For a good and valuable consideration, the receipt of which is hereby acknowledged, Velocity Energy Partners LP, a Delaware limited partnership, with principal offices located at 523 North Sam Houston Parkway East, Suite 175, Houston, Texas 77060 (“ Grantor ”), does hereby grant, bargain, sell, transfer, assign and convey to Longview Marquis Master Fund, L.P.   (“ Grantee ”), a British Virgin Island limited partnership, whose address is c/o Summerline Asset Management LLC, 70 West Red Oak Lane, 4 ^th Floor, White Plains, New York  10604, Attention: Robert Brantman, an overriding royalty interest (the “ Overriding Royalty ”) equal to two and 3948/10,000ths percent (2.3948%) of the Applicable Percentage (defined below) of the oil, gas and other minerals in, under and that may be produced from  each well in which Grantor has a Working Interest (each such well being individually referred to as the “ Well ” and collectively referred to as the “ Wells ”) located on the lands covered by the oil and gas leases described on Exhibit “A” attached hereto (such oil and gas leases being hereinafter collectively referred to as the “ Subject Leases ” and such lands being hereinafter collectively referred to as the “ Subject Lands ”), it being the intent of this Conveyance to convey an Overriding Royalty equivalent to 2.3948% of all of the interests acquired in the Assignment and Bill of Sale dated September 29, 2009, conveyed from Classic Oil & Gas Resources, Inc. to Velocity Energy Partners LP (the “ Assignment ”), proportionately reduced to the extent that the interests conveyed to Grantor herein in said Assignment are less than 8/8ths of 100%.

As used herein, the terms (i) “ Well ” shall include, without limitation, any Well located on the Subject Lands which are drilled as a substitute well for the Well (collectively, the “ Substitute Well ”), and any and all deeper, shallower and/or sidetrack extensions of the wellbore of the Well or the Substitute Well, (ii) “ Working Interest ” and “ WI ” mean the cost bearing percentage interest that the owner thereof must bear relative to 100% of all costs to explore, develop, and produce oil and/or gas from the applicable portion of the specific Well, and (iii) “ Applicable Percentage ” shall mean the percentage set forth on Exhibit “A” as the “Working Interest” or “WI” for the Well.

It is understood and agreed that though the Overriding Royalty is conveyed by Grantor to Grantee out of Grantor's interest (such interest, subject to the Overriding Royalty, being herein called the “ Burdened Interest ”) in the Wells on the Subject Lands conveyed in the Assignment, such Overriding Royalty shall be equal to three percent (2.3948.0%) of the Applicable Percentage, of the oil, gas and other minerals in, under and that may be produced in, through or from the Well (the “ ORRI Percentage ”), commencing at the Effective Time and at all times thereafter, and the ORRI Percentage shall not be reduced by Grantor for any reason to less than such percentages of the Applicable Percentage for any reason, including, without limitation, the same shall not be reduced if the Working Interest of Grantor in a Well is less than the Working Interest stated on Exhibit “A” with respect to such Well.

TO HAVE AND TO HOLD the Overriding Royalty unto Grantee, its successors and assigns forever.  The Overriding Royalty herein conveyed, and the Burdened Interest of Grantor, shall be subject to the following provisions:

1.           Grantor shall have the obligation to market, or cause to be marketed, the oil, gas and other minerals produced from the Wells and attributable to the Overriding Royalty (the “ ORRI Hydrocarbons ”) on behalf of and for the account of Grantee in arm's-length transactions with reputable purchasers in accordance with prudent business judgment, with each such sale to be: (i) upon terms and conditions which are the best terms and conditions reasonably available taking into account all relevant circumstances, including without limitation, price, quality of production, access to markets or lack thereof, minimum purchase guarantees, identify of purchaser and length of commitment, (ii) upon terms and conditions at least as favorable as (a) Grantor obtains for the share of oil, gas and/or other minerals attributable to the Burdened Interest in the Wells to which such sale relates, (b) Grantor obtains for its interest in other oil, gas and/or other minerals which are of comparable type and quality and which are produced in the same area as the Subject Lands to which such sale relates, and (c) those obtained by any Affiliates (below defined) of Grantor for oil, gas and/or other minerals produced from the Subject Lands to which such sale relates or from lands in the same area, and (iii) made to a party who is not an Affiliate of Grantor.  As used herein, “ Affiliate ” shall mean, with respect to any person or entity, another person or entity that, directly or indirectly, (a) has an equity interest in that person or entity, (b) has a common ownership with that person or entity, (c) controls that person or entity, (d) is controlled by that person or entity or (e) shares common control with that person or entity.  “ Control ” or “ controls ” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.  Grantor shall duly perform all obligations performable by it under production sales contracts under which ORRI Hydrocarbons are sold and shall take all appropriate measures to enforce the performance under each such production sales contract of the obligations of the other parties thereto.

