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Home My WebLink About20221294.tiffApril 21, 2022 Board of County Commissioners Weld County, Colorado P.O. Box 758 Greeley, Colorado 80632 Attn: County Commissioners RECEIVED APR 2 7 2022 WELD COUNTY COMMISSIONERS Re: Request for Consent to Assignment Weld County Oil and Gas Lease Dear County Commissioners: Please accept this letter and its attachments as a request for consent to assign the following Weld County Oil and Gas Lease as required by paragraph 9 of the Lease: 1. Weld County Oil and Gas Lease dated July 30, 2020 recorded at Reception No. approximately 1.21 net mineral acres located in Section 30, T. 8 N., R. 60 W.; 2. Weld County Oil and Gas Lease dated July 30, 2020 recorded at Reception No. approximately 1.21 net mineral acres located in Section 29, T. 8 N., R. 60 W.; 3. Weld County Oil and Gas Lease dated July 30, 2020 recorded at Reception No. approximately 1.21 net mineral acres located in Section 29, T. 8 N., R. 60 W.; 4. Weld County Oil and Gas Lease dated July 30, 2020 recorded at Reception No. approximately 1.21 net mineral acres located in Section 30, T. 8 N., R. 60 W.; 4618921, covering 4618920, covering L E.O 3'a -t - 15 4618919, covering L,t.,OV1 1- 1L-1 4618918, covering 1.-e....O1 a'1- 13 Foundation Energy Find III -A, L.P., Foundation Energy Fund III -B Holding, LLC, Foundation Energy Fund IV -A, L.P., Foundation Energy Fund IV -B Holding, LLC, and Foundation Energy Management, LLC assigned to DPOC all of its right, title and interest in and to the Leases pursuant to the Assignment, Conveyance and Bill of Sale attached as Exhibit A as detailed therein. Enclosed is a check for $400.00 to cover the assignment fee of $100.00 per Lease. Please execute this letter in the space provided below to indicate Weld County's written consent to assign the Leases, and return the executed original in the enclosed postage -paid envelope. Thank you for your service. Sincerely, Foundation Energy Management, LLC et al. By: Joel P. Sauer Title: Executive Vice President The Board County Commissioners of the County of Weld approves and consents to the assignment of Oil and Leaseas defined above, on this 9th day of May 20 22 By: Name: 6cott K. James Title: BOCC Chair Cons rvs< RcdurNac. 6 -- as 2022-1294 L teaa.1 - 13 Ea"3 -1 - l 5 LEs) 3z1- 1`4 - \CD 4799933 02/04/2022 12:29 PM Total Pages: 10 Rec Fee: $58.00 Carly Koppes - Clerk and Recorder, Weld County , CO When Recorded Please Return To: DPOC, LLC 1400 16th Street, #300 Denver, CO 80202 ASSIGNMENT, BILL OF SALE AND CONVEYANCE This Assignment, Bill of Sale and Conveyance ("Assignment") is dated as of January 1, 2022, from Foundation Energy Fund III -A, LP; Foundation Energy Fund III -B Holding, LLC; Foundation Energy Fund IV -A, LP; Foundation Energy Fund IV -B Holding, LLC; and Foundation Energy Management, LLC, each with an address of 5057 Keller Springs Road, Suite 650, Addison, Texas 75001 (collectively, the "Assignors"), to DPOC, LLC, a Delaware limited liability company with an address of 1400 16th Street, Suite 300, Denver, Colorado 80202 (the "Assignee"). For $10 and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Assignors sell, assign and convey to Assignee, its successors and assigns, all of Assignors' right, title and interest in and to the following (but reserving, excepting and excluding the Excluded Assets defined in clause B below) (collectively, the "Assets"): all of Assignors' right, title, and interest in and to: (a) oil and gas leases insofar as they cover depths from the surface of the earth to the base of the Carlile Formation in the geographic area (the "Acquisition Area") shown and described in Exhibit A, including all overriding royalty interests, carried interests, reversionary interests, involuntarily pooled