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Home My WebLink About20230321.tiffCL Energy Rockies, [IC December 28, 2022 Weld County Colorado Board of County Commissioners of the County of Weld c/o Board of County Commissioners 1150 O Street Greeley, CO 80631 RE: Request for Consent to Assign Oil and Gas Lease dated December 10, 1986, Recorded at Rec. No. 2103882 Weld County, Colorado East 30 feet of the SESE of Section 10, T4N-R67W Dear Interest Owner: RECEIVED JAifi$9 2023 WELD COUNTY COMMONERS CL Energy Rockies, L.L.C. ("CLER") is an interest owner in that certain Weld County Oil and Gas Lease (the "Lease") dated December 10, 1986, by and between Weld County, Colorado, a political subdivision of the State of Colorado, acting by and through the Board of County Commissioners of the County of Weld and Shepler & Thomas, Inc. CLER is a successor in interest to Shepler & Thomas, Inc. CLER has entered into a Purchase and Sale Agreement (the "PSA") with GREP Ill -A DJB, LLC; GREP III -B DJB, LLC; GREP IV -A DJB, LLC; and GREP IV -B DJB, LLC (collective "Grey Rock") under which CLER has agreed to assign all its right, title, and interest in the Lease, as defined in the PSA, to Grey Rock. Pursuant to the terms of the Lease, CLER respectfully requests the consent of Weld County, Colorado to assign all of its right, title and interest in the Lease to Grey Rock, with an address of 5217 McKinney Avenue, Suite 400 Dallas, TX 75205. Please indicate confirmation of your consent to assignment of the Lease to Grey Rock by signing in the space provided below and, at your earliest possible convenience, returning an executed copy via email to me, followed by mailing the original of the executed letter in the enclosed envelope. A copy of the Weld County Oil and Gas Lease is attached for your reference. If you no longer own an interest in the assets described in the Agreement, please return this letter and indicate the name and address of the current owner of the interest formerly owned by you. Thank you for your assistance in this matter and should you have any questions or concerns regarding this request, please feel free to contact the undersigned at (817) 339-7346, or mbullard@crestlineinc.com Very truly yours, Michael Bullard Director, Crestline Investors, Inc. We, the undersigned, consent to the assignment of the Lease to Grey Rock: WELD COUNTY, O RADO By: Name: Mike Freeman Title: Chair, Board of Weld County JAN 3 0 2323 Date: 1 Co-hn,. A cttifcX C k- 30-- a3 ATTEST Weld BY: Deputy Cl 404 Cle . the Board oard 2023-0321 I 9 hf'1t-I I Jessica Reid From: Sent: To: Subject: Carrie Lee <Carrie@contexenergy.com> Wednesday, January 25, 2023 8:56 AM CTB-Oil and Gas Leasing RE: Consent to Assign Caution: This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hi Jess, Double Eagle assigned everything they had to CL Energy Rockies. CL Energy Rockies is assigning everything they have to Grey Rock. Double Eagle & CL Energy Rockies will be out completely. Does that answer your question? Thanks, Carrie From: CTB-Oil and Gas Leasing <CTB-OilandGasLeasing@co.weld.co.us> Sent: Tuesday, January 24, 2023 1:15 PM To: Carrie Lee <Carrie@contexenergy.com>; CTB-Oil and Gas Leasing <CTB-OilandGasLeasing@co.weld.co.us> Subject: RE: Consent to Assign Thanks so much! Jess Reid Deputy Clerk to the Board Weld County 1150 O Street Greeley, CO 80631 tel: 970-400-4212 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Carrie Lee <Carrie@contexenergy.com> Sent: Tuesday, January 24, 2023 11:13 AM To: CTB-Oil and Gas Leasing <CTB-OilandGasLeasing@co.weld.co.us> Subject: RE: Consent to Assign 1 Caution: This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hi Jess, When Heather gets back tomorrow, I will check with her on these percentages and get back with you. Thanks, Carrie From: CTB-Oil and Gas Leasing <CTB-OilandGasLeasing@co.weld.co.us> Sent: Tuesday, January 24, 2023 1:00 PM To: Carrie Lee <Carrie@contexenergy.com>; CTB-Oil and Gas Leasing <CTB-OilandGasLeasing@co.weld.co.us> Subject: RE: Consent to Assign Hi Carrie, It looks like in 2014, Incline assigned 66.67% to Double Eagle (Rec. No. 4043740) and retained 33.33%. When Double Eagle assigned it to CL Energy Rockies in 2016 (Rec. No. 4257705), was it 100% of what they owned or was it divided again? Also, what percentage of what CL Energy owns are you assigning to Grey Rock? Jess Reid Deputy Clerk to the Board Weld County 1150 O Street Greeley, CO 80631 tel: 970-400-4212 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Carrie Lee <Carrie@contexenergy.com> Sent: Thursday, January 19, 2023 6:46 PM To: CTB-Oil and Gas Leasing <CTB-OilandGasLeasing@co.weld.co.us> Subject: