	Property Exhibit — Description of Subject Wells Depths
	 Exhibit A-2
	  	Property Exhibit — Description of Leases


  
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 CONVEYANCE OF TERM OVERRIDING ROYALTY INTEREST 

This Conveyance of Term Overriding Royalty Interest (this “Conveyance”), dated for reference purposes as of
December 8, 2011, is made by GMX Resources Inc., an Oklahoma corporation (“Working Interest Owner” and a “Party”), to EDF Trading North America, LLC, a Texas limited liability company
(“Royalty Owner” and a “Party”). 
 Working Interest Owner is the owner of the
Subject Interests (defined below), and Working Interest Owner has agreed to convey to Royalty Owner the following described term overriding royalty interest in such Subject Interests. 

Capitalized terms used herein have the meanings given to them in Article II hereof unless otherwise defined herein. 

Accordingly, Working Interest Owner hereby makes the following conveyance and assignment to, and the following agreements for the benefit
of, Royalty Owner: 
 ARTICLE I 
 CONVEYANCE 
 Section 1.1 Conveyance. For and in consideration of One
Thousand Dollars ($1,000.00) and other good and valuable consideration paid by Royalty Owner to Working Interest Owner, the receipt and sufficiency of which are hereby acknowledged, Working Interest Owner hereby GRANTS, BARGAINS, SELLS, CONVEYS,
ASSIGNS, TRANSFERS, SETS OVER AND DELIVERS unto Royalty Owner a term overriding royalty interest in and to the Subject Interests and in and to the Subject Hydrocarbons attributable thereto that is equal to the Production Payment Percentage with
respect to each Subject Interest and the Subject Hydrocarbons attributable thereto (but not to exceed during any Month the Scheduled Quantities plus any Adjustment Quantity of the Subject Hydrocarbons produced and saved that Month), together with
all and singular the rights and appurtenances thereto in anywise belonging (the “Production Payment”). 

TO HAVE AND TO HOLD the Production Payment unto Royalty Owner, its successors and assigns until the Termination Time. 

Section 1.2 Non-Operating, Non-Expense-Bearing Interest. The Production Payment conveyed hereby is a non-operating,
non-expense-bearing limited term overriding royalty interest, free of all cost and expense of production, operations and delivery to the applicable Delivery Points. The Production Payment and the Production Payment Hydrocarbons will be free and
clear of, and in no event will Royalty Owner ever be liable or responsible in any way for payment of, any and all (a) costs, expenses and liabilities associated with acquiring, exploring, developing, drilling, redrilling, maintaining,
producing, operating, reworking, repairing, recompleting, and remediating the Subject Interests, or (b) cash balancing obligations or Delivery Point Charges. All costs and expenses associated with acquiring, exploring, developing, drilling,
redrilling, maintaining, producing, operating, reworking, repairing, recompleting, and remediating the Subject Interests and all cash balancing obligations and Delivery Point Charges will be borne by the Retained Interests and paid by Working
Interest Owner promptly, on or before the dates the same become delinquent. 







 Section 1.3 Royalties; Taxes. The Production Payment will be free and clear of (and
without deduction of) any and all royalties, overriding royalties, other production payments, and other burdens on production and will bear no part of the same; the Retained Interests will be burdened with, and Working Interest Owner will timely
pay, all such royalties, overriding royalties, other production payments, and other burdens on production. Working Interest Owner will defend, indemnify and hold Royalty Owner harmless from and against any loss or claim with respect to any such
royalties and other burdens on production or any claim by the owners or holders of such royalties and other burdens on production. Working Interest Owner will bear and pay all Taxes with respect to the Production Payment and the Production Payment
Hydrocarbons, and the Production Payment Hydrocarbons will be free of Taxes and delivered without deduction for Taxes. 

Section 1.4 Termination. 
 (a) The Production Payment will remain in full force and effect until the Termination Time. At the Termination Time, all rights, titles and interests hereby conveyed to Royalty Owner in the Subject
Interests will automatically terminate and vest in Working Interest Owner and, upon request by Working Interest Owner, Royalty Owner (at Working Interest Owner’s expense) will execute and deliver such instruments (in recordable form) as may be
reasonably necessary to evidence the termination of the Production Payment, provided that, notwithstanding the foregoing or anything herein to the contrary, any obligations which any Person may have to indemnify, reimburse, or compensate Royalty
Owner, or to make payments to Royalty Owner on account of Production Payment Hydrocarbons produced before the Termination Time, or to give reports or take other actions with respect to such Production Payment Hydrocarbons or such payments, will
survive any termination of the Production Payment. 
 (b) No pipeline company or other Person purchasing, taking or processing
Production Payment Hydrocarbons will be required to take notice of or to keep informed concerning termination of the Production Payment until actual receipt of a termination instrument signed by Royalty Owner as contemplated in the preceding
subsection (a). 
 (c) If any individual Subject Interest (or portion thereof, as applicable) should by its terms terminate
before the Termination Time and not be extended, renewed or replaced, then the Production Payment will no longer apply to that particular Subject Interest (or such portion thereof, as applicable), but the Production Payment will remain in full force
and effect and undiminished as to all remaining Subject Interests (and all remaining portions of such Subject Interest, as applicable), as well as to any new lease referred to in the last sentence of the definition of “Lease” in
Section 2.1. No Scheduled Quantity, Adjustment Quantity or Monthly Adjustment Amount will ever be reduced or diminished by reason of the termination of all or any portion of a Subject Interest. 

Section 1.5 Delivery to Royalty Owner. Working Interest Owner will cause the Production Payment Hydrocarbons to be delivered each
Day to Royalty Owner, or to the credit of Royalty Owner, into the facilities of the Delivery Point Recipient at the applicable Delivery 

  
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Point, in a condition satisfactory to meet or exceed all specifications and requirements of such Delivery Point Recipient and free of all Delivery Point Charges. Such delivery will be made on a
first priority basis (along with the other Subject Hydrocarbons), to the extent permitted by applicable Law and by any contracts existing on the date hereof, and Working Interest Owner hereby dedicates to the Subject Hydrocarbons all gathering,
transportation, processing, treating and compression plants and equipment (whether owned or possessed by contract right) and all contract rights and other rights useful in making such delivery and agrees that the same will be used to deliver the
Subject Hydrocarbons in such condition prior to being used for other Hydrocarbons belonging to Working Interest Owner or its Affiliates. Although the Production Payment Hydrocarbons are owned by Royalty Owner when and as produced at the wellhead,
Working Interest Owner will be solely responsible for causing delivery thereof to occur at the Delivery Points and for the handling, management and care of the Production Payment Hydrocarbons until such delivery has been completed and solely
responsible for any damage, injury or loss that may occur in connection therewith. To the extent it has the right to do so, Working Interest Owner hereby grants to Royalty Owner and its purchasers and agents easements and rights-of-way over and
across the Leases and all lands subject thereto or pooled, communitized and/or unitized therewith, together with rights of ingress and egress to go on or about such lands and all related production, processing, handling and other facilities, for the
purposes of receiving, accepting and taking Production Payment Hydrocarbons at the applicable Delivery Points and for the further transportation thereof. 
 Section 1.6 Certain Limitations. The Production Payment will be subject to the following provisions: 
 (a) Royalty Owner will look solely to the Production Payment Hydrocarbons for satisfaction and discharge of the Production Payment, and Working Interest Owner will not be personally liable under this
Conveyance for the payment and discharge thereof (although Working Interest Owner will be personally liable for the performance of its representations, warranties, agreements and indemnitees in the Production Payment Documents). 

