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Home My WebLink About20203944.tiff4668730 01/07 !1 10:26 AM Total Pages: 11 Rec Fee: $63.00 Carly Koppes - Clerk and Recorder, Weld County, CO WELLBORE ASSIGNMENT r This Wellbore Assignment (this "Assignment"), executed on of this day of November 2020, but effective for as to runs of oil and deliveries of gas and for all other purposes as of April 1, 2015 (the "Effective Date"), is made from WYOTEX Oil Company, a Wyoming corporation ("Assignor"), whose address is P.O. Box 280969, Lakewood, Colorado 80288, to Pivotal DJ Basin, LP, a Delaware limited Partnership ("Assignee"). Whose address is 2021 McKinney Ave Ste 1250, Dallas, TX 75201. 1. Conveyance. For Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee fifty percent (50.00%) of Assignor's right, title and interest in and to the following: a. The Oil and Gas Leases described on Exhibit A attached hereto and made a part hereof, INSOFAR and ONLY INSOFAR as said leases cover and pertain to production from the following Well(s): -Mojack 1-28HN Well (API No. 05-123-39826) located in Section 28, Township 7 North, Range 64 West, Weld County, Colorado, together with any deeper extensions or sidetrack extensions thereof. -Mojack J-28HN Well (API No. 05-123-39824) located in Section 28 , Township 7 North, Range 64 West, Weld County, Colorado, together with any deeper extensions or sidetrack extensions thereof. -Mojack K-28HN Well (API No. 05-123-39855) located in Section 28, Township 7 North, Range 64 West, Weld County, Colorado, together with any deeper extensions or sidetrack extensions thereof. -Mojack L-28HN Well (API No. 05-123-39835) located in Section 28, Township 7 North, Range 64 West, Weld County, Colorado, together with any deeper extensions or sidetrack extensions thereof. -Mojack M-28HN Well (API No. 05-123-39833) located in Section 28, Township 7 North, Range 64 West, Weld County, Colorado, together with any deeper extensions or sidetrack extensions thereof. b. All rights, title and interests derived from all currently valid oil, gas or mineral unitization, pooling and communitization agreements, declaration or orders to the extent that they relate to the Subject Well; c. All production sales contracts, operating agreements and other agreements and contracts currently in effect to the extent related to the Subject Well; d. All easements, permits, licenses, servitudes, rights of way, surface leases and other surface rights appurtenant to, and used or held for use in connection with, the Subject Well; aoao - 39 `4 L4 Laoa-la 4668730 01/07L.,_1 10:26 AM Page 2 of 11 e. All materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all casing, tubing, wellhead equipment, pumping units, flowlines, tanks, buildings, equipment yards, field offices, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, plants and other equipment) to the extent related to the Subject Well; f. All oil, gas and other mineral production from or attributable to the Subject Well prior to or after the Effective Date; and g. All claims, rights and causes of action in favor of Assignor arising or existing prior to the Effective Date with respect to the Subject Well or production from the Properties (including, but not limited to, any and all royalties, contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Grantors and relating and accruing to any time period prior to the Effective Date). The properties, rights and interests specified in the foregoing subsections (a) through (g), SAVE and EXCEPT the Reserved Interest (as hereinafter defined) are herein called the "Properties". TO HAVE AND TO HOLD the Properties unto Assignee, its successors and assigns forever. 