HomeMy WebLinkAbout20203085.tiffGreat Western Operating Company, LLC
1001 17th Street, Suite 2000
Denver, Colorado 80202
Great Western
OPERATING COMPANY, LLC'
303.398.0302 Main
866.742.1784 Fax
www.greatwesternpetroleum.com
October 2, 2020
Board of County Commissioners
Weld County, Colorado
P.O. Box 758
Greeley, Colorado 80632
Attn: County Commissioners
Re: Request for Consent to Assignment
Weld County Oil and Gas Lease
Dear County Commissioners:
RECEIVED
OCT 0 8 2020
WELD 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 requirexi by paragraph 9 of the Lease:
1. Weld County Oil and Gas Lease dated October 4th, 2006 recorded at Reception No. 3430477,
covering approximately 316.35 net mineral acres located in Section 31, T. 7 N., R. 63 W.
Grizzly Petroleum Company, LLC assigned to DPOC, LLC, all of its right, title and interest in and to the
Leases, less and except all existing vertical and horizontal wellbores and the production therefrom, pursuant to the
Assignment, Conveyance and Bill of Sale attached as Exhibit A.
Enclosed is a check for $25.00 to cover the assignment fee.
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,
Grizzly Petroleum Company, LLC
The Board of County Commissioners of he°unty of d proves and consents to the assignment of Oil
and Leases, as defined above, on this L��ay of 2020.
By:
Name: Mike Freeman
Title: BOCC Chair
O ( 4 - a. o ao
OCT 1 41 2020
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2020-3085
LEoo8L-I
4484244 04/26/2019 09:05 AM
Total Pages: 13 Rec Fee: $73.00
Carly Koppes - Clerk and Recorder, Weld County, CO
ASSIGNMENT AND BILL OF SALE
This Assignment and Bill of Sale (Assignment') is dated April 25, 2019, but effective
for all purposes as of 7:00 a.m. Mountain Time on April 1, 2019 (the "Effective Time"), by and
from Grizzly Petroleum Company, LLC, a Colorado limited liability company whose address
is 1001 17th Street, Suite 2000, Denver, Colorado 80202 ("Assignor"), to DPOC, LLC, a
Delaware limited liability company, whose address is 1400 16th Street, Suite 300, Denver,
Colorado 80202 ("Assigned). Assignor and Assignee are sometimes referred to herein
individually as a "Party" or collectively as the "Parties."
In consideration of the mutual promises contained herein, one hundred dollars (5100.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, effective as of the Effective Time Assignor hereby sells, assigns, transfers,
grants, bargains, and conveys to Assignee all of Assignor's right, title, and interest in and to the
following (collectively, the "Assets'):
A. The oil and gas leases as described on Exhibit A attached hereto and made a part
hereof, including Assignor's operating rights, working interests, and net revenue interests in said
leases, but only as to the depths owned by Assignor in the specific lands shown on Exhibit A (the
"Leases");
B.To the extent assignable or transferrable, the presently existing and valid permits,
licenses, approvals, production sales contracts, and other contracts and agreements described in
subpart (b) of the definition of the term "Assets" within the Agreement (as that term is defined
below), in each case to the extent used or held for use in connection with the ownership, use, or
operation of the Leases, other than the Excluded Wells (as defined below) (collectively, the
"Contracts");
C. The oil, gas, natural gas, casinghead gas, drip gasoline, natural gasoline, natural
gas liquids, condensate, crude oil, and other hydrocarbons, whether gaseous or liquid
(collectively, "Hydrocarbons"), produced or severed after the Effective Time from, and which
are attributable to, the Leases, except Hydrocarbons produced from the Excluded Wells; and
D. All files, records, information and data, whether written or electronically stored,
which are primarily related to the Assets described in Parauranhs A. through C. above (or the
Take -Over Assets, as applicable and as that term is defined below) and are in the Assignor's
possession, including, but not limited to, land and title records (including abstracts of title, title
opinions, and title curative documents), contracts and related documents, correspondence, and
operations, environmental, production, and accounting records, but excluding from the foregoing
(i) files, records, and other data subject to written unaffiliated third -party contractual restrictions
on disclosure or transfer for which no consent to disclose or transfer has been received, or to the
extent such disclosure or transfer is subject to payment of a fee or other consideration for which
the Assignee has not agreed in writing to pay the fee or other consideration, as applicable, (ii) all
proprietary technology and improvements, proprietary or licensed computer software, seismic
data and interpretations thereof, patents, trade secrets, copyrights, names, trademarks, and logos,
and (iii) all documents and instruments other than title opinions that may be protected by the
attorney -client privilege, work product doctrine, or other applicable privilege;
Provided, however, that the Assets do not include the following, which are hereby excepted from
the Assets and reserved by Assignor (collectively, the "Excluded Assets"):
i. All existing oil and gas wells on the lands covered by the Leases, or on
lands pooled therewith, including those described on exhibit B attached hereto and made a part
hereof, along with any and all associated working interest and net revenue interest in said wells
(the "Excluded Wells"), with the right to access, operate, maintain, produce Hydrocarbons from,
workover, add artificial lift to, remediate, and plug and abandon the Excluded Wells, but with no
right (i) to stimulate, fracture, or deepen an Excluded Well; or (ii) to drill a horizontal lateral
from an Excluded Well;
ii. The Leases, insofar and only insofar as is necessary for Assignor to
access, operate, maintain, produce Hydrocarbons from, workover, add artificial lift to, remediate,
and plug and abandon the Excluded Wells, but with no right to participate in new wells drilled on
or through the lands covered by the Leases or lands pooled therewith;
4484244 04/26/2019 09:05 AM
Page 2 of 13
iii. All mineral fee interests;
iv. All overriding royalty interests in or relating to the Assets;
v. Joint and concurrent rights to the Contracts insofar and only insofar as is
necessary for Assignor to access, operate, maintain, produce Hydrocarbons from, workover, add
artificial lift to, remediate, and plug and abandon the Excluded Wells;
vi. All rights -of -way, easements, servitudes, surface use agreements, and
other surface rights related to the ownership, use, or operation of the Excluded Wells;
vii. The oil, gas, and other Hydrocarbons produced or severed from, and
which are attributable to, the Excluded Wells;
viii. All tangible personal property, equipment, fixtures, facilities, and
improvements located on the lands covered by the Leases or on lands pooled or unitized
therewith, including without limitation all well heads, casing, tubing, tanks, pumps, compressors,
boilers, separators, and other appurtenances; and
ix. The Records pertaining to the Excluded Wells or to the Leases as the
Leases pertain to the Excluded Wells or to any other items described in Pararaavhs i. through
viii. above.
