HomeMy WebLinkAbout20203635.tiff4327498 08/16/2017 09:26 AM
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Carly Koppes - Clerk and Recorder, Weld County, CO
STATE OF COLORADO §
COUNTY OF WELD
ASSIGNMENT, BILL OF SALE, DEED, AND CONVEYANCE
KNOW ALL MEN BY THESE PRESENTS:
This Assignment, Bill of Sale, Deed, and Conveyance (this "Assignment") is effective
for all purposes as of 12:01 a.m. Mountain Time on April 1, 2017 (the "Effective Time"), and is
made by GRIZZLY PETROLEUM COMPANY, LLC, a Colorado limited liability company,
whose address is 1801 Broadway, Suite 500, Denver, Colorado 80202 ("Assignor"), to
VERDAD RESOURCES LLC, a Delaware limited liability company, whose address is 5950
Cedar Springs Road, Suite 200, Dallas, Texas 75235 ("Assignee" and together with Assignor,
each a "Party" and, collectively, the "Parties").
1. Assignor, for and in consideration of the sum of Ten Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
does hereby GRANT, DEED, SELL, ASSIGN, TRANSFER, AND CONVEY to Assignee,
subject to the terms of the Purchase Agreement (as defined below) and the exceptions and
reservations and the terms and provisions herein contained, the entirety of Assignor's right, title
and interest in and to the following described assets and interests (but reserving unto Assignor
and excluding from the Assets any and all Excluded Assets (as defined below)) (collectively, the
"Assets"):
(a) the Hydrocarbon leases described on Exhibit A-1, whether such right, title
and interest are legal or equitable, record or beneficial, vested or contingent, (collectively,
the "Leases"), together with all pooled, communitized, or unitized acreage or rights
which includes or constitutes all or part of any Leases or any Wells (the "Units"), and all
tenements, hereditaments and appurtenances arising out of or derived from the Leases
and Units (collectively, the "Lands");
(b) any and all Hydrocarbon, water, CO2, injection wells or other wells (i)
located on, under, or within the Lands, including those described on Exhibit A-2, and (ii)
the wellbore interests of the Hydrocarbon wells described on Exhibit A-2 that are
identified with the notation "Wellbore Interest Only" and the lands and leases allocated
thereto (such wells described in subparts (i) and (ii) the "Wells", and together with the
Leases, Lands and Units, the "Oil and Gas Properties"), in each case whether producing,
non -producing, permanently or temporarily plugged and abandoned;
(c) all tank batteries, pipelines, metering facilities, interconnections and other
equipment, machinery, facilities, fixtures and other tangible personal property and
improvements (both surface and subsurface) that are located on the Lands and are
primarily used in connection with the ownership or operation of the Oil and Gas
Properties or the production, transportation or processing of Hydrocarbons produced
from the Oil and Gas Properties;
(d) all contracts, agreements and instruments that are binding on the Assets or
that relate to the ownership or operation of the Assets (but only to the extent applicable to
the Assets) and to which Assignor is a party (or is a successor or assign of a party) or that
will be binding on Assignee after the Closing, but excluding any contracts, agreements
and instruments included within the definition of "Excluded Assets," and provided that
the defined term "Contracts" shall not include the Permits, Leases and other instruments
constituting Assignor's chain of title to the Oil and Gas Properties or Rights of Way
(subject to such exclusion and proviso, the "Contracts");
(e) all surface fee interests, easements, permits, licenses, servitudes, rights of
way, surface leases and other rights to use the surface, in each case to the extent used or
held for use in connection with, the ownership or operation of the Oil and Gas Properties,
including the property described on Exhibit A-3 (the "Rights of Way");
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(f) all (i) Hydrocarbons in, on under or that may be produced from or
attributable to the Oil and Gas Properties from and after the Effective Time, (ii)
Hydrocarbons in storage or constituting linefill as of the Effective Time, and (iii)
Imbalances as of the Effective Time (to the extent and only to the extent the economic
transfer of which as of the Effective Time is made by a financial adjustment pursuant to
Section 2.4(e) of the Purchase Agreement, the physical transfer of which shall occur on
the Closing Date);
(g) except to the extent relating to any of Assignor's indemnity obligations
hereunder, all rights, claims and causes of action against Third Parties that are
attributable to, or arising under, the other Assets (including the Contracts), in each case,
that are attributable to the Assumed Obligations (excluding claims or rights under
insurance policies);
(h) to the extent that they may be assigned, all Permits that are used solely in
connection with the ownership or operation of the Assets; and
(i) subject to Section 13.2 of the Purchase Agreement, originals of the
Records (as defined below) which relate solely to the Assets and copies of the Records
which relate to both the Assets and any Excluded Asset.
TO HAVE AND TO HOLD the Assets, unto Assignee and to its successors and assigns,
forever, subject to the other matters set forth herein.
2. Notwithstanding anything to the contrary contained herein, Assignor hereby
excepts, excludes, and reserves from the grant and conveyance described herein, unto itself and
its respective successors and assignees, the entirety of Assignor's right, title, and interest in and
to the following ("Excluded Assets"):
(a) all right, title and interest to the properties and assets (i) set forth on
Schedule 1.1(a) and (ii) not expressly described or included in the definition of "Assets";
(b) the Excluded Records (as defined below);
(c) Assets excluded from this Assignment and the Purchase Agreement
pursuant to the terms of the Purchase Agreement;
(d) all trade credits, all accounts, receivables and all other proceeds, income or
revenues attributable to the Assets with respect to any period of time prior to the
Effective Time;
(e) all fee minerals, reversionary interests, overriding royalty interests, net
profits interests, production payments, non -participating royalty interests, executive
rights, non -executive rights, royalties and any other similar interests in minerals that (i)
are burdened by, but do not constitute or are not derived from, any of the interests in the
Leases or Units and (ii) the retention of which would not cause Assignor to fail to deliver
to Assignee the Net Revenue Interest, Working Interest and/or Net Mineral Acres (as
applicable) represented with respect to each applicable Oil and Gas Property as set forth
on Exhibit A-1 or Exhibit A-2, as applicable;
(f) leased equipment;
(g) automation systems including meters and related telemetry, licensed radio
frequencies and associated communications infrastructure including towers, antennas,
data links and network circuits (except Assignor -owned SCADA equipment);
(h) all personal property of Assignor or any Affiliates of Assignor that is not
expressly included within the definition of "Assets", including all personal computers and
associated peripherals, cell phones and all radio and telephone equipment;
(i) (A) to the extent not attributable to, covering or related to any Assumed
Obligations, all indemnity rights, rights under any Contracts and all claims of Assignor or
any Affiliate of Assignor against any Third Party to the extent related or attributable to,
periods on or prior to the Effective Time (including claims for adjustments or refunds) or
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for which Assignor is liable for payment or required to indemnify Assignee under Section
10.1 or Article 12 of the Purchase Agreement (in each case whether or not such claims
are pending or threatened as of the Execution Date or the Closing Date), and (B) except
as provided in Section 7.6 of the Purchase Agreement, all rights under insurance policies;
(j) all of Assignor's intellectual property;
(k) all proceeds of Hydrocarbons produced and sold from the Assets with
respect to all periods prior to the Effective Time (except proceeds from such
Hydrocarbons for which the Adjusted Purchase Price is adjusted under Section 2.4(e)(iii)
of the Purchase Agreement);
(1) any claims of Assignor or any Affiliate of Assignor for any refunds of,
credits attributable to, loss carryforwards with respect to or similar Tax assets relating to
(i) Asset Taxes attributable to any period (or portion thereof) ending prior to the Effective
Time, (ii) Income Taxes, (iii) Taxes attributable to the Excluded Assets, and (iv) any
other Taxes relating to the ownership or operation of the Assets that are attributable to
any period (or portion thereof) ending prior to the Effective Time; and
(m) all audit rights and claims for reimbursements from third parties for any
and all Property Costs, overhead or joint account reimbursements and revenues
associated with all joint interest audits and other audits of any (i) Excluded Assets or (ii)
Property Costs under any Contracts or under Law covering periods prior to the Effective
Time.