2. Reserved Interest. The Properties do not include, and there is hereby expressly excepted and excluded from this Assignment and RESERVED unto Assignor a back -in after payout working interest in the Subject Well (the "Reserved Interest") which is calculated as follows: a. The Reserved Interest is equal to zero percent (0%) of the interest conveyed to Assignee in this Assignment from the Effective Date until the date on which Project Payout (as defined in the Farmout Agreement referred to below and herein so called) occurs until the date on which the Net Proceeds (as defined in the Farmout Agreement) received by Assignee for the Project Area (as defined in the Farmout Agreement) in which the Subject Well is located (the "Subject Project Area") equals one -hundred percent (100%) of the Well Costs (as defined in the Farmout Agreement) paid by Assignee with respect to the Subject Project Area; b. If Project Paout occurs on or before twelve (12) months after the date of first production, the Reserved Interest is equal to fifty percent (50%) of the interest conveyed to Assignee in this Assignment from and after the date on which Project Payout occurs; c. If Project Payout occurs on or before twenty four (24) months after the date of first production, the Reserved interest is equal to forty percent (40%) of the interest conveyed to Assignee in this Assignment from and after the date on which Project Payout occurs; d. If Project Payout occurs after twenty four (24) months from the date of first production, the Reserved interest is equal to thirty percent (30%) of the interest conveyed to Assignee in this Assignment from and after the date on which Project Payout occurs. 4668730 01/071 1 10:26 AM Page 3 of 11 3. Farmout Agreement. This Assignment is made accepted subject to the terms, provisions and conditions of that certain Farmout Agreement dated November 19, 2014, by and between Assignor and Assignee (the "Farmout Agreement"). The Farmout Agreement contains certain representations, warranties and agreements among Assignor and Assignee, some of which survive the delivery of this Assignment, as provided for therein, but third parties may conclusively rely on this Assignment to vest title to the Properties in Assignee. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Farmout Agreement. Notwithstanding anything to the contrary herein, this Assignment will not expand or diminish the rights and obligations under the Farmout Agreement. In the event of a conflict between this Assignment and the Farmout Agreement, the Farmout Agreement shall Control to the extent of such conflict. 4. Special Warranty of Title. Assignor agrees to WARRANT and FOREVER DEFEND, title to the Properties unto Assignee, its successors and assigns against the claims and demands of persons claiming, or to claim the same, or any part thereof, by, through or under Assignor, but not otherwise. 5. Further Assurances. Assignor agrees to execute and deliver to Grantee, and to otherwise cause to be executed and delivered, from time to time, such other and additional instruments, notices, division orders, transfer orders and other documents, and to do all such other and further acts and things, as may be reasonably necessary to more fully and effectively grant, convey and assign to Assignee the Properties and otherwise carry out the transactions contemplated by the Farmout Agreement. 6. Successors and Assigns. This Assignment binds and inures to the benefit of Assignor, Assignee and their respective successors and assigns. 