interests, operating rights, and other rights and interests relating to such leases; (b) oil and gas leases insofar as they cover depths below the base of the Carlile Formation in the Acquisition Area, including all overriding royalty interests, carried interests, reversionary interests, involuntarily pooled interests, operating rights, and other rights and interests relating to such leases, but only to the extent Assignors acquired their interest in these leases and interests from Assignee; 4799933 02/04/2022 12:29 PM Page 2 of 10 (c) the oil and gas wells described in Exhibit B, together with fixtures and personal property associated therewith and all hydrocarbons and other substances produced therefrom; (d) surface leases, easements, joint operating agreements, production gathering and purchase contracts, and all other contracts and agreements of every type and nature, insofar and only insofar as they are used in connection with the exploration, drilling, production, gathering, treatment, processing, storing, sale or disposal of hydrocarbons, produced water and other substances from the properties, interests and wells described in the foregoing clauses (a) through (c); (e) unitization, pooling and communitization agreements, declarations, orders, and the units created thereby relating to wells drilled or proposed to be drilled to produce hydrocarbons and other substances from formations above the base of the Carlile Formation in the Acquisition Area; and (fl joint operating agreements and, to the extent transferable, all pending applications for location assessment permits, permits to drill, and other permissions filed with the Colorado Oil and Gas Conservation Commission concerning wells proposed but not yet drilled for production from formations above the base of the Carlile Formation in the Acquisition Area. TO HAVE AND TO HOLD the Assets, together with all the rights, privileges, and appurtenances thereto, unto the Assignee and its successors and assigns forever, subject to the following exceptions, reservations, terms and conditions: A. Purchase and Sale Agreement. This Assignment is executed and delivered pursuant to a Purchase and Sale Agreement among Assignors and Assignee dated February 4, 2022 and is subject to the terms and conditions contained therein. The provisions of the Purchase and Sale Agreement shall not be deemed to have merged into this Assignment and shall survive the execution and delivery of this Assignment according to their terms. B. Excluded Assets. The following assets (the "Excluded Assets") are specifically excluded from the Assets and are reserved and retained by Assignors: (a) wellbores of the oil and gas wells described on Exhibit C-1, together with fixtures and personal property associated therewith, all hydrocarbons and other substances produced therefrom, and the right to access, operate, maintain, produce hydrocarbons from, workover, remediate, and plug and abandon such wells, but with no right to stimulate, fracture, or complete for production any such well for production from a formation above the base of the Carlile Formation; 2 4799933 02/04/2022 12:29 PM Page 3 of 10 (b) oil and gas leases insofar as they cover depths below the base of the Cathie Formation in the Acquisition Area, including all overriding royalty interests, carried interests, reversionary interests, involuntarily pooled interests, operating rights, and other rights and interests relating to such leases, but only to the extent Assignors acquired their interest in these leases and interests from a person other than the Assignee; (c) oil and gas leases which Assignors acquired from Assignee, insofar as they cover depths below the base of the Carlile Formation in the Acquisition Area, including all overriding royalty interests, carried