RE: Consent to Assign Caution: This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hi Jess, See page 12 of the attached for assignment from Double Eagle. Take a look when you get back and let me know if you need anything else. 2 Thanks, Carrie From: CTB-Oil and Gas Leasing <CTB-OilandGasLeasing@co.weld.co.us> Sent: Thursday, January 19, 2023 6:58 PM To: Carrie Lee <Carrie@contexenergy.com> Cc: CTB-Oil and Gas Leasing CTB-OilandGasLeasing@co.weld.co.us> Subject: Consent to Assign Hi Carrie, In looking into this, I don't have record of how CL Energy Rockies, LLC, obtained any part of this lease. Please send me documentation to clarify. The last I show is that Incline Resources assigned 66.67% to Double Eagle Energy Rockies, LLC and retained 33.3%, and then assigned their 33.3% to Grey Rock. I am out tomorrow but will work on this again Monday if I have received the information from you by then. Thanks! Jess Reid Deputy Clerk to the Board Weld County 1150 O Street Greeley, CO 80631 tel: 970-400-4212 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the comm anication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 3 4257705 11/30/2016 04 24 PM Total Pages 20 Rec Fee $106 00 Carly Koppes - Clerk and Recorder, Weld County, CO ASSIGNMENT AND BILL OF SALE THIS ASSIGNMENT AND BILL OF SALE (the "Assignment' ), made and entered into this 306 day of November 2016, by and between DOUBLE EAGLE ENERGY ROCKIES LLC, a Delaware limited liability company, whose address is 1401 Ballinger, Suite 200, Fort Worth, Texas 76102 (the `Assignor"), and CL ENERGY ROCKIES, L L C , a Delaware limited liability company, whose address is 201 Main Street 19th Floor, Fort Worth TX 76102 (the "Assignee") WITNESSETH 1 Conveyance Assignor, for and in consideration of the sum of Ten and No/100ths Dollars ($10 00), cash in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, BARGAIN, SELL, TRANSFER AND ASSIGN unto Assignee, subject to the exceptions and reservations herein contained, all of Assignor's right, title and Interest in and to the (less and except the Excluded Properties (as hereinafter defined), collectively the "Properties") a the oil and gas leases, whether the interests of Seller in such property are fee interest, leasehold interests, licenses, concessions, working interests, farmout rights, or other mineral rights of any nature, more particularly described in Exhibit A attached hereto and made a part hereof for all purposes (the "Leases"), b all oil, gas, water, disposal and injection wells located on the lands covered by such Leases or included in pooled acreage or units with which any such Lease may have been pooled or unitized, including, without limitation, the Wells listed on Exhibit B (the "Wells"), , all oil, gas and other hydrocarbons produced from or attributable to the Wells after 7 00 a m , local time where the Properties are located, on the June 1, 2016 (the "Effective Date") or otherwise located in storage as of the Effective Date, d any and all other property rights located on or relating exclusively to, or otherwise necessary in connection with the operation, maintenance, reworking, redrilling, deepending, sidetracking, recompletion, production and plugging and abandonment of the Wells, the Leases, the leasehold estates created by the Leases, or the lands covered by the Leases and any areas of mutual interest or included in pooled acreage or units with which any Lease has been pooled or unitized ("Units"), including, but not limited to, all easements, rights of way, servitudes contracts, contract rights, water rights, lease, title and other files, geophysical and seismic data, well equipment, pipelines, gathering systems, processing facilities, storage facilities, drillsite pads, imbalances, liens and security interests securing payment for the sale of oil, gas or other hydrocarbons, and any overriding royalty interest in the oil and gas in place or the production -thereof from the Leases, Units, or Wells, and, to the extent assignable, all governmental permits, licenses, and authorizations, as well as any applications for the same, related to the Leases, Units, and/or the Wells or the use thereof The Properties do not include, and there is hereby excluded and reserved to Assignor, the following (collectively, they"Excluded Properties") all limited liability company, financial, tax and legal (other than title) records of Assignor, except to the extent constituting suspended royalties and proceeds attributable to Hydrocarbons in storage as of 'the Effective Date, all deposits, cash, checks, funds and accounts receivable or received attributable to Assignor's interests in the