Torch Energy Royalty Trust (the Trust) was formed pursuant to a trust agreement (Trust Agreement) among Wilmington Trust Company, not in its individual capacity but as trustee of the Trust (Trustee), Torch Royalty Company (TRC) and Velasco Gas Company, Ltd. as owners of certain oil and natural gas properties (Underlying Properties) and Torch Energy Advisors Incorporated as grantor. TRC and Velasco created net profits interests (Net Profits Interests) and conveyed such interests to Torch. TRC and Velasco created net profits interests (Net Profits Interests), which burden certain oil and natural gas properties (Underlying Properties). The working interest owners of the Underlying Properties are Torch Royalty Company, Torch E&P Company, Samson Lone Star Limited Partnership and Constellation Energy Partners LLC (Working Interest Owners). The purpose of the Trust is to hold the Net Profits Interests, to receive payments from the Working Interest Owners, and to make payments to Unitholders.