Assignor and Assignee also agree to the additional following terms and conditions:
3. Purchase Agreement. This Assignment shall be effective as of the Effective
Time and shall be subject to the terms and conditions of that certain Purchase and Sale
Agreement, dated as of June 16, 2017, between Assignor and Assignee (as amended from time to
time, the "Purchase Agreement"). If there is any conflict between the terms of this Assignment
and the terms of the Purchase Agreement, the Purchase Agreement shall control in all respects
and shall not merge into the terms of this Assignment; provided, however, this Assignment may
be relied upon for all purposes without further recourse or reference to the Purchase Agreement
with respect to the conveyance and transfer of title to the Assets. Capitalized terms used in this
Assignment that are not otherwise defined herein shall have the respective meanings given to
them in the Purchase Agreement.
4. Special Warranty of Defensible Title. Except as expressly, and subject to the
limitations, set forth in the Purchase Agreement and the other documents delivered pursuant
thereto, Assignor makes no warranty, express, implied, or statutory, as to any of the rights, titles,
or interests hereby conveyed, and all such rights, titles, or interests are sold to and accepted by
Assignee "as -is" and "where -is" with all defects and faults, if any, except that, Assignor hereby
warrants Defensible Title to Assignor's interest in the Oil and Gas Properties unto Assignee
against every Person whomsoever lawfully claiming or to claim the same or any part thereof by,
through or under Assignor and its Affiliates, but not otherwise, subject, however, to the
Permitted Encumbrances; provided, that recovery by Assignee for any breach by Assignor of the
special warranty of Defensible Title contained herein shall be subject to Section 3.1(b) of the
Purchase Agreement.
5. Assumed Obligations and Retained Liabilities. Assignee hereby assumes and
agrees to timely and fully pay, perform, and otherwise discharge, the Assumed Obligations,
under the terms of, and subject to the conditions in, the Purchase Agreement. Assignor hereby
retains and agrees to timely and fully pay, perform, and otherwise discharge, the Retained
Liabilities, under the terms of, and subject to the conditions in, the Purchase Agreement.
6. Certain Disclaimers.
(a) EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN
ARTICLE 4 OF THE PURCHASE AGREEMENT, THE CERTIFICATE OF
ASSIGNOR TO BE DELIVERED AT THE CLOSING PURSUANT TO SECTION
9.2(e) OF THE PURCHASE AGREEMENT OR ASSIGNOR'S SPECIAL
WARRANTY OF DEFENSIBLE TITLE IN THIS ASSIGNMENT, WITHOUT
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LIMITING THE GENERALITY OF THE FOREGOING, (A) NO MEMBER OF
THE SELLER GROUP MAKES, ASSIGNOR EXPRESSLY DISCLAIMS, AND
ASSIGNEE WAIVES AND REPRESENTS AND WARRANTS THAT ASSIGNEE
HAS NOT RELIED UPON, ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, IN THIS ASSIGNMENT OR THE PURCHASE
AGREEMENT OR ANY OTHER INSTRUMENT, AGREEMENT, OR
CONTRACT DELIVERED HEREUNDER OR THEREUNDER OR IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER
OR THEREUNDER, INCLUDING ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED AS TO (I) ANY MEMBER OF THE SELLER GROUP,
(II) TITLE TO ANY OF THE ASSETS, (HI) THE CONTENTS, CHARACTER OR
NATURE OF ANY DESCRIPTIVE MEMORANDUM, ANY REPORT OF ANY
PETROLEUM ENGINEERING CONSULTANT OR ANY GEOLOGICAL,
SEISMIC DATA, RESERVE DATA, RESERVE REPORTS, OR RESERVE
INFORMATION (ANY ANALYSIS OR INTERPRETATION THEREOF)
RELATING TO THE ASSETS, (IV) THE QUANTITY, QUALITY, OR
RECOVERABILITY OF HYDROCARBONS IN OR FROM THE ASSETS,
(V) THE EXISTENCE OF ANY PROSPECT, RECOMPLETION, INFILL, OR
STEP -OUT DRILLING OPPORTUNITIES, (VI) ANY ESTIMATES OF THE
VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE
ASSETS, (VII) THE PRODUCTION OF PETROLEUM SUBSTANCES FROM
THE ASSETS, OR WHETHER PRODUCTION HAS BEEN CONTINUOUS OR
IN PAYING QUANTITIES, OR ANY PRODUCTION OR DECLINE RATES,
(VIII) THE MAINTENANCE, REPAIR, CONDITION, QUALITY,
SUITABILITY, DESIGN, OR MARKETABILITY OF THE ASSETS,
(IX) INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT, OR
(X) ANY OTHER RECORD, FILES, MATERIALS OR INFORMATION
(INCLUDING AS TO THE ACCURACY, COMPLETENESS, OR CONTENTS OF
THE RECORDS) THAT MAY HAVE BEEN MADE AVAILABLE OR
COMMUNICATED TO PURCHASER GROUP OR THEIR REPRESENTATIVES
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
ASSIGNMENT OR THE PURCHASE AGREEMENT OR ANY DISCUSSION OR
PRESENTATION RELATING THERETO, AND (B) ASSIGNOR FURTHER
DISCLAIMS, AND ASSIGNEE WAIVES, ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR
SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY
UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT EXCEPT
AS SET FORTH ABOVE AND IN THE PURCHASE AGREEMENT THE
ASSETS ARE BEING TRANSFERRED "AS IS, WHERE IS," WITH ALL
FAULTS AND DEFECTS, AND THAT ASSIGNEE HAS MADE OR CAUSED TO
BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE.