(b) The Gas produced from the Subject Interests will be allocated first to the Production Payment, and the Oil produced from the Subject
Interests will be allocated first to the Retained Interests, so that the Production Payment Hydrocarbons will consist of Gas to the extent reasonably practicable. 
 (c) Neither the occurrence of an event of force majeure nor any other event or condition reducing or eliminating production or delivery of Subject Hydrocarbons will suspend the calculation and increase of
any Monthly Deficiency or other component of the Monthly Adjustment Amount. 
 Section 1.7 Measurement. Measurement of
the quantities of Subject Hydrocarbons that are Gas will be made by meters located at the applicable Delivery Points. All of such measurements must comply with then current testing methods of the American Society for Testing Materials or the
American Petroleum Institute, and all such Delivery Point meters must measure the volume of Gas (in cubic feet). The MMBtu content of such Gas will be determined by industry standard gas analysis samplings taken at least annually. Measurement of
Subject Hydrocarbons that are Oil will be determined under the applicable agreement with the Delivery 

  
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Point Recipient (or under the applicable marketing agreement with any Person purchasing such Oil at the Delivery Point) and, if such agreement does not specify measurement procedures, in
accordance with generally accepted industry practices in effect at the time and place of delivery using then current testing methods of the American Society for Testing Materials or the American Petroleum Institute. All measurements of Gas or Oil
will be subject to the rights of Working Interest Owner and Royalty Owner to audit and confirm such measurements. Working Interest Owner hereby represents, warrants and covenants to Royalty Owner as follows with respect to the Subject Hydrocarbons:
(a) lease level separation of Oil from Gas does and will take place prior to the measuring of the Btu content of such Gas, and (b) production of Gas and of Oil from each Subject Well is and will continue to be measured at a point prior to
any point where Gas or Oil from such Subject Well is commingled with Gas or Oil from any other well or wells that are not Subject Wells. 
 Section 1.8 No Mortgage, Assignment or Pooling by Working Interest Owner. During the term of the Production Payment, (a) Working Interest Owner will not mortgage, pledge or hypothecate the
Subject Interests or create or allow to remain any lien or security interest thereon or on any Hydrocarbons produced therefrom, other than Permitted Encumbrances, and (b) Working Interest Owner will not assign, sell, convey or otherwise
transfer the Subject Interests or any part thereof, unless in each case Royalty Owner expressly consents thereto in writing, the transferee expressly agrees to assume and perform all of Working Interest Owner’s obligations under this Conveyance
and the other documents executed in connection herewith (contingent, in the case of a mortgagee, upon taking possession), and such mortgage, pledge, hypothecation, lien, security interest, assignment, sale, conveyance or other transfer is made and
accepted expressly subject and subordinate to this Conveyance. Any purported mortgage, pledge, hypothecation, lien, security interest, assignment, sale, conveyance or other transfer in violation hereof will be null and void. During the term of the
Production Payment, Working Interest Owner will not – except as may be required by the terms of any existing or new Lease or by the terms of any Law or any order of a court or regulatory authority having jurisdiction, or unless Working Interest
Owner and Royalty Owner have the same or larger Net Revenue Interest in each affected Subject Interest both before and after pooling or unitization–pool, communitize or unitize the Production Payment or the Subject Interests (or amend any
presently existing pooling, communitization or unitization agreement with respect thereto) without the express written consent of Royalty Owner, and any purported pooling, communitization, unitization or amendment in contravention of the preceding
clause will be null and void as to Royalty Owner and will not have the effect of pooling or otherwise affecting the Production Payment. 
 Section 1.9 Title. Working Interest Owner hereby binds itself and its successors and assigns to WARRANT and forever DEFEND all and singular title to the Production Payment and the Production
Payment Hydrocarbons unto Royalty Owner, its successors and assigns, against every Person lawfully claiming or who may claim the same or any part thereof, including any Person claiming under a Permitted Encumbrance. In addition, and without
limitation of the foregoing, Working Interest Owner warrants and represents to Royalty Owner that: 
 (a) each
Lease is a valid and subsisting oil, gas and/or mineral lease, deed or other instrument covering the lands and depths described in such Lease (subject to any limitations as to depth or areal extent set forth in the Property Exhibit with respect to
such Lease); 

  
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 (b) the ownership of Working Interest Owner of the Subject Interests does
and will, with respect to each Lease, unit, formation, or well identified in the Property Exhibit, (i) entitle Working Interest Owner and Royalty Owner collectively to receive and retain a percentage Net Revenue Interest share of the
Hydrocarbons produced from (or, to the extent pooled or unitized, allocated to) such Lease, unit, formation or well equal to (or exceeding) the Warranted Net Revenue Interest Percentage set forth in the Property Exhibit, determined after taking all
Non-Consent Provisions, if any, into account, and (ii) cause Working Interest Owner to be obligated to bear a percentage share of the costs associated with operations on such Lease, unit, formation, or well that is no more than the Warranted
Working Interest Percentage set forth in the Property Exhibit, which share of costs is not subject to increase (except as specifically described in such Exhibit) without either a corresponding proportional increase in the associated Net Revenue
Interest or the right to receive immediate reimbursement for such increased costs from another owner of interests in such Lease, unit, formation or well; 
 (c) such shares of production, as reflected on the Property Exhibit, which Working Interest Owner and Royalty Owner are entitled to receive and retain, and such shares of expenses, as reflected on the
Property Exhibit, which Working Interest Owner is obligated to bear, are not subject to change upon Working Interest Owner’s or any other Person’s achievement of payout or some other measure of recovery of costs incurred with respect to
any of the Subject Interests prior to the Effective Time, except as expressly described in the Property Exhibit; and 
 (d) Working Interests Owner’s title to the Subject Interests, the Subject Hydrocarbons and the facilities, equipment, and all related contractual rights needed for the operation of the Subject
Interests and the production of the Subject Hydrocarbons is free and clear of (i) any encumbrances, liens, mortgages or pledges, other than Permitted Encumbrances and any liens and security interests being released concurrently with the grant
of the Production Payment, (ii) any preferential purchase rights (other than those that have been waived or the time period for exercise of which has expired without exercise) or requirements for consents to assignment (other than those that
have been obtained or waived) that would be applicable to or exercisable as a result of this Conveyance, and (iii) any other defects that would materially and adversely affect or interfere with the operation, use, possession, ownership or value
thereof as currently owned, operated, conducted and used by Working Interest Owner or, if not Working Interest Owner, the current operator of the applicable Lease. 
 This Conveyance is made with full substitution and subrogation of Royalty Owner in and to all covenants, representations and warranties by others heretofore given or made with respect to the Subject
Interests. 
 Section 1.10 No Proportionate Reduction. It is understood and agreed that the Production Payment
Hydrocarbons and the Production Payment Percentages will be determined based on 100% of the full Warranted Net Revenue Interest Percentages of the Hydrocarbons produced from (or, to the extent pooled or unitized, allocated to) the Subject Lands and
will not 