Properties with respect to any period of time prior to the Effective Date, iii all computer or communications software or intellectual property (including tapes, data and program documentation and all tangible manifestations and technical information relating thereto) owned, licensed or used by Assignor, 4257705 11/30/2016 04 24 PM Page 2 of 20 iv any logo, service mark, copyright, trade name or trademark of or associated with Assignor or any affiliate of Assignor, v any files, records, information, or data to the extent that Assignor is prevented from disclosing or transferring such property to Assignee, vi any core samples, seismic records and surveys, gravity maps, electric logs, geological or other geophysical data and records to the extent not related to the Properties, vii all right, title and interest of Assignor and any affiliate of Assignor in and to the assets described on Exhibit C, vii all policies of insurance held by Assignor or any of its affiliates, and ix all vehicles and other rolling stock 2 Purchase Agreement This Assignment is executed pursuant to and is made subject to that certain unrecorded Purchase and Sale Agreement dated October 14, 2016, by and between the Assignor and the Assignee (the "Purchase Agreement") In the event that any provision contained in this Assignment conflicts with any of the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall control 3 Special Warranty of Title Assignor does hereby bind itself, its successors and assigns to warrant and forever defend Defensible Title (as such term is defined in the Purchase Agreement) to the Properties herein conveyed to the Assignee, its successors and assigns, against any person whomsoever lawfully claiming or to claim the same or any part thereof by, through and under Assignor, but not otherwise subject, however, to the Permitted Encumbrances (as such term is defined in the Purchase Agreement) 4 Assumption Assignee hereby assumes, and agrees to be bound by (and shall be entitled to all production, proceeds and benefits with regard to), the oil and gas leases, contracts and other interests constituting the Properties, and Assignee hereby assumes and agrees to be liable with regard to obligations, liabilities or claims attributable or allocable to the ownership and operation of the Properties (other than any Excluded Properties) whether arising before, on or after the Effective Date, except to the extent such obligations, liabilities or claims are expressly included in the Retained Liabilities (as such term is defined in the Purchase Agreement) 5 Disclaimer OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET OUT IN THE PURCHASE AGREEMENT AND THE SPECIAL WARRANTY OF TITLE ABOVE, THIS ASSIGNMENT IS MADE WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND ASSIGNOR EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITHOUT LIMITATION OF THE FOREGOING, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET OUT IN THE PURCHASE AGREEMENT AND THE SPECIAL WARRANTY OF TITLE SET FORTH ABOVE, THE PROPERTIES ARE CONVEYED PURSUANT HERETO WITHOUT ANY WARRANTY OR REPRESENTATION WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO TITLE TO THE PROPERTIES OR RELATING TO THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO THE MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE ASSIGNEE HAS INSPECTED, OR WAIVED ITS RIGHT TO INSPECT, THE PROPERTIES FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION; BOTH SURFACE AND SUBSURFACE, INCLUDING BUT NOT LIMITED TO CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS AND OTHER MAN MADE FIBERS, OR NATURALLY OCCURRING RADIOACTIVE MATERIALS ("NORM") ASSIGNEE IS RELYING SOLELY 4257705 11/30/2016 04 24 PM Page 3 of 20 UPON ITS OWN INSPECTION OF THE PROPERTIES, AND ASSIGNEE ACCEPTS ALL OF THE SAME IN THEIR "AS IS"," WHERE IS" CONDITION. ALSO WITHOUT LIMITATION OF TILE FOREGOING, ASSIGNORMAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO ASSIGNEE IN CONNECTION WITH THIS ASSIGNMENT OR ANY OTHER MATTERS CONTAINED IN ANY MATERIALS FURNISHED OR MADE AVAILABLE TO ASSIGNEE BY ASSIGNOR OR BY ASSIGNOR'S AGENTS OR REPRESENTATIVES ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED BY ASSIGNOR OR OTHERWISE MADE AVAILABLE OR DISCLOSED TO ASSIGNEE ARE PROVIDED ASSIGNEE AS A CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST ASSIGNOR AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT ASSIGNEE'S SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW. 6 Counterparts This Assignment may be executed m multiple identical counterparts If counterparts of this Assigmnent are executed, the signature pages from each counterpart may be combined Into one