ABSENT FRAUD OF ASSIGNOR, ASSIGNEE SPECIFICALLY DISCLAIMS
ANY OBLIGATION OR DUTY BY ASSIGNOR OR ANY MEMBER OF THE
SELLER GROUP TO MAKE ANY DISCLOSURES OF FACT NOT REQUIRED
TO BE DISCLOSED PURSUANT TO THE EXPRESS REPRESENTATIONS
AND WARRANTIES SET FORTH IN THE PURCHASE AGREEMENT AND IN
THIS ASSIGNMENT AND, ABSENT FRAUD OF ASSIGNOR, ASSIGNEE
EXPRESSLY ACKNOWLEDGES AND COVENANTS THAT ASSIGNEE DOES
NOT HAVE AND WILL NOT HAVE AND WILL NOT ASSERT ANY CLAIM,
DAMAGES, OR EQUITABLE REMEDIES WHATSOEVER AGAINST ANY
MEMBER OF THE SELLER GROUP EXCEPT FOR CLAIMS, DAMAGES, AND
EQUITABLE REMEDIES AGAINST ASSIGNOR FOR BREACH OF AN
EXPRESS REPRESENTATION, WARRANTY, OR COVENANT OF ASSIGNOR
UNDER THE PURCHASE AGREEMENT OR ASSIGNOR'S SPECIAL
WARRANTY OF DEFENSIBLE TITLE IN THIS ASSIGNMENT AND TO THE
EXTENT PROVIDED HEREIN OR THEREIN. SUBJECT TO ASSIGNOR'S
COMPLIANCE WITH ITS COVENANTS IN SECTION 7.1 OF THE PURCHASE
AGREEMENT, AS OF CLOSING, ASSIGNEE SHALL HAVE INSPECTED, OR
WAIVED (AND UPON CLOSING SHALL BE DEEMED TO HAVE WAIVED)
ITS RIGHT TO INSPECT, THE ASSETS FOR ALL PURPOSES, AND
SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL
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CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDING
CONDITIONS SPECIFICALLY RELATING TO THE PRESENCE, RELEASE,
OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS,
OTHER MAN-MADE FIBERS, AND NORM.
(b) Assignee acknowledges that (i) the Assets have been used for exploration,
development, production, gathering, and transportation of oil and gas and other
hydrocarbons and there may be petroleum, produced water, wastes, scale, NORM,
Hazardous Substances, or other substances or materials located in, on or under the Assets
or associated with the Assets; (ii) Equipment and sites included in the Assets may contain
asbestos, NORM or other Hazardous Substances; (iii) NORM may affix or attach itself to
the inside of wells, pipelines, materials, and equipment as scale, or in other forms;
(iv) the wells, materials, and equipment located on the Assets or included in the Assets
may contain NORM and other wastes or Hazardous Substances; (v) NORM containing
material or other wastes or Hazardous Substances may have come in contact with various
environmental media, including water, soils, or sediment; and (vi) special procedures
may be required for the assessment, Remediation, removal, transportation, or disposal of
environmental media, wastes, asbestos, NORM, and other Hazardous Substances from
the Assets. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
ASSIGNMENT, THE PURCHASE AGREEMENT OR ANY OTHER
DOCUMENTS REQUIRED TO BE EXECUTED AND DELIVERED BY
ASSIGNOR, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.12 AND
SECTION 4.14 OF THE PURCHASE AGREEMENT OR THE CERTIFICATE
OF ASSIGNOR TO BE DELIVERED AT THE CLOSING PURSUANT TO
SECTION 9.2(e) OF THE PURCHASE AGREEMENT, ASSIGNOR DOES NOT
MAKE, ASSIGNOR EXPRESSLY DISCLAIMS, AND ASSIGNEE WAIVES ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PRESENCE OR ABSENCE OF ASBESTOS OR NORM IN
OR ON THE ASSETS IN QUANTITIES TYPICAL FOR OILFIELD
OPERATIONS IN THE AREAS WHERE THE ASSETS ARE LOCATED.
(c) ASSIGNEE ACKNOWLEDGES AND AGREES THAT CLAIMS OR
PROCEEDINGS AGAINST ASSIGNOR OR TO WHICH ASSIGNOR IS OR
MAY BECOME A PARTY BEFORE, ON, OR AFTER THE CLOSING MAY
HAVE AN EFFECT ON THE CALCULATION OF, AND LIABILITY WITH
RESPECT TO, TAXES, ROYALTIES, RENTALS, AND OTHER PAYMENT
OBLIGATIONS OF ASSIGNEE ARISING AFTER THE EFFECTIVE TIME AND
RELATING TO (A) SUBJECT TO ASSIGNOR'S INDEMNITY OBLIGATIONS
IN SECTION 12.3 OF THE PURCHASE AGREEMENT, THE ASSETS AND THE
ASSUMED OBLIGATIONS AND (B) ASSIGNOR'S NET REVENUE INTEREST
OR WORKING INTEREST WITH RESPECT TO THE ASSETS.
NOTWITHSTANDING THAT ASSIGNOR HAS RETAINED ANY LIABILITY
OR RESPONSIBILITY UNDER THIS ASSIGNMENT FOR THE PAYMENT OF
ANY DAMAGES, LOSSES OR CLAIMS WITH RESPECT TO ANY OF THE
FOREGOING (WHICH, TO THE EXTENT THE SAME RELATE TO
ASSIGNOR'S INDEMNITY OBLIGATIONS IN SECTION 12.3 OF THE
PURCHASE AGREEMENT, SHALL NOT BE AFFECTED), ASSIGNOR'S
INDEMNITY OBLIGATIONS UNDER SECTION 12.3 OF THE PURCHASE
AGREEMENT SHALL NOT INCLUDE, AND ASSIGNEE HEREBY
EXPRESSLY RELEASES THE MEMBERS OF THE SELLER GROUP FROM,
ANY LIABILITY OR RESPONSIBILITY ARISING OUT OF OR RELATING TO
ANY EFFECT THAT THE OUTCOME OR SETTLEMENT OF ANY SUCH
CLAIMS OR PROCEEDINGS MAY HAVE ON THE CALCULATION OF
TAXES, ROYALTIES, RENTALS, AND OTHER PAYMENT OBLIGATIONS OF
ASSIGNEE, TO THE EXTENT AND ONLY TO THE EXTENT SUCH TAXES,
ROYALTIES, RENTALS, AND OTHER PAYMENT OBLIGATIONS RELATE
TO POST -EFFECTIVE TIME PERIODS OR THE NET REVENUE INTEREST
OR WORKING INTEREST WITH RESPECT TO THE ASSETS. FOR THE
AVOIDANCE OF DOUBT, ASSIGNEE ACKNOWLEDGES AND AGREES
THAT ASSIGNEE CANNOT RELY ON OR FORM ANY CONCLUSIONS FROM
ASSIGNOR'S METHODOLOGIES FOR THE CALCULATION AND
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REPORTING OF PRODUCTION, ROYALTIES, AND TAXES ATTRIBUTABLE
TO PRODUCTION PRIOR TO THE EFFECTIVE TIME.
