Right-of-Way and Easement Agreement

RIGHT-OF-WAY AND EASEMENT AGREEMENT

STATE OF

COUNTY OF

WHEREAS, by dated , filed , and recorded in Book , beginning at page , in the land records in the office of the of , , conveyed to Company a right-of-way and easement, () feet in width, on, over and across certain real property located and situated in the Quarter () of Section , Township , Range , County, , being () foot on the side and () foot on the side of a constructed along the following-described survey line, to wit:

Thence

Thence

Thence

Thence

WHEREAS, by Option Agreement For Right-Of-Way and Easement dated , filed , and recorded in Book , beginning at page , in the land records in the office of the above-mentioned clerk, , upon the exercise thereof, conveyed to a right-of-way and easement () feet in width on, over and across its real property located in the , County, Mississippi, being () foot on each side of the pipeline as constructed thereon; and

WHEREAS, all of the real property on which the above-described rights-of-way and easements are located now is owned by , a single person whose address and telephone number are: , , and () respectively; and

WHEREAS, , a Delaware corporation, as successor in interest of , wishes to build and construct an additional pipeline on, over and across the above-described rights-of-way and easements to be used in transporting natural gas for the operation of its carbon dioxide processing plant located in the , County, ; and

WHEREAS, and now have reached an agreement concerning the granting of a right-of-way and easement to permit the laying, construction, operation, inspection, maintenance, repair and removal of an additional pipeline in the above-described rights-of-way and easements for such purposes and upon terms and conditions as hereinafter provided.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants and promises herein contained and of other good and valuable considerations, the receipt and full sufficiency of all of which are hereby acknowledged by each of the undersigned parties, , referred to hereinafter at times for convenience simply as "Grantor," and , referred to hereinafter at times for convenience simply as "Grantee," hereby agree as follows:

(1) Grant.

Grantor hereby grants, sells and conveys unto Grantee a right-of-way and easement, hereinafter referred to at times for convenience simply as the "subject right-of-way," on, over and across the () foot wide strip of real property, being () foot on either side of the existing pipeline which was built and is presently located, within the rights-of-way and easements granted by the following-described instruments, to wit:

(a) from , as grantor, to , as grantee, dated , filed , and recorded in Book , beginning at page , in the land records in the office of the Clerk of County, ; and

(b) Option Agreement For Right-Of-Way and Easement from , as grantor, to , as grantee, dated , filed , and recorded in Book , beginning at page , in the land records in the office of the above-mentioned clerk.

The subject right-of-way shall be for the laying, construction, operation, inspection, maintenance, repair and removal of a to the which is operated by Grantee in the , County, . Said is referred to hereinafter at times for convenience simply as the "subject line."

During construction of the subject line, Grantee may use such cleared areas as may presently exist, not to exceed twenty (20) feet on either side of the subject line, to facilitate its construction operations. During construction operations, Grantee shall avoid destroying or damaging trees, regardless of size, which are not on the subject right of way.

(2) Term.

The subject right-of-way, and the rights-of-way and easements granted by the instruments described hereinabove in subparagraphs (a) and (b) of numbered paragraph (1) notwithstanding anything contained in said instruments to the contrary, shall terminate simultaneously with the termination of the unrecorded Lease Agreement between Grantor and Grantee effective , a Memorandum of Lease Agreement of which appears in the land records in the office of the Clerk of County, , in Book , beginning at page , reference to said Lease Agreement being hereby made for all purposes.

(3) Consideration.

In addition to the promises, agreements, and covenants contained in this Right-of-Way and Basement Agreement, referred to hereinafter at times for convenience simply an "this Agreement," Grantee shall pay to Grantor the sum of and Dollars ($) as consideration for execution of this Agreement.

(4) Survival of Rights/obligations.

Under the provisions of the instruments described above in paragraphs (a) and (b) of numbered paragraph (1), Grantor, as successor of and , and Grantee, as successor of , have certain rights and obligations, respectively.

(5) Notice of Construction.

Grantee shall give Grantor personal notice by telephone no less than () hours prior to commencement of construction on the subject right-of-way, and shall schedule work in the area in and around that portion of the which lies in the subject right-of-way at a mutually agreeable time to permit Grantor to be present while such work is being conducted.

(6) Construction.

The subject line shall be buried to a minimum depth of twenty-eight (28) inches below the surface of the subject right-of-way. Grantee shall restore any fences and gates damaged during the construction to their condition prior to construction. In addition, Grantee shall bring all necessary supplies (PVC pipe, couplings, bonding materials, etc.) to the construction site and immediately shall repair any construction damage to the water line which lies in the subject right-of-way.

(7) Removal of Improvements, etc.

Within () days after the expiration or termination of this Agreement, Grantee shall remove all of its personal property, , and from the subject right-of-way.

(8) Restoration of Property.

After installation and construction of the subject line and, also, upon the removal of property owned by Grantee from the subject right-of-way, Grantee shall fill and pack all trenches and holes created by such construction and/or removal and shall restore the surface of the subject right-of-way to as close to the same condition as existed prior to the installation of Grantee's pipelines as is reasonably practicable. In addition, upon the plugging and abandonment of the well presently known as the " - Well No. ," which is located County, , Grantee shall remove from the a (approximately in width and feet in length) and a (approximately feet square and feet deep), and shall restore the pad area around and near the to as close to the same condition as existed prior to drilling of the well as is reasonably practicable.

(9) Indemnification.