TO HAVE AND TO HOLD forever all and singular the Assets together with all rights, titles,
interests, estates, remedies, powers, and privileges thereinto appertaining unto Assignee and
Assignee's successors and assigns, subject however to the terms and conditions of this
Assignment.
This Assignment is made subject to the following terms and conditions:
1. This Assignment is being made pursuant to the terms of that certain Purchase and
Sale Agreement dated April 22, 2019 (the Agreement'). All capitalized terms used but not
defined in this Assignment shall have the meanings given to them in the Agreement. If there is a
conflict between the terms of this Assignment and the terms of the Agreement the terms of the
Agreement shall control to the extent of the conflict. Assignor and Assignee intend that the
terms of the Agreement remain separate and distinct from and do not merge into the terms of this
Assignment.
2. ASSIGNOR WARRANTS TITLE TO THE ASSETS FROM AND
AGAINST ALL PERSONS CLAIMING BY, THROUGH OR UNDER ASSIGNOR, BUT
NOT OTHERWISE, AND EXCEPT FOR THAT WARRANTY EXPRESSLY MADE IN
THIS PARAGRAPH 2 AND EXCEPT FOR THE EXPRESS REPRESENTATIONS AND
WARRANTIES OF ASSIGNOR CONTAINED IN THE AGREEMENT, ASSIGNOR
EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR
OTHERWISE, RELATING TO THE CONDITION OF THE ASSETS INCLUDING (1)
ANY RIGHTS OF ASSIGNEE UNDER APPLICABLE STATUTES TO CLAIM
DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE; (ii)
ANY CLAIM BY ASSIGNEE FOR DAMAGES BECAUSE OF DEFECTS OR OTHER
VICES, WHETHER KNOWN OR UNKNOWN; (iii) ANY IMPLIED OR EXPRESS
WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF
MATERIALS INTO THE ENVIRONMENT INCLUDING, WITHOUT LIMITATION,
NORM OR ASBESTOS, OR PROTECTION OF THE ENVIRONMENT OR HEALTH;
OR (iv) ANY IMPLIED OR EXPRESS WARRANTY REGARDING TITLE TO ANY OF
THE ASSETS, EXCEPT FOR THE WARRANTY OF TITLE PROVIDED IN THIS
PARAGRAPH 2. IT IS THE EXPRESS INTENTION OF ASSIGNOR AND ASSIGNEE
THAT, EXCEPT AS OTHERWISE SET FORTH IN THIS ASSIGNMENT, OR IN THE
AGREEMENT, THE ASSETS ARE BEING CONVEYED TO ASSIGNEE "AS IS,
WHERE IS," WITH ALL FAULTS, AND IN THEIR PRESENT CONDITION AND
STATE OF REPAIR.
3. If at any time before June 1, 2020: (i) Assignor desires to plug and abandon an
Excluded Well; and (ii) the Lease(s) pertaining to such Excluded Well are not otherwise
2
4484244 04/26/2019 09:05 AM
Page 3 of 13
maintained in force and effect by production in paying quantities from, or operations upon,
another oil or gas well upon the Lease lands or lands pooled therewith, then Assignor shall
provide written notice (a "P&A Notice") to Assignee not less than sixty (60) calendar days
before the date on which Assignor intends to plug and abandon such Excluded Well, except to
the extent only a shorter notice period is practical because of an emergency (as determined by
Assignor in its reasonable discretion) or governmental order. For a period of thirty (30) calendar
days following Assignee's receipt of the MA Notice (or, in the event of an emergency or
governmental order, the shortest period reasonably practical for Assignor to respond in light of
the circumstances of such emergency or governmental order), Assignee shall have the option, in
its sole discretion, to require Assignor to assign to Assignee all of Assignor's right, title, and
interest in the wellbore of the Excluded Well and the personal property, fixtures, equipment, and
facilities associated therewith, and the Records primarily relating to such wellbore, personal
property, fixtures, equipment, and facilities held by Assignor by providing written notice (a
"Take -Over Notice") to Assignor stating Assignee's intent to exercise such option. in the event
Assignee either fails to provide a Take -Over Notice within thirty (30) calendar days (or such
shorter applicable period, in the event of an emergency or governmental order) of its receipt of
the P&A Notice or Assignee informs Assignor that Assignee does not intend to exercise its
option to take over the relevant Assets, then Assignor shall be entitled to immediately plug and
abandon the relevant Excluded Well. in the event Assignee elects to exercise its option to take
over the relevant Assets by providing Assignor a Take -Over Notice, then within fourteen (14)
calendar days of receipt of a Take -Over Notice, (i) Assignor shall assign to Assignee (or a
designated Affiliate of Assignee), free and clear of all encumbrances granted or created by
Assignor, all of Assignor's right, title, and interest in the wellbore of the Excluded Well and the
personal property, fixtures, equipment, and facilities associated therewith, and the Records
primarily relating to such wellbore, personal property, fixtures, equipment, and facilities
(collectively, the "Take -Over Assets") pursuant to a mutually agreeable form of assignment
containing no warranties except for a special warranty of tide by, through, and under Assignor,
and (ii) the Parties shall execute and fde a change of operator form with the Colorado Oil and
Gas Conservation Commission covering the Take -Over Assets. Following delivery of an
assignment pursuant to this Paragraph 3, Assignee shall assume all obligations and liabilities to
plug and abandon the Excluded Well in accordance with all applicable laws, governmental
regulations, and the terms of the applicable Lease. Notwithstanding the foregoing, Assignor
shall be excused from compliance with the terms of this Paragraph 3 to the extent necessary for it
(or for its Affiliates) to comply with the terms of other contractual obligations owed to another
party or other parties who own an interest in the Excluded Well, including without limitation any
provisions within binding joint operating agreements that require Assignor (or its Affiliates) to
first offer the right to assignment of such Take -Over Assets and/or operatorship of such Take -
Over Assets to another party owning an interest in the Excluded Well. The Parties acknowledge
and agree that in the event that Take -Over Assets are assigned pursuant to the procedure
described in this Paraaraoh 3 they will be bound by the indemnification obligations set forth in
Section 12.3 of the Agreement.
