PROPOSAL THREE APPROVAL OF ANY ADJOURNMENT OF THE SPECIAL
MEETING, IF NECESSARY OR APPROPRIATE, TO PERMIT SOLICITATION OF ADDITIONAL PROXIES IN FAVOR OF PROPOSALS ONE AND TWO
The Trustee
seeks your approval to adjourn the Special Meeting, if necessary or appropriate, to permit the solicitation of additional proxies in favor of Proposals One and Two. If it is necessary or appropriate to adjourn the Special Meeting, and the
adjournment is for a period of less than thirty (30) days, no notice of the time or place of the reconvened meeting will be given to Unit Holders, other than an announcement made at the Special Meeting.
Required Vote
The proposal to adjourn
the Special Meeting, if necessary or appropriate, to permit the solicitation of additional proxies in favor of Proposals One and Two requires the affirmative vote of Unit Holders who, as of the Record Date, held Units representing a majority of the
Units represented in person or by proxy at the Special Meeting. Accordingly, abstentions and broker non-votes in the proposal to adjourn the Special Meeting will have the effect of votes against such
adjournment. If the enclosed Proxy Card is returned and you have indicated how you wish to vote, the Proxy Card will be voted in accordance with your instructions. Should the enclosed Proxy Card be returned without instructions on how you wish to
vote on this Proposal Three, your Proxy Card will be deemed to grant such authority and will be voted FOR the proposal to adjourn the Special Meeting, if necessary or appropriate, to permit the solicitation of additional proxies in favor of
Proposals One and Two.
The Trustee recommends the Unit Holders vote FOR the adjournment of the Special Meeting, if
necessary or appropriate, to permit the solicitation of additional proxies in favor of Proposals One and Two.
EFFECT OF NEGATIVE VOTES ON PROPOSAL ONE
The notice of resignation of the Trustee stated that the Trustees resignation
would be conditional on the appointment of Argent as successor trustee. If the Unit Holders appoint Argent as successor trustee at the Special Meeting, the Trustees resignation will be effective following the satisfaction or waiver of the
other conditions described herein. If the Unit Holders fail to appoint Argent as successor trustee at the Special Meeting, the Trustee may elect to remain the trustee or may elect to give written notice of its resignation to each Unit Holder, which
resignation would not be contingent upon the appointment of Argent or another successor trustee. If the Trustee resigns and no successor trustee is appointed within the sixty (60) days following the effective date of the Trustees
resignation, then a successor trustee may be appointed by any State or Federal District Court holding terms in Tarrant County, Texas, upon the application of any Unit Holder. If a Unit Holder or the Trustee files such an application, the court may
appoint a temporary trustee at any time after such application is filed and the temporary Trustee shall, pending the final appointment of a successor Trustee, have such powers and duties as the court appointing such temporary Trustee shall provide
in its order of appointment, consistent with the provisions of the Trust Indenture.
EFFECT OF NEGATIVE VOTES
ON PROPOSAL TWO
If the Unit Holders fail to approve the amendment to the Trust Indenture under Proposal Two, the amendment will not
take effect and will not be included in the Trusts Amended and Restated Royalty Trust Indenture. Argent will be unable to serve as successor Trustee, and therefore, the Trustees resignation will not be effective, and Argent will not
become successor Trustee, even if Unit Holders approve Proposal One. The Trustee may elect to give written notice of its resignation to each Unit Holder, which resignation would not be contingent upon the appointment of a successor trustee, in which
case, the process for a successor trustee to be appointed as described above under Effect of Negative Votes on Proposal One would be followed.
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