  
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be reduced for any reason except to the extent expressly provided in Section 1.11. Among other things, the Production Payment Hydrocarbons and the Production Payment Percentages will not be
reduced due to (a) the undivided interest owned by Working Interest Owner in a Lease being less than the entire interest in such Lease, or (b) the interest in Hydrocarbons or other minerals underlying any portion of the Subject Lands which
is covered by a particular Lease (or group of Leases) being less than the entire interest in the Hydrocarbons and other minerals underlying such portion of the Subject Lands. 
 Section 1.11 Government Regulation. The obligations of Working Interest Owner hereunder will be subject to all applicable Laws. Working Interest Owner will timely make all material filings with all
applicable agencies, boards, officials and commissions having jurisdiction with respect to the Subject Interests, the operation thereof or the Production Payment prior to or at the time any such filing becomes due. Should any Laws, any Leases or any
presently existing provisions in presently existing private contracts (including those limiting the size of overriding royalties and similar interests but excluding any contracts directly entered into by Royalty Owner) be applicable to the Subject
Interests so as to limit the portion of the Hydrocarbons produced from a particular Subject Interest which may be attributable to the Production Payment, the Production Payment will, as to such Subject Interest and for the period of time during
which such Law, Lease or contractual provision is applicable, be limited to the maximum amount of production from such Subject Interest which can be attributed to the Production Payment under such Law, Lease or contractual provision; provided,
however, should such limitation be in effect as to any one or more Subject Interests, then (without prejudice to other rights Royalty Owner may have) the portion of production from (or, to the extent pooled or unitized, allocated to) the other
Subject Interests which would be attributable to the Production Payment in the absence of the provisions of this subsection will be increased to the maximum extent permitted (up to 90%) to cause Royalty Owner to receive, by virtue of ownership of
the Production Payment, the same aggregate amount of Hydrocarbons that Royalty Owner would have received had such Law, Lease or contractual provision not reduced the share of production from such Subject Interest with respect to which the Production
Payment could be paid. 
 ARTICLE II 
 DEFINITIONS 
 Section 2.1 Definitions. As used herein and in the
exhibits hereto, the following terms have the respective meanings ascribed to them below: 
 “Adjustment
Quantity” means, during each Month, the quantity of Hydrocarbons (expressed in MMBtus of Gas and MMBtu Equivalents of Oil) determined by dividing the Monthly Adjustment Amount as of the commencement of such Month by the Field Price of
Gas for such Month. Gas included in any Adjustment Quantity will be measured in MMBtus and Oil included in any Adjustment Quantity will be measured in MMBtu Equivalents. 
 “Affiliate” means, with respect to any Person, any other Person that either directly or indirectly controls or manages, is controlled or managed by or is under common control or
management with such first Person. For the purposes hereof, “control” means the right or power to direct the policies of another through management authority, equity ownership, delegated authority, voting rights or otherwise.
For the avoidance of doubt, (a) Endeavor Gathering LLC is not an Affiliate of Working Interest Owner and (b) enXco, Inc., EDF Inc. and their respective subsidiaries are not Affiliates of Royalty Owner. 

  
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 “Bankruptcy Code” means Title 11 of the United States Code, §
101, et seq., as amended. 
 “Barrel” means 42 United States standard gallons at 60 degrees Fahrenheit.

 “Btu” means a British Thermal Unit. 

“Business Day” means any day other than a Saturday, a Sunday or a holiday on which national banking associations
in the State of Oklahoma or in the State of New York are closed. 
 “Central Time” means Central
Standard Time or Central Daylight Savings Time in effect in Carthage, Texas on the date in question. 

“Day” means a period of 24 consecutive hours beginning at 9:00 a.m. Central Time, on each calendar day, and
“Daily” has the correlative meaning. 
 “Delivery Point”
means the meter at each point of delivery of Subject Hydrocarbons into a pipeline or gathering system or other transportation facilities (including vehicles) of a Delivery Point Recipient, or any other point or points mutually agreed to in writing
by Working Interest Owner and Royalty Owner, provided that, for as long as Working Interest Owner, or its assignee is the purchaser of the Production Payment Hydrocarbons from Royalty Owner, the wellheads of the Subject Wells will be the Delivery
Points. 
 “Delivery Point Charges” means all costs and charges associated with the delivery of
the Production Payment Hydrocarbons into the facilities of a Delivery Point Recipient in a condition and at pressures sufficient to satisfy all requirements in the applicable contract with such Delivery Point Recipient, including all gathering,
transportation, marketing, treating, compression, dehydration, fuel and handling costs and charges. 
 “Delivery
Point Recipient” means, at any time with respect to any Subject Interest, the owner of the gathering system or transporting vehicles immediately downstream of each applicable Delivery Point. 

“Effective Time” means 9:00 a.m., Central Time, on December 1, 2011. 

“Field Price” means with respect to Gas the price per MMBtu of Gas for each Month that is
determined in accordance with Schedule 2 and means with respect to Oil the price per Barrel of Oil for each Month that is determined in accordance with Schedule 3. 
 “Gas” means natural gas and other gaseous hydrocarbons, including casinghead gas and the liquid products of gas processing, but excluding condensate and other liquid hydrocarbons
removed by conventional mechanical field separation at or near the wellhead. 
 “Hydrocarbons” means Oil
and Gas. 

  
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 “Index Rate” means the rate of eleven and
one-half percent (11.5%) per annum, calculated on the basis of actual days elapsed and a year of 360 days. 

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time. 