composite Instrument for all purposes All counterparts together shall constitute only one Assignment, but each counterpart shall be considered an ongmal and shall be binding upon the party so executing The terms, provisions and conditions hereof shall enure to the benefit of, and be binding upon, thoAssignor and Assignee, their respective successors, and assigns f Assignor and Assignee have executed this Assignment on the date first set forth above, to be effective, however, as of the Effective Date ASSIGNOR DOUBL :. " -K' i1 " I1 CKIES LLC ACKNOWLEDGMENT STATE OF Q,uS ) COUNTY OF t4 Oland The foregoing instrument was acknowledged before me on the 30°' day of November 2016, by Cody C Campbell, as Co -CEO of Double Eagle Etiergy Rockies LLC, a Delaware limited liability company, on behalf of said limited liability company 'Ari. Atli KENNEY zNotaryPbhc StateofTaxes Comm Expuas 10 20.2020 ryo Notary ID 130869700 60111 Notary Public, StateSlate T My commission expires to 40 - LO 4257705 11/30/2016 04 24 PM Page 4 of 20 ASSIGNEE CL ENERGY ROCKIES, L L C By Cresthne Management, L P , its manager By Creslline Investors, Inc , its general partner ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF TARRANT ) The foregoing instrument was acknowledged before me on the Q°1-4•- day of November , 2016, by John S Cochran as Vice President of Cresthne Investors, Inc , the general partner of Crestlme Management, L P , the manager of CL Energy Rockies, I I C, a Delaware limited liability company, on behalf of said limited liability company s, � l�lt,?P3! PHILLIPS r�1 ` NCTAPSY PUELIC \,..\!,-.1.4 STATE Oe TEXAS C My Gamin Ex, .14 2016 Notary P blic, State Texas My commission expires col- to-2Olk Signature Page to Assignment and Bill of Sale EXHIBIT A Leases 11/30/2016 04:24 PM LU O ti N- LO N O N 4- O N G) a) (U l2 SEC TWP RNG COUNTY LESSOR LESSEE LEGAL RECORDING EFFECTIVE 29 05N 63W Weld Anadarko E&P Company LP formerly known as RME Petroleum Company and Anadarko Land Corp. formerly known as RME Land Corp. United States Exploration, Inc. NE.4 3258646 1.1.2005 23 05N 64W Weld Union Pacific Railroad Company Pan American Petroleum Corporation NW:4, S'2, except R;2, and other lands 1559660 11125:1970 23 0SN 64W Weld Union Pacific Resources Company SOCO Wattenbe•g Corporation and Damson Investment Groin, Inc. UPRR Right -of -Way as it crosses the SR 2302715 8131:992 27 0SN 64W Weld Leslie S. Herbst and Mildred L. Herbst, Husbard and Wife Energy Minerals Corporation W:2 NE;4 and other lands 1815420 1181:980 35 09N 60W Weld Larry T. Shull and Geraldine L. Shull, husband and wife Petro -Canada Resources (USA. Inc. N:2 3296507 6120;2005 35 09N 60W Weld John R. Copeland and Geraldine J. Copeland, husband and wife, individual y and as Trustees of the John R. Copeland and Geraldine Copeland Revocable Living Trust Dated 5.27.08 FOG Resources, Inc. SE 3768432 3;2512010 35 09N 60W Weld Matthew A. Poulos and Joyce A. Poulos, hasband and wife FOG Resources, Inc. SE 3690934 3125;2010 35 09N 60W Weld Tamera K. Martin, a;k;a Tamera Kay Shull Martin, a married woman dealing in her sole and separate property EOG Resources, Inc. N;2 3690889 4/1/2010 31 01N 66W Weld R&S Baumgartner. LLC AED Group, LLC N;2 NE/4 NWA 4015954 5112;2014 31 01N 66W Weld The Crab!) Trust, Denis B. Clanahan, Trustee MD Group, LLC PART OF THE N,2 4013974 4/23;2014 31 01N 66W Weld Robe•t L. Baumgartner & Sharon A, Baumgartner, JT AED Group, LLC N:2 NE/4 NWA. EXCEPT THE EAST 100 FEET AND PART OF THE N:2 NE:4 NW.4 4015955 5/12;2014 32 01N 66W Weld Anthony Rios Acoma Energy, LLC PART OF WI2 SEA EXCEPT THE EAST 40 FEET THEREOF FOR THE FULTON DITCH 4025070 66/2014 32 03N 63W Weld MAP2009-OK, an Oklahoma general partnership Double Eagle Energy Rockies, LLC NE'4 4067758 124;2014 7 04N 66W Weld Jacob Bernhardt & Lydia Bernhardt, Husband and wife Diamond Hill Indusries. Inc. SWA NW;4 2060678 6/3/:986 10 04N 67W Weld Weld County Colorado Shepler & Thomas. Inc. East 30 Feet of the SEA SEA 2:03882 1210;1986 10 04N 67W Weld George William Griffith & Marjorie May Griffith Gleason Laid Compary SEA SE14. TO THE BASE OF THE CODELL FORMATION ONLY 2080055 1211;1986 10 04N 67W Weld Miriam F. Griffith Gleason Laid Compary SEA SE14, TO THE BASE OF THE CODELL FORMATION ONLY 2080056 1211/1986 10 04N 67W Weld Wayne W. Oster & Florence R. Oster T.S. Pace SE:4 SEA. TO THE BASE OF THE CODELL FORMATION ONLY 1546307 4/21:970 10 04N 67W Weld Benner. L. Spaur, Jr. and Marilyn S. Spaur, husband and wife: By'on L Spaur and Ruby Spaur, husband and wife, Gilbert L. Spaur and Caron Spaur, husband and wife and Glenn H. Spaur Coral Gulf Exploration Corporation E2 SW:4 2010111 3/15;1985 Hello