2.           Subject to Section 9 hereof, Grantor does hereby represent and warrant to Grantee (i) that Grantor owns the interests specified in Exhibit “A” hereto in and to the Wells (and Grantor has good and marketable title to such interests, free of liens and encumbrances, except liens and encumbrances in favor of Summerline Asset Management, LLC on its own behalf and in its capacity as collateral agent), (ii) that Grantor has good right and authority to sell and convey the Overriding Royalty, and (iii) that this Conveyance of Overriding Royalty Interest (“ this Conveyance ”) vests in Grantee good and marketable title to the Overriding Royalty free of any other liens and encumbrances not referenced in this sentence.  Grantor hereby covenants and agrees to use its reasonable best efforts to rectify any defects in its title to the interests specified in Exhibit “A” hereto, and otherwise to cause the foregoing representations and warranties to be true and correct in all respects (without giving effect to the exception set forth in the clause at the end of the immediately preceding sentence), to the extent reasonably possible.  Grantor hereby binds itself to warrant and forever defend, all and singular, title to the Overriding Royalty unto Grantee, its successors and assigns, against the claims and demands of all persons claiming or to claim the same or any part thereof by, through or under Grantor.  This Conveyance is made with full substitution and subrogation of Grantee in and to all covenants and warranties by others heretofore given or made.

3.           Grantor shall be obligated to explore, develop, operate and maintain the Burdened Interest as would a prudent operator.  As to any portions of the Burdened Interest as to which Grantor is not the operator, Grantor shall take all such action and exercise all such rights and remedies as are reasonably available to it to cause the operator to so explore, develop, maintain and operate such portions of the Burdened Interest.  Grantor shall promptly (and, unless the same are being contested in good faith and by appropriate proceedings, before the same are delinquent) pay all costs and expenses (including all taxes and all costs, expenses and liabilities for labor, materials and equipment incurred in connection with the Burdened Interests and all obligations to the holders of royalty interests and other interests affecting the Subject Leases) incurred in developing, operating and maintaining the Burdened Interests.

4.           Grantor shall revise and supplement Exhibit “A” promptly upon any increase in the Grantor’s Working Interest in the Wells or in any Subject Lands, by purchase or otherwise, that occurs at any time prior to the date on which Grantor has repaid in full all of the outstanding Notes (as defined in the Securities Purchase Agreement dated November 13, 2008, between Grantor and Grantor, pursuant to which this Conveyance was originally issued), to reflect such increase and to reflect the accordingly increased “Applicable Percentage” pertaining to the Wells or any Subject Lands.  For purposes of clarification, upon any increase in Grantor’s Working Interests in the Wells or in any Subject Lands that occurs at any time prior to the date on which Grantor has repaid in full all of the outstanding Notes, whether or not Exhibit “A” has been updated in accordance with this Section 4, such increase in Working Interests shall become subject to this Overriding Royalty and with respect to that portion of the Wells or in any Subject Lands in which Grantor increases its Working Interest, such increased Working Interest shall be the revised increased “ Applicable Percentage ” for such portion of the Wells or any Subject Lands; provided, however, that the ORRI Percentage shall (i) always equal three percent (2.3948.0%) of the Applicable Percentage, as such Applicable Percentage may be increased from time to time pursuant to this Section 4.and (ii) with respect to each portion of the Wells and any Subject Lands identified on Exhibit “A”, the amount of the Applicable Percentage shall never be less than the percentage set forth on such Exhibit “A” as the “Working Interest” or “WI” for the Well, as the same may be increased from time to time pursuant to this Section 4, it being understood that the Burdened Interest shall remain in force and effect in the event of any sale, transfer or other disposition of all or any portion of the Burdened Interest, including without limitation a proposed or intended sale, transfer or disposition of the Burdened Interest by merger, reorganization, consolidation, or by sale of all or substantially all of its assets (other than a sale, transfer or other disposition to a directly or indirectly wholly-owned subsidiary of Grantor), except and to the extent Grantee elects to participate in such sale, transfer or other disposition as contemplated in Section 11 hereof.

5.           Grantee shall be entitled to receive payment for all ORRI Hydrocarbons directly from the purchasers thereof or from other parties obligated to make payment therefor.  Grantor shall cause to be prepared and executed such division orders, transfer orders, or instructions in lieu thereof, as Grantee (or any third party) may require from time to time to cause payments to be made directly to Grantee.  In the event that, for any reason, Grantee cannot (or does not) receive such payments directly, the same shall be collected by Grantor and shall constitute trust funds in Grantor's hands and shall be immediately paid over to Grantor.  Grantee may also, at any time, and from time to time, at Grantee's option, take all or any part of the ORRI Hydrocarbons in kind and all production sales contracts entered into by Grantor covering ORRI Hydrocarbons shall be subject to such right; during such time or times as Grantee is so taking ORRI Hydrocarbons in kind Grantor's obligation to market the same, as provided above, shall be suspended as to the ORRI Hydrocarbons so taken, but shall again become effective where Grantee elects to cease such taking in kind.

6.           Grantor shall keep full, true, and correct records of the oil, gas, and other hydrocarbons produced from or attributable to the Burdened Interests each calendar month, and the portion attributable to the Overriding Royalty.  Such records may be inspected by Grantee or its authorized representatives and copies thereof may be made by Grantee at all reasonable times upon prior written notice from Grantee to Grantor requesting such inspection and copying.  Grantee shall also have, upon request, access to review all reports, data and information relating to the Burdened Interests or to exploration, development, production and other operations relative to the Burdened Interests. On or before the earlier of (a) the fifth business day after Grantor’s first public disclosure, by issuance of a press release or filing of a report with the Securities and Exchange Commission, of Grantor’s production from the Burdened Interests or other results of operations for the most recently completed fiscal quarter or fiscal year, or (b) the last day on which the Grantor can timely (without giving effect to any extensions of time permitted by Rule 12b-25 under the Securities Exchange Act of 1934) file a quarterly report on Form 10-Q or