7. Counterparts. This Assignment may be executed in a number of identical counterparts, each of which for all purposes is to be deemed an original, and all of which constitute collectively, one instrument. It is not necessary that each party hereto execute the same counterpart so long as identical counterparts are executed by each such party hereto. [Remainder of page intentionally left blank; signature page follows] 4668730 01/07/....,_1 10:26 AM Page 4 of 11 IN WITNESS WHEREOF, this Assignment is executed by the parties hereto on the date of their respective acknowledgements below, but is effective for all purposes, as of the Effective Date. Assignor: WYOTEX Oil Co pany By: COLORADO NOTARY ACKNOWLEDGMENT State of Colorado County of Denver Louis A. Oswald, III, President The foregoing instrument was acknowledged before me this l" of If1?il by Louis A. Oswald. Ill as President of WYOTEX Oil Company IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial sela the day and year last above written CARL J Tt , AC:TTI NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20184002696 IN COMMISSION EXPIRES JAN. 17, 2022 Notary l"oldie My Commission Expires: VIIPZ-O71.- 4668730 01/07, 1 10:26 AM Page 5 of 11 IN WITNESS WHEREOF, this Assignment is executed by the parties hereto on the date of their respective acknowledgements below, but is effective for all purposes, as of the Effective Date. ASSIGNEE: Pivotal DJ Basin, LP By: Robert Scott Peters, Authorized Person STATE OF TEXAS COUNTY OF DALLAS 1,1 This instrument was acknowledged before me on lama, Li 4 2028 by Robert Scott Peters as Authorized Person of Pivotal DJ Basin, LP a Delaware corpdration, on behalf of said corporation. Notary Public, State of Texas Exhibit A Attached to and made a part of that certain Wellbore Assignment from WYOTEX Oil Company, a Wyoming Corporation, as Assignor, to Pivotal DJ Basin, LP, a Delaware limited partnership, as Assignee # Date Lessor Lessee Recorded Reception Number Land Description Section Twa Range Date 1 1/25/2008 James Dean Carney, SSP Apollo Operating, LLC 2/11/2008 3534449 NE/4 28 7N 64W 2 3/25/2009 Helen L. Cook, widow Apollo Operating, LLC 6/25/2009 3632535 NE/4 28 7N 64W 3 1/25/2008 Martha Brown Crouch, fka Martha Marie (Brown) Calvert, SSP Apollo Operating, LLC 3/4/2008 3539325 NE/4 28 7N 64W 4 12/16/2007 David E. Dewey, SSP Apollo Operating, LLC 1/31/2008 3532509 W/2, NE/4 28 7N 64W 5 ' 12/20/2007 Bessie M. Dewey, widow and heir od Alfred P. Dewey, deceased Apollo Operating, LLC 1/31/2008 3532513 NE/4 28 7N 64W 6 1/8/2008 Raymond G. Dewey, Jr. and Judith Ann Dewey, husband and wife Apollo Operating, LLC 10/21/2008 3585351 NE/4 28 7N 64W 7 11/6/2009 Bert L. Dewey, heir of Willard F. Dewey, deceaed, single Apollo Operating, LLC 11/16/2009 3659851 NE/4 28 7N 64W 8 1/25/2008 Linda L. Dobbins, AIF for Laura Lee (Camey) Elliott, widow Apollo Operating, LLC 2/11/2008 3534448 NE/4 28 7N 64W WV 9Z:01- I.' 9 9/12/2008 Richard Florence and Kristen Florence, husband and wife AT Enterprises, LLC 10/21/2008 3585488 SW/4 28 7N 64W 10 12/14/2007 Elnore L. Fox, SSP Apollo Operating, LLC 1/31/2008 3532502 W/2 28 7N 64W 11 9/12/2008 Steven P. Gabel and Audrey Gabel, husband and wife AT Enterprises, LLC 10/21/2008 3585492 NW/4 28 7N 64W 12 12/6/2007 Mildred Lucille Herbst & Harold K. Herbst, wife and husband Apollo Operating, LLC 1/31/2008 3532515 W/2 28 7N 64W 13 3/18/2009 Richard Hime and Shirley A. Hime, husband and wife Apollo Operating, LLC 6/25/2009 3632533 NE/4 28 7N 64W 14 8/18/2008 Keith Kammerzell and Melodie Kammerzell, husband and wife AT Enterprises, LLC 10/21/2008 3585489 SW/4 28 7N 64W 15 6/10/2009 Nancy Kern, heir of Jerry Charles McDonald, deceased, SSP Apollo Operating, LLC 6/25/2009 3632537 NE/4 28 7N 64W 16 1/25/2008 Cary A. Kincade, single, fka Ada Mae (Carney) Kincade Apollo Operating, LLC 1/31/2008 3532510 NE/4 28 7N 64W 17 12/10/2007 Catherine M. Kuhlman, flca Catherine M. Taggart, married, SSP Apollo Operating, LLC 5/8/2008 3552729 W/2 28 7N 64W 18 5/27/2010 Laverle Londen Lincoln Energy, LLC 6/29/2010 3702365 SE 28 7N 64W 19 8/19/2010 Laverle Londen Lincoln Energy, 10/8/2010 LLC 3724208 NW 28 7N 64W 20 12/14/2007 Wallace Roy MacKenzie and Sandy MacKenzie, husband and wife Apollo Operating, LLC 2/20/2008 