“Law” means any statute, law, regulation, ordinance, rule, treaty, judgment, order, decree, permit, concession,
franchise, license, agreement or other governmental restriction of the United States or any state or political subdivision thereof, of any Indian nation or tribal authority, or of any foreign country or any department, province or other political
subdivision thereof. Any reference to a Law includes any amendment or modification to such Law, and all regulations, rulings, and other Laws promulgated under such Law. 
 “Lease” means (subject to the depth limitations described in Exhibit A) any oil, gas and/or mineral lease described, referred to or identified in the Property Exhibit and any other
deed, assignment, order, contract or instrument creating or evidencing ownership of a Subject Interest, in each case as to all lands and depths described in such lease, deed, assignment, order, contract or instrument (or the applicable part or
portion of such lands and depths if specifically limited in depth or areal extent in the Property Exhibit), together with any renewal, amendment, ratification or extension of such lease, deed, assignment, order, contract or instrument. This
Conveyance will also apply to, and the term “Lease” will include, any new lease to the extent that such new lease covers any interest covered by any oil, gas and/or mineral lease described, referred to or identified in the Property Exhibit
if such new lease is acquired by Working Interest Owner or its Affiliates during the term of or within one (1) year after expiration of the predecessor lease (provided that no such new lease will be subject to this Conveyance if such new lease
is executed and delivered after the Termination Time). 
 “Lease Use Hydrocarbons” means any
Hydrocarbons that are unavoidably lost in the production thereof or that are used by Working Interest Owner or the operator of the Subject Interests or any unit in which the Subject Interests are pooled or unitized in compliance herewith for
drilling and production operations conducted prudently and in good faith for the purpose of producing Hydrocarbons from the Subject Interests or from such unit, but only for so long as and to the extent such Hydrocarbons are so used. 

“MMBtu” means 1,000,000 Btus. Unless expressly provided otherwise herein, all references herein to a quantity or
amount of Gas are expressed and measured in MMBtus. 
 “MMBtu Equivalent” means,
with respect to Production Payment Oil, the number of MMBtus determined by multiplying the quantity of such Oil (expressed in Barrels) by a ratio the numerator of which is the Field Price of Oil (expressed in dollars per Barrel) for the Day on which
such Oil was sold and the denominator of which is the Field Price of Gas (expressed in dollars per MMBtu) for the Day on which such Oil was sold. 
 “Month” means the time period beginning at 9:00 a.m., Central Time, on the first day of each calendar month and ending at 9:00 a.m., Central Time, on the first day of the next
succeeding calendar month, and “Monthly” has the correlative meaning. 

  
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 “Monthly Adjustment Amount” means zero dollars as of the Effective
Time. As of the commencement of each succeeding Month after the Effective Time (a “Calculation Date”), such term means an amount of dollars equal to the sum of the following: 

(a) the Monthly Adjustment Amount as of the commencement of the immediately preceding Month, plus 

(b) any Monthly Deficiency for the immediately preceding Month, minus 

(c) any Monthly Credit for the immediately preceding Month, plus 

(d) an amount equal to the notional interest that would accrue at the Index Rate on a principal amount equal to the Monthly Adjustment
Amount (if any) as determined as of the end of the immediately preceding Month for the period from and including the first Calculation Date to but not including the first Monthly Settlement Date following such Calculation Date. For a Calculation
Date that is the first Day in February, 2012, for example, such notional principal amount would be the Monthly Adjustment Amount as of the end of the preceding Month of January 2012 (i.e., as of 9:00 a.m. on February 1, 2012) and the period for
which such notional interest would be calculated would be the period from and including the first Business Day of February 2012 to but not including the last Business Day of February 2012. 

“Monthly Credit” means for each Month the product obtained by multiplying (a) the aggregate amount, if any,
by which the quantity of Production Payment Hydrocarbons actually received by, or sold on behalf of, Royalty Owner during such Month (with Gas calculated in MMBtu and Oil calculated in MMBtu Equivalents) exceeds the Scheduled Quantity for such
Month, times (b) the Field Price of Gas for such Month. 
 “Monthly Deficiency” means for each
Month the product obtained by multiplying (a) the aggregate amount, if any, by which the quantity of Production Payment Hydrocarbons actually received by, or sold on behalf of, Royalty Owner during such Month (with Gas calculated in MMBtu and
Oil calculated in MMBtu Equivalents) is less than the Scheduled Quantity for such Month times (b) the Field Price of Gas for such Month. 
 “Monthly Settlement Date” means, for each Month, the last Business Day of the following Month. The Monthly Settlement Date for production during January 2012 will be the last
Business Day of February 2012, and so forth. 
 “Mortgage” means the Deed of Trust, Mortgage,
Assignment, Security Agreement, Fixture Filing and Financing Statement from Working Interest Owner to Royalty Owner, dated as of the Closing Date. 
 “Net Revenue Interest” means a percentage share of the Hydrocarbons (and the proceeds thereof) produced and saved from or attributable to a particular Lease, Subject Interest or
Subject Well, after deducting all royalties, overriding royalties, non-participating royalties, net profits interests, production payments, and other burdens on or payments out of production, other than the Production Payment itself. 

“Non-Affiliate” means any Person other than Working Interest Owner and its Affiliates. 

  
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 “Non-Consent Hydrocarbons” means those Hydrocarbons produced from a
Subject Interest during the applicable period of recoupment or reimbursement pursuant to a Non-Consent Provision covering that Subject Interest, which Hydrocarbons have been relinquished to the consenting party or participating party under the terms
of such Non-Consent Provision as the result of an election by Working Interest Owner not to participate in the particular operation, provided that such election by Working Interest Owner has been made in good faith and as a prudent operator and in
compliance with the terms of this Conveyance and any other agreements made in connection herewith by Working Interest Owner and Royalty Owner. 
 “Non-Consent Provision” means a contractual provision contained in an applicable Non-Affiliate third-party operating agreement, unit agreement, contract for development or other
similar instrument that is a Permitted Encumbrance, which provision covers so-called non-consent operations or sole benefit operations and provides for relinquishment of production by non-consenting or non-participating parties during a period of
recoupment or reimbursement of costs and expenses of the consenting or participating parties. 
 “Oil”
means crude oil, condensate and other liquid hydrocarbons, including liquid hydrocarbons removed by conventional mechanical field separation at the wellhead but excluding casinghead gas and the products of gas processing. 

“Parties” means Working Interest Owner and Royalty Owner. 

“Permitted Encumbrance” means the following with respect to any Subject Interest: 

(a) lessors’ royalties, overriding royalties, reversionary interests and similar burdens that (i) are of record on the date
hereof, (ii) do not at any time reduce the share of production from (or, if pooled or unitized, allocated to) any Lease, unit, formation, or well set forth on the Property Exhibit to which Working Interest Owner is entitled by virtue of its
ownership of the Subject Interests (as calculated before giving effect to this Conveyance) below the Warranted Net Revenue Interest Percentage for such Lease, unit, formation, or well, and (iii) do not at any time increase Working Interest
Owner’s Working Interest in any Lease, unit, formation or well set forth on the Property Exhibit without a corresponding increase in Working Interest Owner’s Net Revenue Interest for such Lease, unit, formation or well; 