(d) ASSIGNEE ACKNOWLEDGES THAT IT SHALL ASSUME ALL
RISK OF LOSS WITH RESPECT TO: (I) CHANGES IN COMMODITY OR
PRODUCT PRICES AND ANY OTHER MARKET FACTORS OR CONDITIONS
FROM AND AFTER THE EFFECTIVE TIME; (II) SUBJECT TO ASSIGNEE'S
REMEDIES UNDER SECTION 12.3(A) OF THE PURCHASE AGREEMENT
FOR BREACHES OF SECTION 7.2 OF THE PURCHASE AGREEMENT
PRODUCTION DECLINES OR ANY ADVERSE CHANGE IN THE
PRODUCTION CHARACTERISTICS OR DOWNHOLE CONDITION OF ANY
WELL, INCLUDING ANY WELL WATERING OUT, OR EXPERIENCING A
COLLAPSE IN THE CASING OR SAND INFILTRATION, FROM AND AFTER
THE EXECUTION DATE AND (III) DEPRECIATION OF ANY ASSETS THAT
CONSTITUTE PERSONAL PROPERTY THROUGH ORDINARY WEAR AND
TEAR.
(e) AS OF THE EXECUTION DATE, ANY AND ALL DUTIES AND
OBLIGATIONS WHICH EITHER PARTY MAY HAVE TO THE OTHER
PARTY WITH RESPECT TO OR IN CONNECTION WITH THE ASSETS, THIS
ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY ARE
LIMITED TO THOSE IN THIS ASSIGNMENT AND THE PURCHASE
AGREEMENT; PROVIDED, HOWEVER, THAT SUCH WAIVER SHALL NOT
BE APPLICABLE TO ANY CONTRACTUAL RELATIONSHIP TO WHICH
BOTH PARTIES MAY, FROM AND AFTER THE EXECUTION DATE, BE A
PARTY AND THAT RELATE TO ANY OF THE ASSETS. THE PARTIES DO
NOT INTEND (I) THAT THE DUTIES OR OBLIGATIONS OF EITHER PARTY,
OR THE RIGHTS OF EITHER PARTY, WITH RESPECT TO THE
TRANSACTIONS SPECIFICALLY CONTEMPLATED BY THIS ASSIGNMENT
AND THE PURCHASE AGREEMENT SHALL BE EXPANDED BEYOND THE
TERMS OF THIS ASSIGNMENT OR THE PURCHASE AGREEMENT ON THE
BASIS OF ANY LEGAL OR EQUITABLE PRINCIPLE OR ON ANY OTHER
BASIS WHATSOEVER, OR (II) THAT ANY EQUITABLE OR LEGAL
PRINCIPLE OR ANY IMPLIED OBLIGATION OF GOOD FAITH OR FAIR
DEALING OR ANY OTHER MATTER WITH RESPECT TO THE
TRANSACTIONS SPECIFICALLY CONTEMPLATED BY THIS ASSIGNMENT
OR THE PURCHASE AGREEMENT REQUIRES EITHER PARTY TO INCUR,
SUFFER OR PERFORM ANY ACT, CONDITION OR OBLIGATION
CONTRARY TO THE TERMS OF THIS ASSIGNMENT OR THE PURCHASE
AGREEMENT AND THAT IT WOULD BE UNFAIR, AND THAT THEY DO
NOT INTEND, TO INCREASE ANY OF THE OBLIGATIONS OF ANY PARTY
UNDER THIS ASSIGNMENT OR THE PURCHASE AGREEMENT WITH
RESPECT TO THE TRANSACTIONS SPECIFICALLY CONTEMPLATED BY
THIS ASSIGNMENT AND THE PURCHASE AGREEMENT ON THE BASIS OF
ANY IMPLIED OBLIGATION OR OTHERWISE.
(f) Conspicuousness. ASSIGNOR AND ASSIGNEE AGREE THAT, TO
THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE
DISCLAIMERS OF CERTAIN REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS ARTICLE 6 AND THE REST OF THIS ASSIGNMENT
ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSE OF ANY
APPLICABLE LAW.
7. Separate Assignments. Separate governmental forms of assignments of the
Assets may be executed on officially approved forms by Assignor and Assignee, 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 interests
conveyed by this Assignment and are not intended to modify, and shall not modify, any of the
terms, covenants and conditions, or limitations on warranties set forth in this Assignment and are
not intended to create, and shall not create, any representations, warranties, or additional
covenants of or by Assignor to Assignee.
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8. Binding Obligations. This Assignment and all rights and covenants in
connection herewith shall be binding upon the Parties, and their respective heirs, successors, and
assigns, and the covenants hereof shall run with the Assets. All Appendices, Exhibits and
Schedules attached hereto are hereby made part hereof and incorporated herein by this reference.
This Assignment is intended to be recorded and filed of record. To facilitate recordation, there
are omitted from the Exhibits to this Assignment in certain counterparts descriptions of property
located in recording jurisdictions other than the jurisdiction (tax district, county, parish, state, or
federal agency) in which the particular counterpart is to be filed or recorded.
9. Subrogation. To the extent permitted by Law, Assignee shall be subrogated to
Assignor's rights in and to representations, warranties, and covenants given by others with
respect to the Assets, and Assignor hereby grants and transfers to Assignee, its respective
successors and assigns, to the extent so transferable 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 excluding covenants and warranties made by Assignor,
its respective Affiliates, and each of their respective members, partners, directors, managers,
officers, employees, and agents, other than those set forth in the Purchase Agreement and the
other documents and instruments delivered by such Persons thereunder).
10. Governing Law. This Assignment and the documents delivered pursuant hereto
and the legal relations between the Parties shall be governed by, construed and enforced in
accordance with the Laws of the State of Colorado, without regard to principles of conflicts of
Laws that would direct the application of the Laws of another jurisdiction.
11. Venue and Waiver of Jury Trial. Any dispute, controversy, matter, or claim
between the Parties (each a "Dispute"), that cannot be resolved among the Parties, will be
instituted exclusively in the courts of the State of Colorado in and for Denver County or the
United States District Court or the Colorado State District Court located in Denver, Colorado and
each Party hereby irrevocably consents to the exclusive jurisdiction and venue in connection
with any Dispute, litigation or proceeding arising out of this Assignment or any of the
transactions contemplated thereby. Each Party waives any objection which it may have
pertaining to improper venue or forum non-conveniens to the conduct of any litigation or
proceeding in the foregoing courts. EACH OF THE PARTIES HEREBY VOLUNTARILY
AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY LITIGATION, ACTION OR
OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS ASSIGNMENT.
12. Further Assurances. Each Party covenants and agrees to execute and deliver to
the other Party all such additional reasonable instruments and other documents and will do all
such other reasonable acts and things as may be necessary to more fully assure to Assignee or its
successors or assigns, all of the respective properties, rights, and interests herein and hereby
granted or intended to be granted, including, without limitation, executing separate assignments
of individual oil, gas, and mineral leases or interests therein, which are included in the Assets
and which are necessary to facilitate the recognition of Assignee's ownership of the Assets.
13. Counterparts. This Assignment may be executed in multiple counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
14. Certain Definitions. As used herein:
(a) "Records" means all books, records (including Asset Tax records), files,
data, information, drawings and maps to the extent (and only to the extent) related to the
Assets, including electronic copies of all computer records where available, and including
well files, facility and well records, contract files, lease files, well logs, division order
files, title opinions, and other title information (including abstracts, evidences of rental
payments, maps, surveys, title curative documents and data sheets), correspondence with
Governmental Authorities and Third Party operators, and surveys, production records,
engineering files, health and safety, pipeline safety, and environmental records, but
excluding, however, in each case, the Excluded Records.