It is expressly agreed that Grantor, by granting the subject right-of-way, assumes no responsibility or liability whatsoever to any person or entity by the installation and operation of the subject line, and Grantee shall indemnify, defend and hold Grantor, his successors, administrators, executors and assigns harmless from any and all claims, demands, causes of action, liabilities, losses, costs and expenses of whatsoever kind or nature arising out of, from, or in connection with any one (1) or more of the following regardless of when discovered: the construction, installation, maintenance, repair, and removal of the subject line on, over and across the subject right-of-way; the use by Grantee, its employees, agents or contractors, of said pipeline; the use by Grantee, its employees, agents or contractors of any one (1) or more of the easements and rights-of-way described in subparagraphs (a) and (b) of numbered Paragraph 1 and of this Agreement; any other use, activity or operation by Grantee, its employees, agents or contractors on the subject right-of-way; any breach of any representation or covenant contained in this Agreement.

9.1 Grantor shall give Grantee written notice within () days of the receipt by Grantor of written notice or actual knowledge of any such claims, demands, causes of action, liabilities, losses, costs and expenses which, with the lapse of time, would or might give rise to, a claim or commencement of any action, proceeding or investigation (an "Asserted Liability") that may result in a loss.

9.2 Grantor agrees to give Grantee notice, within () days, of any condition discovered by Grantor which Grantor finds does not comply with any federal laws, executive orders, rules and regulations of any regulatory authority having jurisdiction.

9.3 Grantee's duty hereunder shall not arise if such claims, demands, causes of action, liabilities, losses, costs and expenses are solely caused by the negligence or intentional conduct of a party indemnified hereunder.

(10) Reservation.

It is understood that the subject right-of-way is nonexclusive, and that Grantor reserves the right to utilize the surface of the subject right-of-way for whatever purpose he elects, and to authorize such uses of same by others, so long as such use by Grantor does not interfere with the rights and privileges herein granted.

(11) Warranty.

The conveyance of the subject right-of-way is expressly made subject to all liens, easements, servitudes, rights-of-way, oil, gas and mineral leases, exceptions, reservations and grants now in use or appearing in the land records in the office of the Clerk of County, , affecting same, and this Agreement is executed by Grantor without warranty of title on his part, either express or implied, except to any person or entity claiming by, through or under him.

(12) Change of Ownership.

No change or division in Grantor's interest in and to the subject right-of-way shall be binding on Grantee until () days after Grantee shall have been furnished with a certified copy of the recorded instrument or instruments evidencing same.

(13) Notices.

Except as otherwise provided in this Agreement, any notice or other communication required to be given under this Agreement shall be given in writing and shall be sent by Federal Express or by certified or registered United States mail, postage prepaid. Notice shall be deemed to have been given on the date of delivery thereof to the persons indicated at the addresses set forth below, or to such other parties and/or at such other addresses as the parties shall designate by written notice.

Grantor:

or

Grantee:

ATTN:

or

(14) Cumulative Remedies.

The various rights, options, elections, powers and remedies contained in this Agreement, shall be construed, insofar as possible, as cumulative. In the event of breach or default in the terms hereof, the exercise of one right or remedy by either party shall not impair its right to any other right or remedy.

(15) Waiver.

No waiver shall be implied from any action or inaction of any party hereto. Any waiver hereunder shall be effective only if in writing and signed by the party waiving such action, omission, or default. Any waiver shall apply only to the circumstances described therein and shall not apply to any future act, omission, or default.

(16) Entire Agreement.

This Agreement constitutes the entire agreement between the parties pertaining to the subject right-of-way, and, except as otherwise provided for in this Agreement, supersedes all prior and contemporary agreements and understandings concerning the subject right-of-way.

(17) Headings/Captions.

The captions herein are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

(18) Amendment.

No alteration, change, modification or addition shall be made to this Agreement unless made in writing signed by Grantor and Grantee.

(19) Restrictions on Assignment.

Grantee's rights and obligations under this Agreement may not be assigned or transferred in whole or in part, voluntarily or involuntarily, without prior written consent of Grantor. The consent of Grantor shall not be unreasonably withheld; however, it is understood by Grantee that Grantor's consent to any such assignment may be conditioned on, and require, the continued indemnification of Grantor by Grantee as provided in numbered Paragraph of this Agreement after said assignment to a third party.

(20) Recording.

This Agreement shall be recorded in the land records of County, .

(21) Severability.

If any provision of this Agreement shall be found to be illegal, invalid, or unenforceable, such provision shall be deemed to be omitted from this Agreement and shall not invalidate or terminate this Agreement. The remaining provisions shall remain in full force and effect.

(22) Governing Law.

This Agreement shall be governed under the laws of the State of Mississippi notwithstanding the fact that any party may become a resident of or domiciled in another state or jurisdiction.

(23) Litigation.

In the event a suit is filed by any party concerning the terms, provisions, conditions and covenants of this Agreement, the prevailing party shall be entitled to all costs and expenses incurred in connection with such action, including its reasonable attorney's fee.

(24) Counterpart.

This Agreement may be executed in counterparts, each and all of which shall constitute originals of this Agreement for all purposes and all such counterparts together shall be and constitute one and the same agreement.

WITNESS our signatures effective the day of , 20 .

STATE OF

COUNTY OF

Personally appeared before me, the undersigned authority in and for said county and state, on this within my jurisdiction, the within named , who acknowledged that he executed the above and foregoing instrument.

NOTARY PUBLIC

STATE OF

COUNTY OF

Personally appeared before me, the undersigned authority in and for said county and state, on this day of 20, within my jurisdiction, the within named , who acknowledged that he is Agent and Attorney in fact of , a corporation, and that for and on behalf of the said corporation, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do.

NOTARY PUBLIC

My commission expires:

This instrument prepared by:

State Bar No.

Post Office Box

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