(b) operating agreements and unitization, pooling and communitization agreements described in Section 3.1(m) of the Disclosure
Schedule to the Purchase and Sale Agreement that (i) are in existence on the date hereof, (ii) do not at any time reduce the share of production from (or, if pooled or unitized, allocated to) any Lease, unit, formation, or well set forth
on the Property Exhibit to which Working Interest Owner is entitled by virtue of its ownership of the Subject Interests (as calculated before giving effect to this Conveyance) below the Warranted Net Revenue Interest Percentage for such Lease, unit,
formation, or well, and (iii) do not at any time increase Working Interest Owner’s Working Interest in any Lease, unit, formation, or well set forth on the Property Exhibit without a corresponding increase in Working Interest Owner’s
Net Revenue Interest for such Lease, unit, formation, or well; 

  
 10 









 (c) contracts and other matters that (i) specifically affect such Subject Interest,
(ii) do not at any time reduce the share of production from (or, if pooled or unitized, allocated to) any Lease, unit, formation, or well set forth on the Property Exhibit to which Working Interest Owner is entitled by virtue of its ownership
of the Subject Interests (as calculated before giving effect to this Conveyance) below the Warranted Net Revenue Interest Percentage for such Lease, unit, formation, or well, and (iii) do not at any time increase Working Interest Owner’s
Working Interest in any Lease, unit, formation, or well set forth on the Property Exhibit without a corresponding increase in Working Interest Owner’s Net Revenue Interest for such Lease, unit, formation, or well; 

(d) Hydrocarbon sales contracts on normal market terms that provide for an initial term of one year or less or are terminable without
penalty upon no more than thirty (30) days’ notice to the purchaser or are not binding on the Production Payment; 

(e) liens for Taxes or governmental assessments that are not yet delinquent or are being contested in good faith by appropriate
proceedings which effectively delay any enforcement thereof; 
 (f) materialman’s, mechanic’s, repairman’s,
employee’s, contractor’s, operator’s and other similar liens or charges arising by Law or contract in the ordinary course of business to the extent securing current accounts payable (owing with respect to goods or services provided
with respect to the Subject Interests) that are not more than 90 days past the invoice or due date, whichever is earlier, unless being contested in good faith by appropriate proceedings which effectively delay any enforcement thereof; 

(g) easements, rights-of-way, restrictions, servitudes, permits, surface leases and other rights in respect of surface operations that do
not interfere materially with the operation, value or use of such Subject Interest or adversely affect the value of the Production Payment; 
 (h) liens and security interests in favor of Royalty Owner; 
 (i) liens under any
mortgage, pledge or security agreement entered into pursuant to the requirements of any indenture, loan agreement or similar document for borrowed money, provided that liens under any such mortgage, pledge or security agreement are made and accepted
expressly subject and subordinate to this Conveyance and the Mortgage; 
 (j) All other charges, encumbrances, title defects and
irregularities (other than liens and security interests) affecting the Subject Interests which taken individually or together: (i) do not reduce the value of the Production Payment or interfere materially with the operation, value or use of any
of the Subject Interests; (ii) do not prevent Working Interest Owner from receiving the unencumbered proceeds of production from any of the Subject Interests or Royalty Interest Owner from receiving Production Payment Hydrocarbons, or the
proceeds thereof; (iii) do not reduce the share of production from (or, if pooled or unitized, allocated to) any Lease, unit, formation, or well set forth on Exhibit A to which Working Interest Owner is entitled by virtue of its ownership of
the Subject Interest (as calculated before giving effect to this Conveyance) below the Warranted Net Revenue Interest Percentage for such Lease, unit, formation, or well and (iv) do not increase Working Interest Owner’s Working Interest in
any Lease or unit set forth on Exhibit A without a corresponding increase in Working Interest Owner’s Net Revenue Interest for such Lease, unit, formation, or well. 

  
 11 









 “Person” means an individual, corporation, partnership, limited
liability company, association, joint stock company, pension fund, trust or trustee thereof, estate or executor thereof, unincorporated organization or joint venture, court or governmental unit or any agency or subdivision thereof, or any other
legally recognizable entity. 
 “Production Payment” has the meaning given such term in
Section 1.1. 
 “Production Payment Gas” means the Production Payment Hydrocarbons that are Gas.

 “Production Payment Hydrocarbons” means the Subject Hydrocarbons conveyed and assigned to Royalty
Owner pursuant to Section 1.1. 
 “Production Payment Oil” means the Production Payment
Hydrocarbons that are Oil. 
 “Production Payment Percentage” means, with respect
to each Subject Interest and the Subject Hydrocarbons produced therefrom (or, to the extent pooled or unitized, allocated thereto), ninety percent (90%) of the Warranted Net Revenue Interest Percentage specified in the Property Exhibit for such
Subject Interest. 
 “Property Exhibit” means Exhibit A attached hereto. 

“Purchase and Sale Agreement” means the Purchase and Sale Agreement dated as of the Closing Date between Working
Interest Owner and Royalty Owner. 
 “Retained Interests” means the rights and
interests retained by Working Interest Owner in the Subject Interests after conveyance of the Production Payment hereunder, including both the rights and interests in the Subject Interests that are retained by Working Interest Owner during the term
of the Production Payment and the entire Subject Interests at any time when the Production Payment has terminated or is otherwise not in effect. 
 “Royalty Owner” refers to EDF Trading North America, LLC, a Texas limited liability company, as well as to its successors and assigns hereunder. 

“Scheduled Quantity” means with respect to each Month the aggregate quantity of Hydrocarbons that is set forth
for such Month on Schedule 1. The Scheduled Quantities may consist of MMBtus of Gas or MMBtu Equivalents of Oil as provided pursuant to the other provisions of this Conveyance. 

“Subject Hydrocarbons” means the Hydrocarbons in and under and that may be produced after the Effective Time from
(or, to the extent pooled or unitized, allocated to) the Subject Lands that are attributable to the Subject Interests (determined after deducting all royalties, overriding royalties, production payments and similar burdens, excluding only the
Production Payment, which both burden the Subject Interests on the date hereof and are reflected in the Warranted Net Revenue Interest Percentages set out on the Property Exhibit). The Subject Hydrocarbons will not be deemed to include any Lease Use
Hydrocarbons or Non-Consent Hydrocarbons attributable to the Subject Interests, and no Lease Use Hydrocarbons or Non-Consent Hydrocarbons will be included in the determination of Production Payment Hydrocarbons. 

  
 12 









 “Subject Interests” means: 

(a) all of the interests set forth in the Property Exhibit in and to the Leases, units and wells described therein and the other property
interests (if any) described in the Property Exhibit. 
 (b) all other right, title, interest or claim (of every kind and
character, whether legal or equitable and whether vested or contingent) of Working Interest Owner in and to (i) any Lease or any such unit or other property interest, (ii) the lands and estates covered by the Leases or by such units and
other property interests, and (iii) all other lands and estates now or hereafter pooled, communitized or unitized therewith, or in and to the oil, gas and other minerals that may be produced therefrom or allocated thereto, even though Working
Interest Owner’s interest be incorrectly or incompletely described in, or omitted from, the Property Exhibit, and 
 (c)
all rights, titles and interests of Working Interest Owner in and to, or otherwise derived from, all presently existing or hereafter created oil, gas or mineral unitization, pooling, or communitization agreements, declarations or orders and in and
to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements,
designations or declarations, and so-called “working interest units” created under operating agreements or otherwise) relating to the properties described in paragraphs (a) or (b) above in this definition, 

all as the same may be enlarged from time to time by the discharge of any burdens or by the removal of any charges or encumbrances to which any of the
same may be subject on the date hereof, and any and all renewals and extensions of any of the same, but limited in each instance to those areas specified next to each Subject Well on the Property Exhibit. 