(b) "Excluded Records" means any and all: (a) originals of the records which
relate to both the Assets and any Excluded Assets (subject to Assignee's right hereunder
to make copies of such Records); (b) corporate, financial, Tax (other than Asset Tax) and
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legal data and Records of Assignor that relate primarily to. Assignor's business generally
(whether or not relating to the Assets), or to businesses of Assignor and any affiliate of
Assignor other than the exploration and production of Hydrocarbons; (c) data, software
and records to the extent disclosure or transfer is restricted, prohibited or subjected to
payment of a fee, penalty or other consideration by any license agreement or other
agreement with a Person other than Affiliates of Assignor, or by applicable Law, and for
which no consent to transfer has been received or for which Assignee has not agreed in
writing to pay such fee, penalty or other consideration, as applicable; (d) legal records
and legal files of Assignor, including all work product of and attorney -client
communications with Assignor's legal counsel or any other documents or instruments
that may be protected by an attorney -client privilege, but excluding any title opinions
covering the Oil and Gas Properties; (e) data, correspondence, materials, descriptions and
records relating to the auction, marketing, sales negotiation or sale of the Assets,
including the existence or identities of any prospective inquirers, bidders or prospective
purchasers of any of the Assets, any bids received from and records of negotiations with
any such prospective purchasers and any analyses of such bids by any Person; (0 all data,
core and fluid samples and other engineering, geological or geophysical studies
(including seismic data, studies and information), all proprietary or confidential geologic,
seismic geophysical and interpretative data and analyses, including any and all
interpretations of any of the foregoing and other similar information and records, in each
case relating to the Oil and Gas Properties; and (g) data and records relating solely to the
other Excluded Assets.
[Signature pages follow.]
8
4327498 08/16/2017 09:26 AM
Page 9 of 27
IN WITNESS WHEREOF, this Assignment, Bill of Sale, Deed, and Conveyance is executed and
delivered to be effective as of the Effective Time.
ASSIGNOR:
GRIZZLY PE
By:
STATE OF COLORADO
COUNTY OF NrmPe.C-
Nam Richard Fro er
Title: Manager
The foregoing instrument was acknowledged before me this y of August, 2017,
by Richard Frommer, as Manager of Grizzly Petroleum Company, LLC, a Colorado limited
liability company, on behalf of such limited liability company.
c • ),A,6,„,„
's official signature)
Cc)) It Do‘
(Commision Expiration)
JANET C WILLSON
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID A 20024018949
MY COMMISSION EXPIRES JUNE 11, 2018
(Notary Seal)
Signature Page to Assignment, Bill of Sale, Deed, and Conveyance
4327498 08/16/2017 09:26 AM
Page 10 of 27
ASSIGNEE:
VERDAD RESOURCES LLC
By:
STATE OF T2 i t 5
COUNTY OF Da45
Name: William C. Beecherl
Title: President
This instrument was acknowledged before me on Au ,,ts -. 0i, 2017, by
William C. Beecherl, as President of Verdad Resources LLC, a Delaware limited liability
company, on behalf of said limited liability company.
(SEAL)
Commission No.:
1{ —t
No . Public LL
Printed Name: Pe -►'Lees (.44:UrAvC,lam
My Commission Expires: bec.. lb 1201'5-
i _
*.a,:. '% RENEE WARNOCK
Notary Public. State of Texas
My Commission Expires
December 16, 2018
%Nos
1
[Signature Page to Assignment, Bill of Sale, Deed, and Conveyance ]
4327498 08/16/2017 09:26 AM
Page 11 of 27
EXII[IBIT A-1
Leases
[Attached]
Exhibit A-1
EXHIBIT "A-1"
LEASES
Attached to and made a part of that certain Assignment, Bill of Sale, Deed, and Conveyance executed August 14, 2017, but effective April 1, 2017, by and
between Grizzly Petroleum Company, LLC, as Assignor, and Verdad Resources LLC, as Assignee.
Lease No.
Lessor
Lessee
Lease date
Sec
Tshp
Rng
Legal Description
County name
Rec Ref
CO123-1924-01
LAYNE E THOMPSON AND CYLENE
THOMPSON
SHARP ENERGY RESOURCES,
LLC
8/7/2013
02
1N
64W
TOWNSHIP 1 NORTH, RANGE 64 WEST, 6TH P.M. SEC. 2: A PART OF THE SE, BEING LOT A
OF CORRECTED RECORDED EXEMPTION NO. 1475 -02 -4 -RE -3930, ACCORDING TO THE
MAP RECORDED JANUARY 3, 2006 AT RECEPTION NO. 3352000 AND CONTAINING
APPROXIMATELY 29.99 GROSS ACRES, MORE OR LESS.
Weld
3981607 (MEMO)
C0123-1999-01
SHIRLEY JEAN HENRY WAGY
GRIZZLY PETROLEUM
COMPANY, LLC
11/13/2013
02
1N
64W
TOWNSHIP 1 NORTH, RANGE 64 WEST, 6TH P.M. SEC. 2: SW
Weld
3988584 (MEMO)
CO123-2030-01
ANNETTE TARANTINO
GRIZZLY PETROLEUM
COMPANY, LLC
8/5/2013
02
iN
64W
TOWNSHIP 1 NORTH, RANGE 64 WEST, 6TH P.M. SEC. 2: LOTA OF RECORDED
EXEMPTION NO 1475-02-1 RE2904, RECORDED 4/24/01 AT RECEPTION NO 2842713 AND
CONTAINING APPROXIMATELY 5.00 GROSS ACRES, MORE OR LESS.
Weld
3999503
C0123-1963-01
CLAUDIA ILENE ZELLI AND CARLO ZELLI
CLAUDIA ILENE ZELLI SUCCESSOR TRUSTEE
OF THE DALE AULT REV TRST OF 1993
DATED 11/11/93
SHARP ENERGY RESOURCES,
LLC
6/20/2013
12
iN
64W
TOWNSHIP 1 NORTH, RANGE 64 WEST, 6TH P.M. SEC. 12: N2/3 OF THE SE, ALSO
DESCRIBED AS LOTS A & B OF RECORDED EXEMPTION RE -3205 AS RECORDED AT
RECEPTION #2963715 AND CONTAINING APPROXIMATELY 108.02 GROSS ACRES, MORE
OR LESS.
Weld
2013000105638
C0123-1976
MICHAEL F CALLAHAN AND MARILYN G
CHICK
GRIZZLY PETROLEUM
COMPANY, LLC
11/14/2013
12
1N
64W
TOWNSHIP 1 NORTH, RANGE 64 WEST, 6TH P.M. SEC. 12: A PART OF THE SW, BEING LOT
A OF RECORDED EXEMPTION NO. 1475 -12 -3 -RE -3458 AS RECORDED MAY 5, 2003 UNDER
RECEPTION NO. 3059053 IN THE COUNTY CLERK'S OFFICE OF WELD COUNTY, COLORADO
AND CONTAINING APPROXIMATELY 11.06 GROSS ACRES, MORE OR LESS.