4. As used in this Assignment, the term "Affiliates" means any Person who, directly
or indirectly, through one or more intermediaries, controls, is controlled by, or is under common
control with another Person. The term "control" and its derivatives as used with respect to any
Person in this definition of "Affiliates" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of such Person, whether through
the ownership of voting securities, by contract, or otherwise.
5. As used in this Assignment, the term "Person" means any individual, partnership,
joint venture, corporation, trust, limited liability company, unincorporated organization,
Governmental Authority, or any other entity.
6. As used in this Assignment, the term "Governmental Authority" means any court
or tribunal (including an arbitrator or arbitral panel) in any jurisdiction (domestic or foreign) or
any federal, state, county, municipal, tribal, or other governmental or quasi -governmental body,
agency, authority, department, board, commission, bureau, official, or other authority or
insuvroentality.
7. Assignee and its successors and assigns shall maintain, and shall cause their
Affiliates (and such Affiliates' successors and assigns) to maintain, the following minimum
setbacks from the horizontal Excluded Wells identified on Exhibit C attached hereto and made a
part hereof:
3
4484244 04/26/2019 09:05 AM
Page 4 of 13
a. The productive interval of the wellbore of each well drilled by Assignee, its
Affiliates, and each of their successors and assigns shall be located no closer
than six hundred and sixty (660) feet from the productive interval of the
wellbore of an horizontal Excluded Well listed on Exhibit C producing from
the same bench (or, in the case of the Codell Formation, from the same
formation), when measured laterally and without regard to the wells'
respective depths; and
b. The productive interval of the wellbore of each well drilled by Assignee, its
Affiliates, and each of their successors and assigns shall be located no closer
than three hundred (300) feet from the productive interval of the wellbore of
an horizontal Excluded Well listed on Exhibit C producing from a different
bench (or, in the case of the Codell formation, from a different formation),
when measured laterally and without regard to the wells' respective depths.
8. The Parties intend that the provisions of Paragraphs 3 through 7 of this
Assignment: (i) are to be covenants sunning with the land with respect to the Leases and the
Excluded Wells and (ii) are to be binding on all successors and assigns with respect to the Leases
and the Excluded Wells.
9. To the extent permitted by law, Assignee shall be subrogated to Assignor's rights
in and to representations, warranties, and covenants previously received by Assignor with respect
to the Assets. Assignor hereby grants and transfers to Assignee and its successors and assigns, to
the extent so transfciable and permitted by law, the benefit of and the right to enforce the
covenants, representations, and warranties, if any, which Assignor is entitled to enforce with
respect to the Assets, but only to the extent not enforced by Assignor.
10. Assignee assumes and agrees to pay, perform, fulfill, and discharge its
proportionate share of all claims, costs, expenses, liabilities, and obligations accruing wing or relating
to the owning, developing, exploring, operating, or maintaining of the Assets after the Effective
Time, and all obligations arising under agreements covering or relating to the Assets, all as more
particularly set forth in the Agreement. Assignor and Assignee have apportioned other liabilities
and obligations in the Agreement.
11. Assignor and Assignee may execute separate governmental form assignments of
the Assets on officially approved forms, in sufficient counterparts to satisfy applicable statutory
and regulatory requirements. Those assignments shall be deemed to contain all of the
exceptions, reservations, warranties, rights, titles, powers, and privileges 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 Assets conveyed herein.
12. Assignor and Assignee agree to take all such further reasonable actions to
execute, acknowledge, and deliver all such further documents that are reasonably necessary or
useful in carrying out the purpose of this Assignment.
13. This Assignment binds and inures to the benefit of Assignor and Assignee and
their respective successors and assigns.
14. This Assignment may be executed in any number of counterparts, each of which
shall be deemed an original and all of which taken together shall constitute but one and the same
instrument.
4
4484244 04/26/2019 09:05 AM
Page 5 of 13
IN WITNESS WHEREOF, the undersigned have caused this instrument to be executed
by its duly authorized undersigned officer, effective for all purposes as of the Effective Time.
Assignor. Assignee:
Grizzly Petroleum Company, LLC DPOC, LLC
By:
Name: Steve R. Stacy
Title: Vice President
STATE OF COLORADO
COUNTY OF DENVER
By:
Naaxalf�olodat[ J. Mattson
Title: Vice President - Land
ACKNOWLEDGEMENTS
)
)
The foregoing instrument was acknowledged before me this 25th day of April, 2019, by
Steve IL Stacy as Vice President of Grizzly Petroleum Company, LLC, on behalf of said limited
liability company.
Witness my hand and official seal.
My Commission Expires: Oa ~' /2 -2023
OLGA BEACH-VASILEV
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 120194009955
MY COMMISSION EXPIRES 03.12-2023,
[seal]
STATE OF COLORADO
COUNTY OF DENVER
Notary Public
The foregoing instrument was acknowledged before me this 25th day of April, 2019, by
Jordan J. Mattson as Vice President - Land of DPOC, LLC, on behalf of said limited liability
company.