“Subject Lands” means all lands described, referred to or identified in the Property Exhibit
and all lands subject to each Lease or other property interest that is described in the Property Exhibit, but limited in each instance to those areas specified next to each Subject Well on the Property Exhibit.  

“Subject Wells” means all wells identified in the Property Exhibit. 

“Taxes” means all ad valorem, property, gathering, transportation, pipeline regulating, gross receipts,
severance, production, excise, heating content, carbon, environmental, occupation, sales, use, value added, fuel, franchise, and other taxes and governmental charges and assessments imposed on or as a result of all or any part of the Subject
Interests, the Hydrocarbons produced from Subject Interests or the proceeds thereof, the Production Payment, the Production Payment Hydrocarbons or the proceeds thereof, regardless of the point at which or the manner in which or the Person against
whom such taxes, charges or assessments are charged, collected, levied or otherwise imposed. Interest, penalties and withholding obligations owing to governmental authorities with respect to any Taxes also constitute Taxes. The only taxes which are
not Taxes are federal and state income and franchise taxes imposed on Royalty Owner’s income or business generally (provided that “windfall profits” taxes and other taxes imposed on Oil and Gas production or the revenues or income
therefrom do constitute “Taxes”). 

  
 13 









 “Termination Time” means 9:00 a.m., Central Time, on
October 31, 2019, provided that if the Monthly Adjustment Amount is greater than zero at such time the Termination Time will not occur until 9:00 a.m., Central Time, on the day following the date when the Monthly Adjustment Amount has been
reduced to zero. 
 “Warranted Net Revenue Interest Percentage” means the
percentage set forth on the Property Exhibit indicating Working Interest Owner’s claimed Net Revenue Interest in a particular Lease, unit, formation, or well, generally by reference to “Net Revenue Interest,” “NRI,”
“NRI Percentage” or words of similar import.  
 “Warranted Working Interest
Percentage” means the percentage set forth on the Property Exhibit indicating Working Interest Owner’s claimed Working Interest in a particular Lease, unit, formation, or well, generally by reference to “Working
Interest,” “WI,” “WI Percentage” or words of similar import. 
 “Working
Interest” means the interest owned in oil and gas leases, leaseholds, contracts or other oil and gas interests (including leasehold interests, operating rights interests or other cost-bearing interests, and mineral fee or ownership
interests) that determines the percentage share of costs borne by the owner of such interest. 
 “Working Interest
Owner” refers to GMX Resources Inc., an Oklahoma corporation, as well as to its successors and assigns hereunder. 

Section 2.2 Rules of Construction; Monthly and Daily Equivalents; Publications. 

(a) All references in this Conveyance to articles, sections, subsections and other subdivisions refer to corresponding articles,
sections, subsections and other subdivisions of this Conveyance unless expressly provided otherwise. Titles appearing at the beginning of any of such subdivisions are for convenience only, do not constitute part of such subdivisions, and are to be
disregarded in construing the language contained in such subdivisions. The words “this Conveyance”, “this instrument”, “herein”, “hereof”,
“hereunder”‘ and words of similar import refer to this Conveyance as a whole and not to any particular subdivision unless expressly so limited. Unless the context otherwise requires: “including” and its
grammatical variations mean “including without limitation”; “or” is not exclusive; words in the singular form include the plural and vice versa; words in any gender include all other genders;
references herein to any instrument or agreement refer to such instrument or agreement as it may be from time to time amended or supplemented; and references herein to any Person include such Person’s successors and assigns. All references in
this Conveyance to exhibits and schedules refer to exhibits and schedules to this Conveyance unless expressly provided otherwise, and the Property Exhibit and all other exhibits and schedules to this Conveyance are hereby incorporated herein by
reference and made a part hereof for all purposes. This Conveyance has been drafted with the joint participation of Working Interest Owner and Royalty Owner and is to be construed neither against nor in favor of either Party but rather in accordance
with the fair meaning hereof. 
 (b) To the extent that this Conveyance refers to information or data measured or based upon
Daily production or deliveries of Hydrocarbons and such information or data is instead provided or available only with respect to Monthly production or deliveries of 

  
 14 









 
Hydrocarbons, such Monthly Hydrocarbons will be deemed produced or delivered in equal quantities on each Day during such Month. To the extent that this Conveyance refers to Daily price
information for production or deliveries of Hydrocarbons and such information or data is instead provided or available only on a Monthly basis, then such Monthly price information will be deemed to apply on each Day during such Month. 

(c) To the extent that this Conveyance incorporates prices, rates, adjustments to prices or rates or other information from a specific
source or publication and that source or publication for any reason temporarily fails or permanently ceases to publish such information, or ceases publication altogether, or changes the heading or format under which such information is published, or
changes the source of information which it publishes under such heading or format, and in any such case this Conveyance does not otherwise specify how to deal with such event, then for so long as such situation continues Royalty Owner will
designate, in good faith, a reasonable alternative source for the same or equivalent information and the Parties will thereafter use such designated alternative source. 
 ARTICLE III 
 MISCELLANEOUS 

Section 3.1 Nature of Production Payment; Intentions of the Parties. This Conveyance is an absolute conveyance of an interest in
real property. The Production Payment constitutes a “production payment” as defined in Section 101(42A) of the Bankruptcy Code and referred to in Section 541(b)(4)(B)(i) of the Bankruptcy Code. The Parties intend for the
Production Payment to at all times be treated for federal income tax purposes (and for the purpose of any similarly calculated state income or franchise taxes, but for no other purposes) as a mortgage loan (and not a “royalty” or other
“economic interest” in Hydrocarbons) within the meaning of the Internal Revenue Code and the regulations and judicial authority relating thereto, and the Parties agree to report the Production Payment accordingly on all applicable tax
returns. Nothing in this Conveyance may be construed to constitute either Party (under state Law or for tax purposes) in partnership with the other Party or to constitute an assignment by Working Interest Owner to Royalty Owner of an interest in any
tax partnership burdening the Subject Interests. The Production Payment does not include any ownership interest in and to any of the fixtures, structures, equipment or other tangible personal property now or hereafter placed on, or used in
connection with, the Subject Interests or any right to conduct operations with any of the foregoing. 
 Section 3.2 Governing
Law. THIS CONVEYANCE IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS. 
 Section 3.3 Successors and Assigns. The covenants, provisions and conditions contained in this Conveyance are agreed and acknowledged to be covenants running with the land and the respective
interests of Working Interest Owner and Royalty Owner and will be binding upon and (subject to the restrictions in Section 1.8) inure to the benefit of Working Interest Owner and Royalty Owner and their respective successors and permitted
assigns. Royalty Owner and its successors and assigns may, and nothing contained in this instrument will 

