Mineral Appraiser Engagement Letter (Template)

1. Parties and engagement

[ENGAGING FIRM] (the "Firm"), in its capacity as counsel to the [PERSONAL REPRESENTATIVE / EXECUTOR / TRUSTEE] of the Estate of [DECEDENT NAME] (the "Estate"), hereby engages [APPRAISER NAME], a [STATE]-credentialed [AAPL CMM / ASA / MAI / OTHER] mineral appraiser (the "Appraiser") to deliver a written date-of-death fair-market-value opinion of the mineral, royalty, NPRI, ORRI, and/or working interests identified on the attached Schedule A (the "Subject Interests").

2. Purpose and intended use

The appraisal is engaged solely for the purpose of supporting (a) the federal estate-tax valuation of the Subject Interests on IRS Form 706 of the Estate, and (b) the consistent-basis reporting required of the Estate and its beneficiaries under IRC § 1014(f) and § 6035 (Form 8971 and Schedule A). The appraisal is not engaged for, and shall not be relied upon for, any sale, lease, financing, or commercial transaction.

3. Effective date of value

The effective date of value shall be [DATE OF DEATH] (the "DoD"). If the Estate timely elects the alternate-valuation date under IRC § 2032, the Firm will notify the Appraiser in writing and the Appraiser will deliver a supplementary opinion as of [DoD + 6 MONTHS], using the same methodology, on a fee schedule to be agreed in writing.

4. Scope of work

• ·Identify each Subject Interest by state, county, legal description, interest type (MI / RI / NPRI / ORRI / WI), decimal interest, and operator of record.
• ·Reconcile the Subject Interests to the operator records, division orders, and any recorded leases of record.
• ·Develop the appropriate valuation approach(es) under USPAP Standards 9 and 10 (or the analogous standard under the Appraiser’s credentialing body), exercising independent professional judgment in selecting the income approach, comparable-sales approach, or both, and in selecting any income-approach inputs (forward price deck, decline-curve fit, discount rate). Methodology selection is the Appraiser’s professional judgment; the Firm makes no representation or instruction as to which approach or which inputs to use.
• ·Document each comparable-sale, public-record, or third-party-data source relied upon, with sufficient specificity that the source can be verified by a future examiner.
• ·Develop a written report meeting USPAP Standards Rule 10-2 (or the analogous standard) and the documentation expectations of the IRS Estate and Gift Tax Examiners’ Handbook.

5. Independence and Pointer Minerals

The Appraiser represents that the Appraiser, the Appraiser’s firm, and any subcontractor used in this engagement (a) is not a party that has bid on, offered for, or is in active negotiations to purchase any of the Subject Interests; (b) has no contingent fee arrangement with any party that would gain or lose from the value reported; and (c) is not an employee, contractor, or affiliate of Pointer Minerals or Pointer Petroleum, LLC, or any other named buyer of mineral interests. Any disclosable conflict shall be raised to the Firm in writing within ten (10) business days of engagement.

6. Deliverables

• ·A written report, signed and dated, including: identification of the Subject Interests; the Appraiser’s certifications under USPAP Standards Rule 10-3 (or equivalent); the methodology selected and the inputs used; the comparable-sales or income-approach computation; the value conclusion per Subject Interest; and the value conclusion in the aggregate.
• ·A workpaper file containing the underlying production records, price and differential references, comparable-sales documentation, decline-curve fits, and any operator correspondence relied upon. Workpapers are to be retained by the Appraiser for not less than seven (7) years from the date of the report (consistent with USPAP recordkeeping rules and the IRS three-year + extension audit window).
• ·Reasonable cooperation, on the same fee schedule, with any IRS examination of Form 706 of the Estate as it relates to the Subject Interests, including production of the workpaper file under summons or subpoena.

7. Fees and timing

Fees: $[FEE], billed [LUMP SUM ON DELIVERY / HOURLY AT $RATE]. Estimated delivery: not later than [DATE], with progress updates at [WEEKLY / BI-WEEKLY] intervals. The Firm will provide the data inputs requested on the attached Schedule B (operator pay decks, division orders, recorded leases, regulator production reports) within ten (10) business days of execution of this engagement.

8. Reliance, limitations, and confidentiality

The report shall state that it is intended to be relied upon only by the Estate and its tax preparers for the purpose stated in Section 2. The Appraiser may identify Pointer Minerals (the funder of the published template) as a referrer only with the Firm’s written consent. All decedent-identifying information, operator records, and pay-deck data are to be treated as confidential and used solely for the purpose of this engagement.

9. Termination

Either party may terminate this engagement on fifteen (15) days’ written notice. On termination, the Appraiser will deliver all work product produced to date and will be compensated for time and expenses through the termination date.

10. Governing law and signatures

This engagement is governed by the laws of [STATE]. Executed on the dates set forth below. For the Firm: [NAME, TITLE] Date: ____________ For the Appraiser: [NAME, CREDENTIAL] Date: ____________