Witness my hand and official seal.
'vAslrEv
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 120194009955
MY COMMISSION EXPIRES 03-12-2023
[seal]
0J-/2- .2v23
Notary Pubite
5
EXHIBIT "A"
Leases
Attached to and made a part of that certain Assignment and Bill of Sale dated April 25, 2019, by and between Grizzly Petroleum Company, LLC and DPOC, LLC
CO123-1061-01
CHARLES E. KOHLER
HILL LAND SERVICES,
INC.
6/22/2005
TOWNSHIP 6 NORTH, RANGE 63 WEST, 6TH P.M. SEC. 6: NW/4
Weld
3297096
CO123-1062-01
JOHN P. BAKER ANDMARILYN
BAKER
HILL LAND SERVICES,
INC.
5/31/2005
TOWNSHIP 6NORTH, RANGE 63WEST,6THPAR SEG6:NW/4, LESS THE
E/2NW/4NE/4NW/4, AND LESS THE W/2NE/4NE/4NW14
Weld
3295096
CO123-1063-01
BRUCE B.BONNETTAND
CHRISTINE E BONNETT
HILLLANDSERVICES,
INC.
10/1/2005
TOWNSHIP 6NORTH, RANGE 63WEST, 6TH P.M.SEC. EtWI/25W314
Weld
3339521
C0123-1063-02
KAY BURNHAM
HILL LAND SERVICES.
INC.
6/3/2005
TOWNSHIPS NORTH, RANGE 63 WEST, 6114 P.M. SEC. IS: WI/25W1/4
Weld
3296469
CO123-1063-03
TIMOTHY C. HAMPTON
HILL LAND SERVICES,
INC.
6/14/2005
TOWNSHIP 6 NORTH, RANGE 63 WEST, 6TH P.M. SEC is W1/2SW 1/4
Weld
3305079
00123-1063.04
TODD J.HAMPTON
HILL LAND SERVICES,
INC.
6/14/2005
TOWNSHIP6NORTH, RANGE SMUT, 6TH P.M.SEC. a:W1/2SW1/4
Weld
3305078
C0123-1063-05
JILL M. COUNTS
HILL LAND SERVICES,
INC.
6/14/2005
TOWNSHIP 6NORTH, RANGE 63WEST, 6TH P.M.SEC. II: W1/75W1/1
Weld
3305080
00123-1064-01
GERALDINELSHULLAND
LARRY T.SHULL
PETRO-CANADA
RESOURCES (USA) INC.
6/15/2005
'EOWNSHIP6NORM RANGE RSWEST, 6TH PM. SEC 6:Wj25E/4
Weld
3272195
C0123-1064-01
-
GERALDINE L SHULL AND
TARRY T. SHULL
PETRO-CANADA
RESOURCES (USA) INC.
6/15/2005
TOWNSHIP 6NORTH, RANGE 63WEST, 6THPM. SEC 8:W/2SW/4,E/2SW/4
Weld
3272195
00123.1065-01
A. J. "JACK" CAMPBELL
ESTATE, KATHLEEN LOUISE
TWIFORD, PR
PETRO-CANADA
RESOURCES (USA), INC.
11/20/2005
TOWNSHIPS NORM. RANGE 63 WEST, 6111 PM. SEC 37: THAT PART OF THE NW/4
LYING NORTH OF THE UPM RIGHT-OF-WAY
Weld
3345012
00123-1065-01
A. J. "JACK" CAMPBELL
ESTATE, KATHLEEN LOUISE
TWIFORD, PR
PETRO-CANADA
RESOURCES (USA), INC.
11/20/2005
TOWNSHIP6 NORTH, RANGE63 WEST, 6TH P.M. SEC S: W2SW, USW, W2SE
Weld
3345012
Exhibit A
Page 1of4
yk.tae
-e
�,i f "r =.�v �— ',i
. '�_
00123-1066-01
CORNISH PLAINS LIVESTOCK,
LLLP
PETRO-CANADA
RESOURCES, INC.
9/27/2006
TOWNSHIP 6NORTH, RANGE 6iWEST, 6TH P.M.SEC IA9936ACRE TRACT INTIM
SW/4 OESdiREbAS: BEGINNING AT THE SE CORNER OFTHE W/2 SW/9; THENCE
N00'24'E 1327.23 FEET; THENCE N00'24'E 111.34 FEET; THENCE UMW 443.62
FEET; THENCE N39'OO'W 837.12 FEET; THENCE N33'24W 61634 FEET; THENCE STO
SW CORNER OF SECTION L THENCE EAST TO POINT OF BEGINNING
Weld
3423936
CO123-1067-01
THE NEW CACHE LA POUDRE
IRRIGATING COMPANY
APOLLO OPERATING,
LLC
9/13/2006
TOWNSHIP 6 NORTH, RANGE 63 WEST, 6TH PM. SEC 8: SW, W2SE
Weld
3419736
CO123-1067-01
THE NEW CACHE LA POUDRE
IRRIGATING COMPANY
APOLLO OPERATING,
LLC
9/13/2006
TOWNSNF6NORM, RANGE 63WEST, 6TH P.M.SEC. 17:ALL THAT PART OFTHE NW/4
LYING NORTH OF THE LNIONPAOFIC ROW
Weld
3419736
00123.1068-01
THE SALLIE L MEYER
REVOCABLE TRUST dated
October 7, 1994
HILL LAND SERVICES,
INC.
5/23/2005
TOWNSHIP 6NORTH, RANGE 63WEST, 6TH P.M.SEC 6:5W,W2SE
Wdd
3295097
00123.1068-02
SUSAN E. DVORAK
HILL LAND SERVICES,
INC.
5/25/2005
TOWNSHIP 6 NORTH, RANGE 63 WEST, 6TH P.M. SEC. a: SW, W2SE
Weld
3295098
CO123-1068-03
DARLENE WILDER BOWER
PETRO-CANADA
RESOURCES (USA), INC.