  
 15 









 
in any way limit or restrict the right of Royalty Owner, or Royalty Owner’s successors and assigns to, sell, convey, assign, mortgage or otherwise transfer the Production Payment or its
rights and obligations under this Conveyance in whole or in part. If at any time Royalty Owner, or Royalty Owner’s successors and assigns, execute a mortgage, pledge or deed of trust covering all or any part of the Production Payment as
security for any obligation, the mortgagee, the pledgee or the trustee therein named or the holder of the obligation secured thereby will be entitled, to the extent such mortgage, pledge or deed of trust so provides, to exercise all of the rights,
remedies, powers and privileges herein conferred upon Royalty Owner and to give or withhold all consents herein required or permitted to be obtained from Royalty Owner. All references herein to either Working Interest Owner or Royalty Owner include
their respective successors and permitted assigns. 
 Section 3.4 Counterpart Execution. This Conveyance is executed in
multiple originals all of which constitute one and the same Conveyance; provided, however, in order to facilitate recording of this Conveyance in the public records of each of the jurisdictions in which the Subject Interests are located (or in each
of the jurisdictions adjacent to any offshore Subject Interests), the exhibits attached to a counterpart recorded in a single jurisdiction may contain only those pages (or portions thereof) which apply to Subject Interests that are located in (or
are adjacent to) such jurisdiction. Complete counterparts of this Conveyance have been retained by each of the Parties, and a complete counterpart of this Conveyance is recorded in Harrison County, Texas. 

Section 3.5 Further Assurances. Working Interest Owner will take all such further actions and will execute, acknowledge and
deliver all such further documents that may reasonably be requested by Royalty Owner to effectuate this Conveyance or to carry out the purposes of this Conveyance. 
 Section 3.6 No Subordination to Permitted Encumbrances. Certain agreements, contracts and other documents are listed in the Property Exhibit and included in the definition of Permitted
Encumbrances. References herein or in the Property Exhibit to Permitted Encumbrances are made solely for the purpose of modifying Working Interest Owner’s warranties and representations as to the Subject Interests, and without regard to whether
or not any Permitted Encumbrance is valid, subsisting, legal or enforceable or affects or is senior to the Production Payment. Such references are not intended to constitute and do not constitute any express or implied recognition or acknowledgment
by any Party as to the validity, legality, enforceability or priority of the same or of any term, provision or condition thereof or the applicability or seniority thereof to the Production Payment and do not revive or ratify the same or create any
rights in any third Person. No provision in this Conveyance may be construed as an agreement or expression of intent by Royalty Owner to acquire the Production Payment subject to any unrecorded Permitted Encumbrance. 

Section 3.7 Partial Invalidity. Except as otherwise expressly stated herein, in the event any term or provision contained in this
Conveyance is for any reason held invalid, illegal or unenforceable to any extent by a court or regulatory agency of competent jurisdiction, such term or provision will otherwise remain effective and be enforced, and all other terms and provisions
hereof will nevertheless remain effective and will be enforced, to the fullest extent permitted by applicable Law. 

  
 16 









 Section 3.8 Waiver of Jury Trial and Special Damages. EACH
PARTY HEREBY RATIFIES AND CONFIRMS ITS WAIVERS OF JURY TRIAL AND
SPECIAL DAMAGES MADE IN SECTION 7.9 OF THE PURCHASE AND SALE AGREEMENT.

 Section 3.9 Consent to Jurisdiction. EACH PARTY HEREBY
RATIFIES AND CONFIRMS ITS CONSENT TO AND AGREEMENTS CONCERNING JURISDICTION, FORUM
AND VENUE MADE IN SECTION 7.10 OF THE PURCHASE AND SALE AGREEMENT.

 Section 3.10 Partition. Each Party acknowledges and agrees that neither Party has any right or interest that would
permit it to partition any portion of the Subject Interests as against the other Party, and each Party hereby waives any such right. 
 Section 3.11 Addresses. The addresses of Royalty Owner and Working Interest Owner are as follows: 
  

			
	 EDF Trading North America, LLC

4700 W Sam Houston Parkway N, Suite 250

Houston, Texas 77041

Attention: Eric Dennison

Fax No. (281) 781-0360

Phone No. (281) 653-5811
	  	 GMX Resources Inc.
 9400 N
Broadway, Suite 600
 Oklahoma City, Oklahoma 73114
 Attention: Chief Financial Officer
 Fax No. (405) 600-0600

Phone No. (405) 600-0711


 All notices, requests, demands, instructions and other communications required or permitted to be given hereunder must be
in writing and must be given as provided in the Purchase and Sale Agreement. 
 Section 3.12 Amendments and Waivers. This
Conveyance may not be amended or modified, and no rights hereunder may be waived, except by a written document signed by the Party to be charged with such amendment, modification or waiver. Provisions of this Conveyance that refer to any consent,
approval, amendment or waiver by either Party require such consent, approval, amendment or waiver to be in writing. 

[Signatures on next page] 

  
 17 









 IN WITNESS WHEREOF, Working Interest Owner and Royalty Owner have each executed this
Conveyance on the dates set forth in their respective acknowledgments below and Working Interest Owner has delivered this Conveyance to Royalty Owner as the transfer and conveyance to Royalty Owner of a presently vested property interest, to be
effective with respect to production of Subject Hydrocarbons as of the Effective Time. 
  

			
	 WORKING INTEREST OWNER:
  

GMX RESOURCES INC.

		
	By:	 	/s/ Harry C. Stahel, Jr.
	Name:	 	Harry C. Stahel, Jr.
	Title:	 	Executive Vice President — Finance


  

			
	 ROYALTY OWNER:

 
 EDF TRADING NORTH AMERICA,
LLC

		
	By:	 	/s/ Eric Dennison
	Name:	 	Eric Dennison
	Title:	 	Senior Vice President


 Signature Page to Conveyance 








											
	 STATE OF OKLAHOMA
	   
	  	 	§	  	  	
				
	 COUNTY OF
	 	 	OKLAHOMA	  	  	 	§	  	  	

 This instrument was acknowledged before me on the 8th day of December, 2011, by Harry C. Stahel, Jr., as
Executive Vice President — Finance of GMX Resources Inc., an Oklahoma corporation, on behalf of said corporation. 
  