3536219 W/2 28 7N 64W 21 5/27/2010 Wallace Roy MacKenzie and Sandy MacKenzie, husband and wife Lincoln Energy, LLC 6/16/2010 3699848 SE 28 7N 64W 22 6/10/2009 Vicky Mangan, heir of Jerry Charles McDonald, deceased, SSP Apollo Operating, LLC 12/22/2009 3666530 NE/4 28 7N 64W 23 6/10/2009 Mary Gayle McDonald, widow and sole heir of Kenneth Lavern McDonald, deceased Apollo Operating, LLC 6/25/2009 3632538 NE/4 28 7N 64W 24 3/25/2009 Leland L. McDonald, married, SSP Apollo Operating, LLC 6/25/2009 3632536 NE/4 28 7N 64W 25 6/10/2009 Terry J. McDonald, heir of Jack Nolan McDonald, deceased, SSP Apollo Operating, LLC 7/16/2009 3636918 NE/4 28 7N 64W 26 6/10/2009 Randy McDonald, heir of Jerry Charles McDonald, deceased, SSP Apollo Operating, LLC 10/23/2009 3655707 NE/4 28 7N 64W 27 6/10/2009 Ted McDonald, heir of Jerry Charles McDonald, deceased, SSP Apollo Operating, LLC 10/23/2009 3655708 NE/4 28 7N 64W 28 6/10/2009 Tim McDonald, heir of Jack Nolan McDonald, deceased, SSP Apollo Operating, LLC 12/11/2009 3664592 NE/4 28 7N 64W WV 9Z:0 L V 29 3/18/2009 Linda A. Mitchell and Timothy D. Mitchell, wife and husband Apollo Operating, LLC 6/25/2009 3632534 NE/4 28 7N 64W 30 . 3/18/2009 Paula L. Mitchell, married, SSP Apollo Operating, LLC 11/30/2009 3662292 NE/4 28 7N 64W 31 8/18/2008 Mojack Interests, LLLP AT Enterprises, LLC 10/21/2008 3585490 NE/4 28 7N 64W 32 6/10/2009 Lori McDonald Petersen, heir of Jerry Charles McDonald, SSP Apollo Operating, LLC 8/20/2009 3643907 NE/4 28 7N 64W 33 6/14/2010 Linda Pfannenstiel, married, SSP Lincoln Energy, LLC 6/22/2010 3700927 SE 28 7N 64W 34 8/19/2010 Linda Pfannenstiel, married, SSP Lincoln Energy, LLC 9/22/2010 3720170 NW 28 7N 64W 35 1/25/2008 Michael E. Potter, sole heir of Mary Louise (Carney) Potter and Virginia L. Potter, his wife Apollo Operating, LLC 2/20/2008 3536218 NE/4 28 7N 64W 36 9/15/2008 Ronald L. Rich, single, and Kevin Rich and Amy Rich, husband and wife AT Enterprises, LLC 10/21/2008 3585491 NE/4 28 7N 64W 37 9/15/2008 Ronald L. Rich, single, and Kevin Rich and Amy Rich, husband and wife AT Enterprises, LLC 10/21/2008 . 3585494 NW/4 28 7N 64W 38 112/12/2007 Marlene Richter, married, SSP Apollo Operating, 1/31/2008 LLC 3532508 W/2 28 7N 64W 39 11/13/2009 Timothy Robel Revocable Trust and Leanne Robel Revocable Trust AT Enterprises, 12/14/2009 LLC 3664916 SW/4 28 7N 64W 40 9/16/2010 Beverly A. Schell and Donald J. Schell, wife and husband WYOTEX Oil Company 9/16/2010 3718934 SE/4 28 7N 64W 41 12/13/2007 Lois E. Steiner, married, SSP Apollo Operating, LLC 1/31/2008 3532507 W/2 28 7N 64W 42 5/27/2010 Lois E. Steiner, married, SSP Lincoln Energy, LLC 6/16/2010 3699847 SE 28 7N 64W 43 12/10/2007 Joan E. Taggart, single Apollo Operating, LLC 1/31/2008 3532505 W/2 28 7N 64W 44 12/12/2007 Mary Vance, married, SSP Apollo Operating, LLC 1/31/2008 3532506 W/2 28 7N 64W 45 12/9/2007 Beverly A. Schell, AIF for Irma MacKenzie, widow Apollo Operating, LLC 1/31/2008 3532503 W/2 28 7N 64W 46 12/15/2007 Charles D. Warren, married, SSP, heir of Edna Margaret Dewey Warren, deceased Apollo Operating, LLC 1/31/2008 3532511 NE/4 28 7N 64W 47 12/15/2007 Richard C. Warren, married, SSP, heir of Edna Margaret Dewey Warren, deceased Apollo Operating, LLC 1/31/2008 3532512 NE/4 28 7N 64W 48 12/15/2007 Fred J. Warren, single, heir of Edna Margaret Dewey Warren, deceased Apollo Operating, LLC 1/31/2008 3532514 NE/4 28 7N 64W 49 10/6/2010 Weld County, Colorado Bayswater Exploration & Production, LLC 10/7/2010 3723829 SE/4 28 7N 64W 50 12/9/2007 Donna Williams flca Donna MacKenzie, married, SSP Apollo Operating, LLC 1/31/2008 3532504 W/2 28 7N 64W 51 8/8/2008 Donna MacKenzie Williams, married, SSP AT Enterprises, LLC 12/14/2009 3664917 SE 28 7N 64W 52 11/6/2009 Ruth Darene Wisecup, married, SSP Apollo Operating, LLC 12/11/2009 3664594 NE/4 28 7N 64W Hello