12/5/2005
TOWNSHIP 6NORTH, RANGE 63WEST, 6THP.M.SEC. 0:5W,W2SE
Weld
3349894
CO123.1070
THE NEW CACHE LA POUDRE
IRRIGATING COMPANY
GREAT WESTERN OIL&
GAS COMPANY, LLC
4/11/2008
TOWNSHIP 6NORTH, RANGE ERNEST,6TH P.M.SEC ftALL THAT PART 0FTHE E2SE
LYING NORTH OF HIGHWAY 392.
Weld
3551976
00123.1071-01
JEFF L. SNIFFER
HILL LAND SERVICES,
INC.
6/15/2005
TOWNSHIP 6NORTH, RANGE 63WEST, 6TH P.MSEC.17:PORIONOFNW/4LYING •Weld
NORM HE OF TUNION PACIFIC RAILROAD ROW
3291720
Z0123-1071-01TH
'
JEFF L. SNIFFER
HILL LAND SERVICES,
INC.
6/15/2005
6 P.M. SEC. Be
TOWNSHIP 6 NORTH, RANGE 63 WEST, W/2 M /
Weld
301720
..- r'
00123.1071-01
JEFF L. SHIFTER
HILL LAND SERVICES,
INC.
6/15/2005
TOWNSHIP 6 NORTH, RANGE 63 WEST, 6TH P.M. SEC k E/2319/4
Weld
3291720
00123-1071-02
- -
JACQULYNE L MARINER
HILL LAND SERVICES,
INC
6/15/2005
TOWNSHIP 6 NORTH, RANGE 63 WEST, 6TH P.M.SEC. 17: PORTION OF NW/4 LYING
NORTH OF THE UNION PACIFIC RAILROAD POW
Weld
3303429
00123-1071-02
JACQULYNEL.MARINER
HILL LAND SERVICES,
INC.
6/15/2005
TOWNSHIP 6NORTH, RANGE 63WEST, 6THP.M.SECaE/ISw/4 ANDW/25E/4
Weld
3303429
Exhibit A
Page 2 of 4
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3281778
. -
C01234572-02
GERALDINE
L SHULL AND
SHULL
PETRO-CANADA
RESOURCES, INC
4/29/2005
TOWNSHIP 6 NORTH, RANGE 63 WEST, 6114 P.M. SEC. 17: ALL THAT PART OF THE NW/4
LYING NORTH OF THE UNION PACIFIC RIGHT-OF-WAY
C0123-1072-03
SUSAN E, DVORAK
APOLLO OPERATING,
:LIC
5/10/2006
TOWNSHIP 6 NORTH, RANGE 63 WEST, 6TH P.M. SEC. 17: ALL THAT PART OF TI E NW/4
LYING NORTH OF THE UNION PACIFIC RIGHT-OF-WAY
Weld
3392209
00123-1072-04
THE SAWE L MEYER
REVOCABLE TRUST
'APOLLO ENERGY, LLC
5/10/2006
TOWNSHIP 6 NORTH, RANGE 53 WEST, 6TH P.M. SEC. 17: ALL THAT PART OF THE NW/4
LYING NORTH OF THE UNION PACIFIC RIGHT-OF-WAY
Wed
3395114
weld
.3798870
TOWNSHIP 6 NORTH, RANGE G3 WEST, 6TH P.M. SEC. 17: A4PLTHATPART OFTHE NW/4
00123-1072-45
JAMES KEITH APPLEGATE
CANAMEX, LLC
9/19/2011
i.YING NORTH OF THE UNION PACIFIC RIGHT-OF-WAY
�Teld
360
6O.
00123-1072-06
THOMAS ARCHIE APPLEGATE
CANAMEX, LLC
9/19/2011
TOWNSHIP 6 NORTH, RANGE 63 WEST, 6TH P,M. SEC. 17: ALL PART OF THE NW/4
LYING NORTH OF THE UNION PACIFIC RIGHT-OF-WAY
CO123-1072-07
LINDA MOORE APPLEGATE
CANAMEX, LLC
9/19/2011
TOWNSHIP 6 NORTH, RANGE 53 WEST, 6TH P.M. SEC. 17: ALL THAT PART OF THE NW/4
LYING NORTH OF THE UNION PAQFIC RIGHT-OF-WAY
Weld
3799759
00123-1074
THOMAS E. SHIDELER, AND L
GRANT SHIDELER
APOLLO OPERATING, .
LLC
6/16/2OO6
N_
TOWNSHIP 6 NORTH, RANGE 63 WEST, 6TH P.M. SEC. 17: ALL THAT PARTOFTHE W
LYING SOUTH OF THE UNION PACIFIC RAILROAD RIGHT OF WAY (SAID RIGHT OF WAY
DESCRIBED AT 8OO40 292, RECEPTION NO. 1 923. WELD COUNTY, COLORADO)
Weld
3397855
:C0123-1075-01
VIRGINIA HURD SMITH
HILL LAND SERVICES,
INC.
6/9/2005
TOWNSHIP 6 NORTH, RANGE 63 WEST, 6TH P.M. SEC. It LOTS L2, ALSO DESCRIBED IWeid
AS THE W2NW 1
3296470
CO123-1075-02
JUDITH WSPORKA
:HILL
:INC.