interests, reversionary interests, involuntarily pooled interests, operating rights, and other rights and interests relating to such leases, but only to the extent necessary for Assignors to access, operate, maintain, produce, workover, remediate, and plug and abandon the wells shown on Exhibit C-1 , and not any other wells; (d) wellbores of the oil and gas wells described on Exhibit C-2, together with fixtures and personal property associated therewith, all hydrocarbons and other substances produced therefrom, and the right to access, operate, maintain, produce hydrocarbons from, workover, remediate, and plug and abandon such wells, but with no right (i) to stimulate, fracture, or complete for production any such well for production from a formation other than the Niobrara Formation or (ii) to drill any new lateral; (e) oil and gas leases insofar as they cover the Niobrara Formation in the Acquisition Area, including all overriding royalty interests, carried interests, reversionary interests, involuntarily pooled interests, operating rights, and other rights and interests relating thereto, but only to the extent necessary for Assignors to access, operate, maintain, produce, workover, remediate, and plug and abandon the specific wells shown on Exhibit C-2, and with no right to sidetrack, drill, or have any interest in any other well now or hereafter completed for production in the Niobrara Formation; (fl (g) surface leases, easements, joint operating agreements, production gathering and purchase contracts, and all other contracts and agreements of every type and nature, insofar and only insofar as they are used in connection with the exploration, drilling, production, gathering, treatment, processing, storing, sale or disposal of hydrocarbons, produced water and other substances from the properties, interests and wells described in the foregoing clauses (a) through (e); and unitization, pooling and communitization agreements, declarations, orders, and the units created thereby relating to the wells shown in Exhibits C-1 and C-2. 4799933 02/04/2022 12:29 PM Page 4 of 10 C. Special Warranty of Title. Assignors warrant title and agree to defend Assignee against every person whomsoever claiming an interest in the Assets by, through or under any Assignor, but not otherwise. D. Carlile Formation. The "Carlile Formation" means the geologic formation known as the Carlile Formation, the base of which is found at 6,454 feet measured subsurface depth in the DOC Federal Osprey 35-3 (05-123-20272) well in Section 35, Township 8 North, Range 60 West, Weld County, Colorado. E. Niobrara Formation. The "Niobrara Formation" means the geologic formation known as the Niobrara Formation, the top of which is found at 6,096 feet measured subsurface depth in the DOC Federal Osprey 35-3 (05-123-20272) well in Section 35, Township 8 North, Range 60 West, Weld County, Colorado, and the base of which is found at 6,411 feet measured subsurface depth in that same well. F. Government Assignment Farms. Separate assignments of federal, state and county leases and interests therein may be executed on officially approved forms by Assignors and Assignee in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all of the exceptions, reservations, limitations, terms, conditions and warranties set forth herein as fully as though they were set forth in each such assignment. The interests conveyed by such separate assignments are the same, and not in addition to, the interests conveyed herein. G. Counterparts. This Assignment may be executed by Assignors and Assignee in any number of counterparts, each of which shall be deemed an original instrument, although all of which together shall constitute but one and the same instrument. [signatures and acknowledgments on following pages] 4 4799933 