Financial Compensation Agreement for Conservation Easement

This agreement (the “Financial Agreement”) is made and entered into this day by and between Mariana Properties, Inc., (“Mariana”), and Connemara Conservancy Foundation (“Connemara”). In consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Mariana and the Connemara agree as follows:

1.  Mariana is owner of two parcels of land located at 101 County Road 401 in Gainesville, Texas 76240 (Cooke County, 33° 39’ 21” N Latitude, 97° 9’ 26” W Longitude) (hereafter “Restoration Property”).

2.  The Property will be subject to a Consent Decree (“Consent Decree”) by and between the United States of America (“United States”), on behalf of the Secretary of the Department of the Interior acting through the United States Fish and Wildlife Service (“DOI/FWS”); and the State of Texas on behalf of the Texas Commission on Environmental Quality (“TCEQ”), the Texas Parks and Wildlife Department (“TPWD”), and the General Land Office (“GLO”) (collectively, the “Trustees”); and OXY USA, Inc. (“OXY”) and CanadianOxy Offshore Production Company (collectively, the “Settling Defendants”).

3.  The Consent Decree requires that the Restoration Property be placed under a permanent conservation easement (“Conservation Easement”) and that a Holder be designated pursuant to Chapter 183 of the Texas Natural Resources Code (“TNRC”).

4.  The Consent Decree requires that the Conservation Easement shall preserve the Restoration Property in perpetuity for protection of the natural resources thereon and the ecological services they provide.

5.  Connemara is an entity qualified to be a Conservation Easement Holder pursuant to Chapter 183.001(2)(B) of the TNRC.

6.  Connemara and Mariana have entered into an Agreement entitled “Conservation Easement Agreement” that specifies the timeline and steps to be taken for Connemara to act as Conservation Easement Holder for the Property. The purpose of this Financial Agreement is to specify the fees to be paid by Mariana or its affiliates for Connemara to act as Conservation Easement Holder for the Property.

7.  IT IS INTENDED THAT THIS AGREEMENT WILL REMAIN CONFIDENTIAL AS BETWEEN CONNEMARA AND MARIANA. Both parties agree that they will not reveal the contents of this Financial Agreement, unless the other party agrees in writing to waive this confidentiality provision.

8.  Mariana shall pay the following to Connemara as follows:

  1. By January 15, 2012, Marina shall pay Connemara $3,000.00 as a “Performance Fee.” This Performance Fee will cover Connemara’s costs in preparing the easement (which includes, but is not limited to the costs for the conservation easement document preparation as well as the costs for assisting in the preparing preparation of a Baseline Survey). Mariana commits to the payment of this Performance Fee regardless of whether this Agreement or the Conservation Easement Agreement is terminated.
  2. If the Trustees approve Connemara as a Holder of Conservation AgreementEasement, and upon filing the Trustee-approved Conservation Agreement that designates Connemara as the Holder with the Cooke County Clerk’s office, Mariana or its affiliates will pay Connemara $24,55233,312.00 to be placed into a stewardship fund to fund Connemara’s obligations as Holder of the Conservation Agreement Easement in perpetuity.
  3. No additional fees or costs are contemplated for Connemara to act as Holder of the Conservation Easement for the Property.

9.  Until the Conservation Agreement Easement contemplated by this Agreement is filed in the deed records at the Cooke County Clerk’s Office, Connemara may terminate this Financial Agreement for any reason with 30 day’s written notice. If Connemara initiates termination, it can return up to 100% of the Performance Fee to Mariana. If Connemara returns less than 100% of the Performance Fee, the termination must be for good cause, and upon request, Connemara shall provide an invoice describing the staff hours and costs incurred in the easement preparation, and shall subtract those costs from the Performance Fee and return the remainder to the Landowner(s). If this Agreement is terminated by Connemara for any reason prior to the time that the Conservation Agreement Easement contemplated by this Agreement is filed in the deed records at the Cooke County Clerk’s Office, Mariana shall not be obligated to pay the fee described in paragraph 8(b) above, regardless of whether termination was for good cause.

10.  Until the Conservation Agreement Easement contemplated by this Agreement is filed in the deed records at the Cooke County Clerk’s Office, Mariana may terminate this Financial Agreement for any reason with 30 day’s written notice. If Mariana Properties, Inc. initiates termination, it forfeits 100% of the Performance Fee to Connemara, but Mariana shall not be obligated to pay the fee described in paragraph 8(b) above, regardless of whether termination was for good cause.

11.  This Should any of the following events occur, this Agreement shall be terminated and Connemara and Mariana shall have no continuing obligation to one another upon the occurrence of any of the following events: (1) the Trustees do not approve Connemara as the Holder, (2) a Conservation Agreement cannot be negotiated between Connemara and Mariana, (3) the negotiated Conservation Agreement is not approved by the Trustees. If this Agreement is terminated for any of the reasons specified in this paragraph 11, Mariana shall forfeit the Performance Fee specified in paragraph 8(a) of this Financial Agreement, but shall have no obligation to pay the fee specified in paragraph 8(b) of this Financial Agreement.

12.  Upon the filing of the Conservation Agreement Easement with the County Clerk of Cooke County, and the payment of the amounts agreed to in paragraph 8 above, this Financial Agreement will be terminated and the further obligations between the parties will be dictated by the Conservation Agreement Easement filed with the Cooke County Clerk and Chapter 183 of the TNRC.

This Agreement is Effective as of the 31st Day of December, 2011.

MARIANA PROPERTIES, INC.

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By:

Title:

Connemara Conservancy Foundation

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By:

Title:

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