Weld
3988238
C0123-1411
STATE OF COLORADO 8962.6
JEFFREY T. OBOURN
5/18/2006
16
1N
64W
TOWNSHIP 1 NORTH, RANGE 64 WEST, 6TH P.M. SEC. 16: ALL
Weld
3565634
C0123-1269
ANADARKO E&P COMPANY LP AND
ANADARKO LAND CORP.
PETROLEUM DEVELOPMENT
CORP.
3/12/2007
23
iN
64W
TOWNSHIP 1 NORTH, RANGE 64 WEST, 6TH P.M. SEC. 23: 52 LIMITED FROM SURFACE TO
THE BASE OF THE J SAND FORMATION
Weld
3527784
C0123-1262
BANK OF OKLAHOMA, NA., AS AGENT
FOR US BANK, N.A., TRUSTEE OF THE T. E.
MCCLINTOCK MINERAL TRUST
GRIFFIN MANAGEMENT
2001, LLC
12/8/2003
24
1N
64W
TOWNSHIP 1 NORTH, RANGE 64 WEST, 6TH P.M. SEC. 24: S2NW
Weld
3139871
C0123-1263-01
JEANNE S. BRIGGS
GRIFFIN MANAGEMENT, LLC
7/21/2004
24
1N
64W
TOWNSHIP 1 NORTH, RANGE 64 WEST, 6TH P.M. SEC. 24: N/2NW/4
Weld
3259879
C0123-1263-02
MICHAEL F. KUHARSKI
GRIFFIN MANAGEMENT, LLC
10/31/2005
24
iN
64W
TOWNSHIP 1 NORTH, RANGE 64 WEST, 6TH P.M. SEC. 24: N/2NW/4
Weld
3352576
CO123-1263-03
ESTATE OF FRANK J. & GLADYS M.
MARTINELLI, GAIL MARTINELLI PERS REP
GRIFFIN MANAGEMENT, LLC
7/21/2004
24
1N
64W
TOWNSHIP 1 NORTH, RANGE 64 WEST, 6TH P.M. SEC. 24: N/2NW/4
Weld
3259881
CO123-1263-04
IRENE G. SCHEY
GRIFFIN MANAGEMENT, LLC
7/21/2004
24
1N
64W
TOWNSHIP 1 NORTH, RANGE 64 WEST, 6TH P.M. SEC. 24: N/2NW/4
Weld
3259880
CO123-1263-05
JOSEPH HUNSADER
GRIFFIN MANAGEMENT, LLC
7/20/2006
24
iN
64W
TOWNSHIP 1 NORTH, RANGE 64 WEST, 6TH P.M. SEC. 24: N/2NW/4
Weld
3543213
CO123-1264-01
MICHAEL SCHWEITZER & VICKI SUE
SCHWEITZER
GRIFFIN MANAGEMENT, LLC
7/15/2004
24
iN
64W
TOWNSHIP 1 NORTH, RANGE 64 WEST, 6TH P.M. SEC. 24: N/2NW/4, LESS LOT A
Weld
3259878
1 of 10
EXHIBIT "A-1"
LEASES
Attached to and made a part of that certain Assignment, Bill of Sale, Deed, and Conveyance executed August 14, 2017, but effective April 1, 2017, by and
between Grizzly Petroleum Company, LLC, as Assignor, and Verdad Resources LLC, as Assignee.
Lease No.
Lessor
Lessee
Lease date
Sec
Tshp
Rng
Legal Description
County name
Rec Ref
C0123-1259
CHAMPLIN PETROLEUM COMPANY
AMOCO PRODUCTION
COMPANY
10/1/1976
01
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 1: LOTS 3, 4, S/2NW, S/2 LTD
FROM SURFACE TO BASE OF J -SAND FORMATION
Weld
1709360
C0123-2195
ANDERSEN'S STAR MARKET
H L WILLETT
2/21/1979
03
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: LOTS 7-8 BLK 46, TOWN OF
HUDSON
Weld
1794365
CO123-2201
JOSEPH NEAL ASPEY SR AND JANE ALICE
ASPEY
H L WILLETT
2/21/1979
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: LOTS 17-19 BLK 35, TOWN OF
HUDSON
Weld
1794363
C0123-2208-01
JAMES D BORN AND IRMA I BORN
H L WILLETT
11/12/1976
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: ALL OF THAT PART OF THE SW
75 FT OF A PARCEL WEST OF A LINE 635 FT WEST OF THE EAST LINE OF SAID SW
UNDERLYING CO HWY 52 FURTHER DESC M/B
SEC 10: THAT PART OF NW BEGINNING AT THE NW CORNER OF NW, FURTHER DESC M/B
Weld
1707795
C0123-2213
BRUCE D REED AND BONNIE L REED
NORTH AMERICAN
RESOURCES COMPANY
2/19/1997
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: PART OF SE DESCRIBED AS BLK
45 LOT 30, TOWN OF HUDSON
Weld
2546445
C0123-2223-01
ERNEST A CONWAY AND MARIE F
CONWAY
H L WILLETT
7/24/1981
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: LOTS 1-7, BLK 5, TOWN OF
YOUNGSTOWN (LOCATED IN SE)
Weld
1866434
CO123-2229-01
DEBRA L FLITNER
NORTH AMERICAN
RESOURCES COMPANY
2/19/1997
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: PART OF SE DESCRIBED AS BLK
46 LOT 22 AND SOUTH 20 FT OF LOT 21, TOWN OF HUDSON
Weld
2546447
C0123-2242
MICHAEL R DREILING
H L WILLETT
2/21/1979
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: LOT 13, BLK 46, TOWN OF
HUDSON
Weld
1794372
C0123-2248
MARIE ECKHARDT
H L WILLETT
6/6/1979
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: LOTS 9-11,14-16, 25-31, BLK 40,
TOWN OF HUDSON
Weld
1799562
C0123-2249
ELKHORN COMPANY
H L WILLETT
7/23/1981
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: LOTS 17-19 BLK 23 (LOCATED IN
SE)
Weld
1865264
C0123-2256
FARM & HOME LUMBER CO
H L WILLETT
2/21/1979
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: LOTS 9-16, LOTS 25-31, BLK 34,
AND LOTS 1-3, BLK 47, TOWN OF HUDSON
Weld
1794377
C0123-2257
EZEKIEL FERNANDEZ AND LEONIDES
FERNANDEZ
H L WILLETT
2/19/1982
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: BEGINNING AT A PT ON THEE
LINE OF THE SW OF SEC 3, WHICH IS 940.7 FT N OF S/2 CORNER OF SEC; FURTHER DESC
BY M/B
Weld
1887405
C0123-2265-01
FRITCHIE & CO
H L WILLETT
8/5/1981
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: BEGINNING AT CENTER OF SEC
3, THENCE E ALONG THE EAST W/2 SEC LINE 1658' FURTHER DESC M/B
Weld
1871832
C0123-2265-02
JYL HASTEN, SOLE BENEFICIARY UWO
EVANGELINE B HATFIELD; AND SUSAN
HAHN, PR FOR EST OF EVANGELINE B
HATFIELD
H L WILLETT
11/20/1980
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: BEGINNING AT CENTER OF SEC
3, THENCE E ALONG THE EAST W/2 SEC LINE 1658' FURTHER DESC M/B
Weld
1845733
2 of 10
08/16/2017 09:26 AM
EXHIBIT "A-1"
LEASES
Attached to and made a part of that certain Assignment, Bill of Sale, Deed, and Conveyance executed August 14, 2017, but effective April 1, 2017, by and
between Grizzly Petroleum Company, LLC, as Assignor, and Verdad Resources LLC, as Assignee.