LAND SERVICES,
6/9/2005
TOWNSHIP 6 NORTH, RANGE 63 WEST, 6TH P.M.SEC. 1, 2, ALSO DESCRIBED
AS THE W1/2NW/4
Weld J3302574
MISSOURI
IMPROVEMENT
CANAMEX, LLC
11/4/2010
TOWNSHIP 7 NORTH, RANGE 63 WEST, 6TH P.M SEC. 31: ASTRIP OF LAND 150.00 FEET
IN WIDTH, BEING ALL OF THAT LAND LYING BETWEEN ONES PARALLEL WITH AND/OR
Weld
3736599
COMPANY
CONCENTRIC WITH AND 75.0 FEET ON EACH SIDE OF THE CENTERLINE OF THE
]
i
UNCONSTRUCTED FORMER PROPOSED MAIN TRACT{ OF THE GREELEY 3RD LINE OF THE
UNION PACIFIC RAILROAD COMPANY SITUATED IN THE SW/4
CO123-1410
WELD COUNTY BOARD
COUNTY COMMISSIONERS
OF
APOLLO OPERATING,
LLC
10/4/2006
TOWNSHIP 7 NORTH, RANGE 63 WEST, 6TH P.M. SEC. 31: S2 (EXCEPT UPRR RES.}
Weld
3430417
CO123-1085
'
ROY NIEMOTH AND TERRE
NIEMOTH
GREAT WESTERN OWL &
GAS COMPANY, LLC
5/4/2O1OTOWNSHIP
7 NORTH, RANGE 6tWEST, 6TH P.M. SEC. 34: LOTAOF RECORDED
EXEMPTION NO. 0711-34-3-RE2964, RECORDED MAY 21, 2O01 AT RECEPTION NO.
28500072, BEING A PART OF THE Pl/25W/4
Weld
3693798
'0012-1086
MICHAEL
APRIL F. TATMAN
D. TATMAN
AND
APOLLO OPERATING, 1/16/2007
`LLC
TOWNSHIP 7 NORTH, RANGE 64 WEST, 6TH P.M. SEC. 34: LOT a OF RECORDED
EXEMPTION NO. 0711 -34 -3 -RE -2S64, RECORDED MAY 21, 2001 AS RECEPTION NO.
Weld
3452740
-
Exhibit A
Page 3 of 4
VV `d 90:60 6 I-OZ/9Z/t0
00123-1087
JAMES E. CHRISTIANSEN AM)
EDITH A. CHRISTIANSEN
SENTRY OIL
CORPORATION
4/1/1983
TOWNSHIP 7 NORTH, RANGE 64 WEST, 6111 P.M. SEC. 34: S1/JSW1/4
Weld
'01923736
00123.1088
MERRITT L DENISON AND
HELEN L DENISON
SENTRY OIL
CORPORATION
3/8/1984
TOWNSHIP 7 NORM, RANGE 6I WEST• 6TH P'M. SEC 31' IOTA, RECORDED
EXEMPTION NO. 0711-34-3-REM7. ACCORDING TO A MAP RECORDED APRIL 23, 1980
IN 8OO10901 AS RECEPTION NO. 1823132, FURTHER DE3C BY MIS
Weld
195929$
Exhibit A
Page 4 of 4
EXHIBIT "B"
Excluded Wells
Attached to and made a part of that certain Assignment and Bill of Sale dated April 25, 2019, by and between Grizzly Petroleum Company, LLC and DPOC, LLC
Well No:
Well -
TWP
RRIG -
SEC
;►IICING•UNIT
.-,STATE
C 1
I:RATOR
API
Produ' .
. .
Well :.
W12062
AGGIE STATE AAI7.645
TEN
R63W
Sec 16:
Sec 17:
Sec 16: SWNW NWSW
Sec 17: N252 52N2
CO
Weld
NOBLE ENERGY INC
0512340917
MO
HZ
W100L4
BASHOR PC 17-18
TEN
R63W
Sec 17:
Sec 17: E2NW W2NE
CO
Weld
NOBLE ENERGY INC
0512332358
NIO-CODELL
VT
W10015
BASHOR PC M 17-21
TEN
R63W
Sec 17:
Sec 17: SWNE SENW NESW NWSE
CO
Weld
NOBLE ENERGY INC
0512332282
NID-CODELL
VT
W10852
BRUEGMAN SOUTH EG 34-021111
T7N
R64W
Sec 33:
Sec 34:
Sec 33: E2E2
Sec34: W2W2
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512338842
NIOBRARA
HZ
W10853
BRUEGMAN SOUTH EG 34-022HN
1711
R64W
Sec 34:
Sec 34: W2
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512338838
NIOBRARA
HZ
W10854
BRUEGMAN SOUTH EG 34-024HC
17N
R64W
Sec 34:
Sec 34: W2
CD
Weld
GREAT WESTERN OPERATING CO LLC
0512338841
CODELL
HZ
W10045
CACHE 17-21
TEN
R63W
Sec 17:
Sec 17: N2NW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512325447
NIO-CODELL
VT
W10513
CACHE 17.52
TEN
R63W
Sec 17:
Sec 17: NW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512325485
NIO-CODELL
VT
W10046
CACHE 8-13
TEN
R63W
Set 8:
Sec 8: W2SW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512324410
NIO-CODELL
VT
W10047
CACHE 8-23
TEN
863W
Sec 8:
Sec 8: E2SW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512324411
NIO-CODELL
VT
W10048
CACHE 8-24
T6N
R63W
Sec B:
Sec 8: E2SW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512325427
NIO-CODELL
VT
W10049
CACHE 8-33
TEN
R63W
Sec B:
Sec B: W2SE
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512325665
NIO-CODELL
VT
W10050
CACHE 834
TEN
R63W
Sec 8:
Sec B: W2SE
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512324412
NIO-CODELL
VT
W10051
CACHES -54
TEN
R63W
Sec 8:
Sec 8: SE
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512325496
NIO-CODELL
VT
W11980
COLTA13-645
TEN
TEN
R63W
R64W
Sec 18:
Sec 13:
Sec 18: S2N2 N2S2
Sec 13: 52N2 N252
CO
Weld
NOBLE ENERGY INC
0512340910
NIOBRARA
HZ
W11979
COLT A13-648
TEN
TEN
R63W
R64W
Sec 18:
Sec 13:
Sec 18: 52N2 81252
Sec 13: 52N2 N252
CO
Weld
NOBLE ENERGY INC
0512340907
NIOBRARA
HZ
W11978
COLT A13.652
TEN
TEN
R63W
RE4W
Sec 18:
Sec 13:
Sec 18: S2N281252
Sec 13: 52812 N252
CO
Weld
NOBLE ENERGY INC
0512340928
NIOBRARA
HZ
W11981
COLT A13-555
T6N
TEN
R63W
R64W
Sec 18:
Sec 13:
Sec 18: 52812 N252
Sec 13: 52N2 N252
CO
Weld
NOBLE ENERGY INC
0512340908
NIOBRARA
HZ
W11976
COLT A13-662
TEN
TEN
R63W
R64W
Sec 18:
Sec 13:
Sec 18: S2N2
Sec 13: 5281E
CO
Weld
NOBLE ENERGY INC
0512340925
NIOBRARA
HZ
W10070
CORN ISH14-8
TEN
R63W
Sec 8:
Sec 8: W2SW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512324168
NIO-CODEU.