02/04/2022 12:29 PM Page 5 of 10 IN WITNESS WHEREOF, Assignor and Assignees have executed this Assignment, effective January 1, 2022. Foundation Energy Fund III -A, LP By: Foundation Energy Management, LLC, Its dole manager Gu. Joel Sauer, EVP Foundation Energy Fund IV -A, LP By: Foundation Energy Management, LLC, Its sole manager 1 By: -f ,._. ._ Joel P. Sauer, EVP Foundation Energy Fund III -B Holding, LLC By: Foundation Energy Management, LLC Its sole rllanager Joel'. Sauer, EVP Foundation Energy Fund IV -B Holding, LLC By: Foundation Energy Management, LLC Its sole manager Foundation Energy Management, LLC 1 By: Joel P. Sauer, EVP Hold for further instructions STATE OF COLORADO CITY AND COUNTY OF DENVER 1 Joel e. Sauer, EVP This instrument was acknowledged before me this :�$ day of rb/uar y , &,2, by Joel Sauer as Executive Vice President of Foundation Energy Management, LLC, a Texas limited liability company, as Manager of Foundation Energy Fund III -A, L.P.; Foundation Energy Fund III B Holding, LLC; Foundation Energy Fund IV -A, L.P.; and Foundation Energy Fund IV -B Holding, L.L.C. My commission expires: 1 11 i_ 4.122- * ---4-Y 1 t Att: Notary Public �. M0R„AIMA HERNANDEZ ......._._�__Notary Public State of Colorado Notary ID # 20184044188 I Mr Commission Expires 11-14-2022 4799933 02/04/2022 12:29 PM Page 6 of 10 DPOC, LLC By Mallard Exploration, LLC, a Delaware limited liability company, as sole member By: Name: da Mattson Title: Vice President - Land STATE OF COLORADO ) CITY AND } COUNTY OF DENVER ) This instrument was acknowledged before me on February 4, 2022, by aolt0Ars M xTr'c ets as L/itt filet n -Li4 r4 n of Mallard Exploration, LLC, a Delaware limited liability company, the sole member of DPOC, LLC, a Delaware limited liability company, on behalf of the company. My commission expires: 2 I 12 it b Notary Public CRISTINA CARRASCO NOTARY PUBLIC STATE OF COLORADO Notary ID 20184007123 My Commission Expires: FEBRUARY 13, 2026 4799933 02/04/2022 12:29 PM Page 7 of 10 Exhibit A Acquisition Area Attached to and made a part of that certain Assignment, Bill of Sale and Conveyance dated effective January 1, 2022 by and between DPOC, LLC, as Buyer, and Foundation Energy Fund III -A, LP; Foundation Energy Fund III -B Holding, LLC; Foundation Energy Fund IV -A, LP; Foundation Energy Fund IV -B Holding, LLC; Foundation Energy Management, LLC, as Seller. 69W 7N 60W Township 8 North, Range 60 West. 6th P.M. Section 27: All Section 28: All Section 29: All Section 30: All Section 31: All Section 32: All Section 33: All Section 34: All Section 35: All Section 36: All End of Exhibit A 7N 59W' Township 7 North, Range 60 West. 6th P.M. Section 1: All Section 5: All Section 6: All Township 7 North, Range 59 West, 6th P.M. Section 6: All Township 8 North, Rang 59 West, 6th PA, Section 31: All 4799933 02/04/2022 12:29 PM Page 8 of 10 Exhibit B Buyer Wells Attached to and made a part of that certain Assignment, Bill of Sale and Conveyance dated effective January 1, 2022 by and between DPOC, LLC, as Buyer, and Foundation Energy Fund III -A, LP; Foundation Energy Fund III -B Holding, LLC; Foundation Energy Fund IV -A, LP; Foundation Energy Fund IV -B Holding, LLC; Foundation Energy Management, LLC, as Seller. Well Name API Number Operator Name Township Range Section Shoveler Fed #29-30-1HN 05-123-47028 Mallard Exploration, LLC 8N 60W 29 Cinnamon Teal #35-15HC 05-123-46646 Mallard Exploration, LLC 8N 60W 35 Cinnamon Teal #35-16HN 05-123-46650 Mallard Exploration, LLC 8N 60W 35 Green Teal Fed #34-27-15HN 05-123-46177 Mallard Exploration, LLC 8N 60W 34 Green Teal Fed #34-27-16HN 05-123-46182 Mallard Exploration, LLC SN 60W 34 Green Teal Fed #34-27-1HN 05-123-46170 Mallard Exploration, LLC 8N 60W 34 Green Teal Fed #34-27-3HN 05-123-46172 Mallard Exploration, LLC 