Lease No.
Lessor
Lessee
Lease date
Sec
Tshp
Rng
Legal Description
County name
Rec Ref
CO123-2265-03
DAWN WISGERHOF, SOLE BENEFICIARY OF
THE EST OF RAYMOND K WISGERHOF;
AND RUSSELL W BARTELS, PR OF EST OF
RAYMOND K WISGERHOF, DEC
H L WILLETT
5/17/1981
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: BEGINNING AT CENTER OF SEC
3, THENCE E ALONG THE EAST W/2 SEC LINE 1658' FURTHER DESC M/B
Weld
1865265
C0123-2269
VICTOR J WUERTZ AND MARLENE F
WUERTZ
H L WILLETT
3/19/1981
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: A PARCEL OF LAND ADJACENT
TO THE TOWN OF HUDSON, A PART OF THE SW/4 BEING FURTHER DESC BY M/B
Weld
1858662
C0123-2275
LAWRENCE E GERKIN AND CAROLE A
GERKIN
H L WILLETT
2/21/1979
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3:1_31 & 32 BLK45, L5-8 & 17-24
BLK40 TOWN OF HUDSON
Weld
1794385
C0123-2294
HENRYLYN IRRIGATION DISTRICT
H L WILLETT
2/21/1979
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: L23-27 BLK46 W OF HIGHWAY
TOWN OF HUDSON
Weld
1794375
CO123-2305
ANNA T HOLMQUIST
H L WILLETT
2/21/1979
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3:1_32 BLK40 TOWN OF HUDSON
Weld
1799553
CO123-2309
HUDSON SANITATION DISTRICT
H L WILLETT
3/10/1981
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: THAT PART OF THE NESW LYING
N AND E OF THE CO HWY 52 ROW, FURTHER DESC BY M/B
Weld
1853310
C0123-2317
MAURICE J JOHNSON AND POLLY C
JOHNSON
H L WILLETT
5/9/1979
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: N2SWSW AND W2SESWSW
Weld
1793391
C0123-2320
KELLY D LONGWORTH AND KIMBERLY A
LONGWORTH
NORTH AMERICAN
RESOURCS CO
2/19/1997
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: PART OF THE SE MORE PART
DESC AS L30-32 BLK48 TOWN OF HUDSON
Weld
2546443
C0123-2328
LARRY & GEORGE INC
H L WILLETT
2/27/1979
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: BLK A & W 15' OF ASH ST ADJ TO
BLK A IN BLK 47 TOWN OF HUDSON
Weld
1794378
C0123-2336
ALLAN B LONG
H L WILLETT
2/27/1979
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3:1.7-14 BLK 48 TOWN OF HUDSON
Weld
1794368
C0123-2339
MABEL NELSON CRIST AND EILEEN DART,
HEIRS OF IDA C NELSON
NORTH AMERICAN
RESOURCES COMPANY
3/15/1997
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: PART OF SE DESCRIBED AS LOTS
15 & 16, BLK 39, TOWN OF HUDSON
Weld
2546448
CO123-2340
MARILYN Y KRAUSE
BERGE/WHITING INC
4/5/1983
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: SE BEING PART OF
YOUNGSTOWN DESC AS: BLK 1: LOT A, & LOTS 1-10 BLK 2: LOTS 1-10 BLK 3: LOTS 1-10
BLK 4: LOTS 1-8 BLK 6: LOTS 1-8 BLK 7: LOTS 1-10 BLK 8: LOTS 1-10 BLK 9: LOTS 1-7 BLK
10: LOT B BLK 11: LOTS 1-10 BLK 12: LOTS 1-8 BLK 13: LOT C BLK 14: LOTS 1-3 INCLUDING
ANY MINERALS OWNED UNDER ADJACENT HWYS, STREETS, ALLEYS, EASEMENTS, ROWS
Weld
1926668
C0123-2341
MARION B HINES
H L WILLETT
2/21/1979
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: L7-8 BLK 34 TOWN OF HUDSON
Weld
1794359
C0123-2348
MARY L MONTOYA
NORTH AMERICAN
RESOURCES COMPANY
2/19/1997
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: PART OF SE DESCRIBED AS BLK
48 LOTS 17-26, TOWN OF HUDSON
Weld
2546444
3 of 10
08/16/2017 09:26 AM
EXHIBIT "A-1"
LEASES
Attached to and made a part of that certain Assignment, Bill of Sale, Deed, and Conveyance executed August 14, 2017, but effective April 1, 2017, by and
between Grizzly Petroleum Company, LLC, as Assignor, and Verdad Resources LLC, as Assignee.
Lease No.