VT
W10071
CORNISH 17-11
TEN
863W
Sec 17:
Sec 17: N2NW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512324169
NIO-CODELL
VT
W10072
CORNISH 8-53
T6N
R63W
Sec 8:
Sec 8: SW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512332190
NIO-CODELL
VT
EXHIBIT B
Page 1 of 3
71
p 41-
LCO
CD N
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A
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tiAIeIlJmme
.T]NP
7J1
RN61
_
. SEC_
- 78."?L:tv ay
SP?1CINGUNIT -
MX' ?i
STATE
CO
Y - c
'.--OPPjRATOR
14P1 -
PVidy`kig
Paring
p y
tgfdIType
W10103
DILXA21-6
T6N
R63W
Sec 6:
Sec 6: E2NW
CO
Weld
GREAT WESTERN OPERATING COLLC
0512323785
NIO-CODELL
VT
W10307
DILKA 22-6
T6N
R63W
Sec 6:
Sec 6: E2NW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512323784
NIO-CODELL
VT
W10105
DIMS -11
TEN
R63W
Sec 6:
Sec 6: W2NW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512323786
NIO-CODEU.
Vf
W10189
DILKA 6.12
TEN
R63W
Sec 6:
Sec 6: W2NW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512323783
COOELL
VT
W10107
DILKA 6-52
TEN
R63W
Sec 6:
Sec 6: NW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512323782
NIO-CODELL
VT
W10125
EDENS 11-18
TEN
R63W
Sec 18:
Sec 18: W2NW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512323787
NIO-CODELL
VT
W10126
EDENS 12-18
TEN
R63W
Sec 18:
Sec 18: W2NW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512323788
NIO-CODELL
VT
W10127
EDENS 18-52
TEN
R63W
Sec 18:
Sec 18: NW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512325754
CODELL
VT
W10232
HEINZE31-13
TIN
R63W
Sec31:
Sec31: W2SW
CO
Weld
GREAT WESTERN OPERAT;NGCOLLC
0512329757
NIO-CODELL
VT
W10233
HEINZE 31-14
TIN
R63W
Sec 31:
Sec 31: W2SW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512332191
NIO-CODELL
VT
W10234
HENZE 31-23
T7N
R63W
Sec 31:
Sec 31: E2SW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0522329758
NIO-CODELL
VT
W10235
HEINZE 31-24
T7N
R63W
Sec 31:
Sec 31: E25W
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512329759
NIO-CODELL
VT
W10236
HEINZE 31-33
T7N
R63W
Sec 31:
Sec 31: N2SE
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512329728
NIO-CODELL
VT
W10237
HEINZE 31-34
T7N
R63W
Sec 31:
Sec 31: S2SE
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512324928
NIO-CODELL
VT
W10238
HEINZE 31-43
T7N
R63W
Sec 31:
Sec 31: N2SE
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512329746
NID-CODELL
VT
W10239
HEINZE 31-44
T7N
R63W
Sec 31:
Sec 31: 52SE
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512324929
NIO-CODELL
VT
W12060
MAHALO STATE AA09-79.1HNB
TEN
R63W
Sec 8:
Sec9:
Sec 16:
Sec 17:
Sec 8: E2E2
Sec9: W2W2
Sec 16: NWNW
Sec 17: NENE
CO
Weld
NOBLE ENERGY INC
0512339102
NIOBRARA
HZ
W10889
MAHALO STATE AA09-79HNC
TEN
R63W
Sec 8:
Sec9:
Sec 16:
Sec 17:
Sec 8: E2E2
Sec9: W2W2
Sec 16: NWNW
Sec 17: NENE
CO
Weld
NOBLE ENERGY INC
0512339105
NIOBRARA
HZ
W12059
MOJACK P-28HN
T7N
R64W
Sec 27:
Sec 28:
Sec33:
Sec 34:
Sec 27: W2W2
Sec 28: E2E2
Sec33: E2E2
Sec 34: W2W2
CO
Weld
BAYSWATER EXPL & PROD LLC
0512339829
NIOBRARA
FR
W10896
NCLP AAO6-65.1AHNC
TEN
R63W
Sec 6:
Sec s:
Sec 6: S2N2 N2S2
Sec 5: S2N2 N2S2
CO
Weld
NOBLE ENERGY INC
0512339026
NIOBRARA
liZ
W10897
NCLPAA06-66-1BHNA
T6N
R63W
Sec 6:
Secs:
Sec 6: 52N211252
Secs: S2N2 N752
CO
Weld
NOBLE ENERGY INC
0612339370
NIOBRARA
HZ
W10898
NCLP AA06-66-1HNC
TEN
R63W
Sec 6:
Sec 5:
Sec 6: S2N2 N2S2
Sec 5: S2N2 N2S2
CO
Weld
NOBLE ENERGY INC
0512339069
NIOBRARA
HZ
EXHIBIT e
Page 2 of 3
co 07
CD
N
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c) N
W
N
O
O
CO
O
D
WeO'No.• �'.
Well'Nsne
7WP
-RN G
SEC.