			
	
		
		 	/s/ Allison Holman
		 	Notary Public, State of Oklahoma



									
	 STATE OF TEXAS
	  	 	§	  	  	
			
	 COUNTY OF HARRIS
	  	 	§	  	  	

 This instrument was acknowledged before me on the 8th day of December, 2011, by Eric Dennison, as Senior
Vice President of EDF Trading North America, LLC, a Texas limited liability company, on behalf of said limited liability company. 
  

			
	
		
		 	/s/ Alayna Serene Estes
		 	Notary Public, State of Texas


 Acknowledgement Page 







 SCHEDULE 1 

Scheduled Quantities (in MMBtus) 
  

																													
	 VPP 

Delivery 
 Period
	  	VPP
Scheduled
Quantities,
in MMBtu	 	  	VPP
Delivery
Period	 	  	VPP
Scheduled
Quantities,
in MMBtu	 	  	VPP
Delivery
Period	 	  	VPP
Scheduled
Quantities,
in MMBtu	 	  	VPP
Delivery
Period	 	  	VPP
Scheduled
Quantities,
in MMBtu	 
	 Dec-11
	  	 	454,542	  	  				  				  				  				  				  			
	 Jan-12
	  	 	425,072	  	  	 	Jan-14	  	  	 	191,886	  	  	 	Jan-16	  	  	 	120,514	  	  	 	Jan-18	  	  	 	84,032	  
	 Feb-12
	  	 	374,440	  	  	 	Feb-14	  	  	 	169,383	  	  	 	Feb-16	  	  	 	111,083	  	  	 	Feb-18	  	  	 	75,028	  
	 Mar-12
	  	 	378,841	  	  	 	Mar-14	  	  	 	183,779	  	  	 	Mar-16	  	  	 	117,240	  	  	 	Mar-18	  	  	 	82,392	  
	 Apr-12
	  	 	347,671	  	  	 	Apr-14	  	  	 	174,001	  	  	 	Apr-16	  	  	 	111,869	  	  	 	Apr-18	  	  	 	78,895	  
	 May-12
	  	 	341,952	  	  	 	May-14	  	  	 	176,118	  	  	 	May-16	  	  	 	114,103	  	  	 	May-18	  	  	 	80,765	  
	 Jun-12
	  	 	315,687	  	  	 	Jun-14	  	  	 	166,910	  	  	 	Jun-16	  	  	 	108,913	  	  	 	Jun-18	  	  	 	77,349	  
	 Jul-12
	  	 	323,279	  	  	 	Jul-14	  	  	 	169,108	  	  	 	Jul-16	  	  	 	111,132	  	  	 	Jul-18	  	  	 	79,198	  
	 Aug-12
	  	 	309,717	  	  	 	Aug-14	  	  	 	165,764	  	  	 	Aug-16	  	  	 	109,683	  	  	 	Aug-18	  	  	 	78,428	  
	 Sep-12
	  	 	287,849	  	  	 	Sep-14	  	  	 	157,311	  	  	 	Sep-16	  	  	 	104,753	  	  	 	Sep-18	  	  	 	75,141	  
	 Oct-12
	  	 	286,328	  	  	 	Oct-14	  	  	 	159,583	  	  	 	Oct-16	  	  	 	106,951	  	  	 	Oct-18	  	  	 	76,956	  
	 Nov-12
	  	 	267,027	  	  	 	Nov-14	  	  	 	151,564	  	  	 	Nov-16	  	  	 	102,181	  	  	 	Nov-18	  	  	 	73,743	  
	 Dec-12
	  	 	266,449	  	  	 	Dec-14	  	  	 	153,872	  	  	 	Dec-16	  	  	 	104,356	  	  	 	Dec-18	  	  	 	75,545	  
	 Jan-13
	  	 	266,315	  	  	 	Jan-15	  	  	 	151,133	  	  	 	Jan-17	  	  	 	99,526	  	  	 	Jan-19	  	  	 	72,077	  
	 Feb-13
	  	 	232,855	  	  	 	Feb-15	  	  	 	134,068	  	  	 	Feb-17	  	  	 	88,732	  	  	 	Feb-19	  	  	 	64,419	  
	 Mar-13
	  	 	250,318	  	  	 	Mar-15	  	  	 	146,193	  	  	 	Mar-17	  	  	 	97,280	  	  	 	Mar-19	  	  	 	70,834	  
	 Apr-13
	  	 	234,921	  	  	 	Apr-15	  	  	 	139,072	  	  	 	Apr-17	  	  	 	93,017	  	  	 	Apr-19	  	  	 	67,902	  
	 May-13
	  	 	235,790	  	  	 	May-15	  	  	 	141,432	  	  	 	May-17	  	  	 	95,068	  	  	 	May-19	  	  	 	69,592	  
	 Jun-13
	  	 	221,726	  	  	 	Jun-15	  	  	 	134,625	  	  	 	Jun-17	  	  	 	90,924	  	  	 	Jun-19	  	  	 	66,731	  
	 Jul-13
	  	 	222,959	  	  	 	Jul-15	  	  	 	136,939	  	  	 	Jul-17	  	  	 	92,954	  	  	 	Jul-19	  	  	 	68,401	  
	 Aug-13
	  	 	216,992	  	  	 	Aug-15	  	  	 	134,272	  	  	 	Aug-17	  	  	 	91,919	  	  	 	Aug-19	  	  	 	67,809	  
	 Sep-13
	  	 	204,558	  	  	 	Sep-15	  	  	 	127,915	  	  	 	Sep-17	  	  	 	87,950	  	  	 	Sep-19	  	  	 	65,052	  
	 Oct-13
	  	 	206,186	  	  	 	Oct-15	  	  	 	130,258	  	  	 	Oct-17	  	  	 	89,952	  	  	 	Oct-19	  	  	 	66,690	  
	 Nov-13
	  	 	194,650	  	  	 	Nov-15	  	  	 	124,155	  	  	 	Nov-17	  	  	 	86,088	  	  				  			
	 Dec-13
	  	 	196,464	  	  	 	Dec-15	  	  	 	126,497	  	  	 	Dec-17	  	  	 	88,069	  	  				  			

 Schedule 1 Page 1 







 SCHEDULE 2 
 Field Price for Gas 
 The “Field Price” of Gas for
each Month means the final settlement price per MMBtu on the date of expiry of the Natural Gas Futures Contract for Henry Hub Delivery traded on the New York Mercantile Exchange for such Month. For example, the Field Price for the Month of February
2012 will be the final settlement price on January 27, 2012 of the contract that expires on January 27, 2012. 

Schedule 2 Page 1 







 SCHEDULE 3 
 Field Price for Oil 
 The “Field Price” of Oil for
each Month means the final settlement price per Barrel on the date of expiry of the applicable West Texas Intermediate Crude Oil Futures Contract for Cushing, Oklahoma Delivery traded on the New York Mercantile Exchange for such Month. For example,
the Field Price for the Month of February 2012 will be the final settlement price on January 20, 2012 of the contract that expires on January 20, 2012. 
 Schedule 3 Page 1