X0306 4 2012-07-25 0 0001502012 QR Energy, LP QRE 0001273990 DELANO LLOYD V 1401 MCKINNEY SUITE 2400 HOUSTON TX 77010 0 1 0 0 Chief Accounting Officer Common Units 2012-07-25 4 A 0 12259 18.19 A 19423 D Restricted Common Units awarded July 25, 2012 and vesting as follows: (i) 75% of the units shall vest ratably over three years beginning July 1, 2013; and (ii) for the remaining 25%, all or a portion of the Restricted Common Units shall become vested on July 1, 2015 in accordance with a performance based adjustment based upon the valuation of the Company units in relation to its peer group over a time period and pursuant to terms as determined by the Company in its sole and complete discretion. /s/ Gregory S. Roden on behalf of Lloyd V. DeLano 2012-07-27