.1;4W SPACING.UN1
STATE
CO -.
- ° OPEM'MR,_
Fam„a1(cn
`,
W -
W10899
CLP
NW
TEN
R63W
Sec
5ec5:
Sec& N2
Sec5: N2
CO
Weld
NOBLE ENERGY INC
0512339035
NIOBRARA
HZ
W10900
NCLP AA06-67.1HNC
TEN
R63W
Sec 6:
Sec 5:
Sec 6: N2
Sec 5: HZ
CO
Weld
NOBLE ENERGY INC
0512339068
NIOBRARA
HZ
W10901
NQP AA06-68-1BHNC
TEN
R63W
Sec 6:
Sec 5:
Sec 6 112
Secs: 142
CO
Weld
NOBLE ENERGY INC
0512339033
NIOBRARA
HZ
W10902
NCLPAA06-68-1HNA
TEN
R63W
Sec 6:
Sec 5:
Sec 6: N2
Sec 5: 1,12
CO
Weld
NOBLE ENERGY INC
0512339123
NIOBRARA
HZ
W10484
NEW CACHE 8-43
TEN
R63W
Sec B:
Sec 8: E2SE
CO
Weld
GREAT WESTERN OPERATING COLIC
0512331704
NIO.000ELL
VT
W10485
NEW CACHE B-44
TM
R63W
Sec &
Seca: E2SE
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512327176
CODELL
VT
W10370
PEPPLER17-12
TEN
R63W
Sec 17:
Sec 17: S2NW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512325749
NIO-CODELL
VT
W10371
PEPPLER 17-22
TEN
R63W
Sec 17:
Sec 17: S2NW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512325817
NIO-CODELL
VT
W10372
PEPPLER AA 17-20
TEN
R63W
Sec 17:
Sec 17: S2NW N2SW
CO
Weld
NOBLE ENERGY INC
0512332266
NIO-CODELL
VT
W10830
RICHTER 34M-203
T7N
R64W
Sec 34:
Sec 34: W2E2 E2W2
CO
Weld
PDC ENERGY INC
0512336482
NIOBRARA
HZ
W10655
SPAUR BROTHERS EH 31-219HN
T7N
ROW
Sec 31:
Sec 31: S2N2 N252
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512335695
NIOBRARA
HZ
W10621
SPAUR BROTHERS EH 31-222HN
T7N
R63W
Sec 31:
Sec 31: N252
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512335693
NIOBRARA
HZ
W10703
SPAUR BROTHERS EH 31-259HC
17N
R63W
Sec 31:
Sec 31: N2S2
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512338694
CODELL
HZ
W10800
SPAUR BROTHERS EH 31 262HN
T7N
963W
Sec 31:
Sec 31: 52
CO
Weld
GREAT WESTERN OPERATING CO LIC
0512338696
NIOBRARA
HZ
W10195
TATMAN 34-13
17N
R64W
Sec 34:
Sec 34: N2SW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512325480
[ODELL
VT
W10436
TATMAN 34-23
T7N
R64W
Sec 34:
Sec 34: N2SW
CO
Weld
GREAT WESTERN OPERATING CO LLC
0512325478
CODELL
VT
W10437
TATMAN 34-S3
T7N
R64W
Sec 34:
Sec 34: SW
CO
Weld
GREAT WESTERN OPERATING CO TLC
0512325479
NIO-CODELI
VT
EXHIBIT B
Page 3 of 3
A
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EXHIBIT "C'
Horizontal wells with setback requirements
Attached to and made a part of that certain Assignment and Bill of Sale dated April 25, 2019, by and between Grizzly Petroleum Company, LLC and DPOC,
LLC
weil"�Io.� ....
_ ... _WeII:Name _ _
. �(p..
A.
.
--..SPACING.UfllT-r
•... _ .._..CAERAG0R- _--- - ---
-_ - ._. _.
. _
W10852
BRUEGMAN SOUTH EG 34-021HN
17N
R64W
Sec 33:
Sec 34:
Sec 33: E2E2
Sec 34: W2W2
GREAT WESTERN OPERATING CO LLC
0512338842
NIOBRARA B
W10853
BRUEGMAN SOUTH EG 34-022HN
T7N
R64W
Sec 34:
Sec 34: W2
GREAT WESTERN OPERATING CO LLC
0512338838
NIOBRARA C
W10854
BRUEGMAN SOUTH EG 34-024HC
17N
R64W
Sec 34:
Sec 34: W2
GREAT WESTERN OPERATING CO LLC
0512338841
CODELL
W10655
SPAUR BROTHERS EH 31-219HN
T7N
R63W
Sec 31:
Sec 31: S2 N2 N2S2
GREAT WESTERN OPERATING CO LLC
0512338695
NIOBRARA B
W10621
SPAUR BROTIERS EH 31.222HN
T7N
R63W
Sec 31:
Sec 31: N2S2
GREAT WESTERN OPERATING CO LLC
0512338693
NIOBRARA B
W10703
SPAUR BROTHERS EH 31-259HC
T7N
863W
Sec 31:
Sec 31: N2S2
GREAT WESTERN OPERATING CO LLC
0512338694
CODELL
W10800
SPAUR BROTHERS EH 31-262HN
T7N
R63W
Sec 31:
Sec 31: 52
GREAT WESTERN OPERATING CO tLC
0512338696
NIOBRARA B
EXHIBIT C
Page 1 of 1
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
Oct 05, 2020
2403
$25.00
Reference
Inv Date Invoice No.
ASSIGN -0037 10/05/20 AssgnFee
Invoice Amt Prior Pmt
25.00
r ZZ y Ve co\e vNrNC-
pit... , p
°\ \ \ -1 y
0.00
Discount Amount Paid
0.00
25.00
RECEIVED
OCT 0 8 2020
WELD COUNTY
COMMISSIONERS
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PAYEE: DETACH THIS STATEMENT BEFORE DEPOSITING
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