8N 60W 34 Green Teal Fed #34-27-2HN 05-123-46178 Mallard Exploration, LLC 8N 60W 34 Green Teal Fed #34-27-5HN 05-123-46179 Mallard Exploration, LLC 8N 60W 34 Green Teal Fed #34-27-4HN 05-123-46181 Mallard Exploration, LLC 8N 60W 34 4799933 02/04/2022 12:29 PM Page 9 of 10 Exhibit C-1 Seller Excluded "D" Sand Wells Attached to and made a part of that certain Assignment, Bill of Sale and Conveyance dated effective January 1, 2022 by and between DPOC, LLC, as Buyer, and Foundation Energy Fund III -A, LP; Foundation Energy Fund III -B Holding, LLC; Foundation Energy Fund IV -A, LP; Foundation Energy Fund IV -B Holding, LLC; Foundation Energy Management, LLC, as Seller. Well Name API Number Operator Name Township Range Section CHALK 31-13 05-123-30654 Foundation Energy Management, LLC 8N r 59W 31 D.O.C. SHOWERS 32-12-10 05-123-19437 Foundation Energy Management, LLC 8N 60W 32 DOC POWELL 30-14-11 05-123-19447 Foundation Energy Management, LLC 8N 60W 30 FED ALBATROSS 33-12 05-123-20232 Foundation Energy Management, LLC SN 60W 33 FED FALCON 33-6 05-123-20233 Foundation Energy Management, LLC 8N 60W 33 FED GOSHAWK 28-13 05-123-22634 Foundation Energy Management, LLC 8N 60W 28 FED MACAW 33-1 05-123-19938 Foundation Energy Management, LLC 8N 60W 33 FED NORTH WILDHORSE 7-28 05-123-12824 Foundation Energy Management, LLC 8N 60W 28 FED OSPREY 35-3 05-123-20272 Foundation Energy Management, LLC 8N 60W 35 FED OSTRICH 29-8-6 05-123-19666 Foundation Energy Management, LLC 8N 60W 29 FED PELICAN 33-8 05-123-20243 Foundation Energy Management, LLC 8N 60W 33 FED PLOVER 28-5 X 05-123-20126 Foundation Energy Management, LLC SN 60W 28 FED TOUCAN 28-14 05-123-20234 Foundation Energy Management, LLC 8N 60W 28 FRANK 35-7 05-123-21739 Foundation Energy Management, LLC RN 60W 35 GREEN 1-10 05-123-35755 Foundation Energy Management, LLC 7N 60W 1 GREEN 1-1 05-123-26575 Foundation Energy Management, LLC 7N 60W 1 HILL 31-15-8 05-123-19368 Foundation Energy Management, LLC 8N 60W 31 HILL 31-9-11 05-123-19627 Foundation Energy Management, LLC 8N 60W 31 HILL 6-1 05-123-20169 Foundation Energy Management, LLC 7N 60W 6' HOFFMAN 34-1 05-123-20902 Foundation Energy Management, LLC 8N 60W 34 HOFFMAN 34-10 05-123-20097 Foundation Energy Management, LLC SN 60W 34 PAUL 6-7 05-123-21912 Foundation Energy Management, LLC 7N 59W 6 SHOWERS 32-5-7 05-123-19441 Foundation Energy Management, LLC SN 60W 32 SHOWERS 5-4 05-123-19939 Foundation Energy Management, LLC 7N 60W 5 STATE 36-16 05-123-20908 Foundation Energy Management, LLC 8N 60W 36 WICKSTROM 6-12 05-123-32065 Foundation Energy Management, LLC 7N 59W 6 WICKSTROM 6-5 05-123-21315 Foundation Energy Management, LLC 7N 59W 6 WICKSTROM 6-4 05-123-38576 Foundation Energy Management, LLC 7N 59W 6 4799933 02/04/2022 12:29 PM Page 10 of 10 Exhibit C-2 Seller Excluded Niobrara Wells Attached to and made a part of that certain Assignment, Bill of Sale and Conveyance dated effective January 1, 2022 by and between DPOC, LLC, as Buyer, and Foundation Energy Fund III -A, LP; Foundation Energy Fund III -8 Holding, LLC; Foundation Energy Fund IV -A, LP; Foundation Energy Fund IV -B Holding, LLC; Foundation Energy Management, LLC, as Seller. Well Name API Number Operator Name Township Range , Section Leggett #1-5H 05-123-35277 Red Hawk Petroleum LLC 7N 60W 5 Reines #1-1H 05-123-34880 Red Hawk Petroleum LLC 7N 60W 1 Hemberger 3-26-34-8-60 _ 05-123-35814 Verdad Resources LLC 8N 60W 35 DPOC, LLC 1400 16TH ST., SUITE 300 DENVER, CO 80202 Page 1 of 1 VENDOR No.\NAME CHECK DATE CHECK NUMBER AMOUNT Weld County Government Apr 21, 2022 2890 $400.00 Reference Inv Date Assign Fees 04/21/22 p c\ v iI Invoice No. Invoice Amt 400.00 Prior Pmt Discount Amount Paid 0.00 0.00 400.00 E.O 3-Y1 - �3 Uto3Z'1- l� L�o3a1 - 1s PAYEE: DETACH THIS STATEMENT BEFORE DEPOSITING Hello