Lessor
Lessee
Lease date
CO123-2360
C0123-2368
CO123-2370
C0123-2381
C0123-2398
C0123-2425
C0123-2447
GERALD L MUTCHIE AND PEGGY A
MUTCHIE
MERVIN W NILES AND BYRDIE M NILES
LEROY C O'DELL AND JOSEPH NEAL ASPEY
SR
PEN PROPERTIES
ROBERT W KENOBBIE AND SHERRI L
KENOBBIE
ELIZA I SUMNERS
VIOLET A BELL
H L WILLETT
H L WILLETT
HLWILLETT
NORTH AMERICAN
RESOURCES COMPANY
NORTH AMERICAN
RESOURCES COMPANY
H L WILLETT
NORTH AMERICAN
RESOURCES COMPANY
C0123-2451
C0123-2616
pp -
00123 -2619
WELD COUNTY BOARD OF COUNTY
COMMISSIONERS l.thblo a- I
KATHLEEN MARIE DISCOE
LAWRENCE D KLEVE AND SUSAN R KLEVE
H L WILLETT
WHITEWING RESOURCES
LLC
WHITEWING RESOURCES
LLC
C0123-2628
C0123-2629
C0123-2630-01
C0123-2630-02
CO123-2630-03
C0123-2630-04
HUDSON LOCKERS INC
JERRY L SYDOW AND SHIRLEY SYDOW
ANGELA L CARDONE
AUDREY M CRAWFORD
RAYMOND A DERDA AND PAMELA M
DERDA
JEFFREY D DERDA
WHITEWING RESOURCES
LLC
WHITEWING RESOURCES
LLC
WHITEWING RESOURCES
LLC
WHITEWING RESOURCES
LLC
WHITEWING RESOURCES
LLC
WHITEWING RESOURCES
LLC
1/21/2014
7/24/1981
2/21/1979
2/21/1979
2/19/1997
2/14/1997
2/27/1979
2/19/1997
7/26/1978
11/22/2013
11/22/2013
03
1N
03
03
03
03
03
1N
1N
1N
1N
1N
Rng
Legal Description
65W
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: E2SESWSW
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: L1-25 BLK 30, L1-9, 17-25 BLK 31,
L1-9, 17-25 BLK 32, TOWN OF HUDSON
County name
Weld
Weld
Rec Ref
1864897
1794360
65W
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: L29 BLK 45, TOWN OF HUDSON
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: PART OF SE DESCRIBED AS LOTS
22, 23, 24 BLK 45, TOWN OF HUDSON
65W TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: PART OF SE DESCRIBED AS BLK
34 LOTS 1 & 2, TOWN OF HUDSON
65W
65W
65W
65W
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: L15-16 BLK 41 TOWN OF
HUDSON
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: PART OF THE SE MORE PART
DESC AS L15-16 BLK48 TOWN OF HUDSON
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: PARTS OF THE SE
SEC. 10: PARTS OF THE NE FURTHER DESC BY LOTS AND BLOCKS 1 J 5. q 5 cats
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3 & 10: B&MRR ROW ON THE PLAT
OF THE TOWN OF HUDSON, REC. #125091 ON DEC. 31, 1907
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: LOT 12, BLOCK 46
Weld
Weld
Weld
Weld
Weld
Weld
Weld
Weld
1794355
2546446
2546442
1799555
2546441
1761915
4027880
4027894
11/22/2013
11/22/2013
1/21/2014
1/10/2014
03
03
03
03
03
1N
1N
1N
1N
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: LOTS 26 & 27, BLOCK 45
65W TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: LOT 25, BLOCK 45
65W
65W
65W
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: ALL STREETS, AVENUES AND
ALLEYS IN THE SE, FURTHER DESC BY M/B
SEC. 10: ALL STREETS, AVENUES AND ALLEYS IN THE NE, FURTHER DESC BY M/B
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: ALL STREETS, AVENUES AND
ALLEYS IN THE SE, FURTHER DESC BY M/B
SEC. 10: ALL STREETS, AVENUES AND ALLEYS IN THE NE, FURTHER DESC BY M/B
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: ALL STREETS, AVENUES AND
ALLEYS IN THE SE, FURTHER DESC BY M/B
SEC. 10: ALL STREETS, AVENUES AND ALLEYS IN THE NE, FURTHER DESC BY M/B
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: ALL STREETS, AVENUES AND
ALLEYS IN THE SE, FURTHER DESC BY M/B
SEC. 10: ALL STREETS, AVENUES AND ALLEYS IN THE NE, FURTHER DESC BY M/B
4 of 10
Weld
Weld
Weld
Weld
Weld
Weld
4028228
4028225
4028224
4028222
4028220
4028219
EXHIBIT "A-1"
LEASES
Attached to and made a part of that certain Assignment, Bill of Sale, Deed, and Conveyance executed August 14, 2017, but effective April 1, 2017, by and
between Grizzly Petroleum Company, LLC, as Assignor, and Verdad Resources LLC, as Assignee.
Lease No.
Lessor
Lessee
Lease date
Sec
Tshp
Rng
Legal Description
County name
Rec Ref
C0123-2632
JERRY L SYDOW
WHITEWING RESOURCES
LLC
11/22/2013
03
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 3: LOTS 12,13,14,15 & 16, BLOCK
36 AND LOT 28, BLOCK 45
Weld
4028217
CO123-2192
EUGENE C ANDERSON AND HELEN E
ANDERSEN
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 19-24, BLK 66, TOWN OF
HUDSON
Weld
1794366
CO123-2200
JOSEPH NEAL ASPEY JR AND BECKY G
ASPEY
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 23-25 BLK 80, TOWN OF
HUDSON
Weld
1794382
CO123-2203
JOHN H AND ADAM BELL
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L17 THROUGH 19 BLK 63
TOWN OF HUDSON
Weld
1794390
CO123-2211
GUY KENNETH BRADLEY AND DORIS JEAN
BRADLEY
H L WILLETT
2/21/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: ALL OF BLK 86 NORTH OF
DITCH; LOTS 11,12,17,18, BLK 85; LOT 4-32, BLK 76; ALL OF BLK 75 EAST OF RR
EXCLUDING RR ROW; TOWN OF HUDSON
Weld
1794361
CO123-2212
ROBERT AUGUST BRENDECKE AND
DOROTHY MARIE BRENDECKE
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 14-16, BLK 65, TOWN OF
HUDSON
Weld
1794391
CO123-2214
EDWIN R BULLARD AND HELEN L BULLARD
H L WILLETT
8/25/1982
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 17, 18, 21, 22, BLK 93;
LOTS 7-11,18-22, BLK 94, TOWN OF HUDSON
Weld
1902488
CO123-2221
CITIZENS INSURANCE AGENCY
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L1 THROUGH 3 BLK 76 TOWN
OF HUDSON
Weld
1794394
CO123-2226
DELORIS M CRAWFORD
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 17- 22, BLK 80, TOWN OF
HUDSON
Weld
1794381
CO123-2241
DAVID D DREILING AND DEBRA A
DREILING
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 14-16, BLK 64, TOWN OF
HUDSON
Weld
1794395
CO123-2243
MICHAEL R DREILING AND DORIS L
DREILING
H L WILLETT
2/4/1983
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 1, 2, 19, 20, AND
VACATED ALLEY ADJACENT AND 1/2 VACATED ELM ST ADJACENT, BLK 53, TOWN OF
HUDSON
Weld
1918854
CO123-2245
DALE E & WAYNE N DUNKER AND JACK
MCMILLION
H L WILLETT
2/21/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 5-9, BLK 57 TOWN OF
HUDSON
Weld
1799557
CO123-2246
LAWRENCE I DUNSTON AND LEOTA V
DUNSTON
H L WILLETT
2/21/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 20-22, BLK 65, TOWN OF
HUDSON
Weld
1794393
CO123-2250
ELKHORN COMPANY
H L WILLETT
2/21/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOT 7, BLK 62, TOWN OF
HUDSON
Weld
1799556
CO123-2251
PAUL ENTZ AND HILDA ENTZ
H L WILLETT
2/21/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 23-25, BLK 50, TOWN OF
HUDSON
Weld
1799563
CO123-2255
FARM & HOME LUMBER CO
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 7-16, BLK 52, TOWN OF
HUDSON
Weld
1794376
CO123-2263
VICTOR G FORTE AND NANCY J FORTE
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 25 & 26, BLK 66; LOTS 29-
30, BLK 66, TOWN OF HUDSON
Weld
1794386
5of10
08/16/2017 09:26 AM
EXHIBIT "A-1"
LEASES
Attached to and made a part of that certain Assignment, Bill of Sale, Deed, and Conveyance executed August 14, 2017, but effective April 1, 2017, by and
between Grizzly Petroleum Company, LLC, as Assignor, and Verdad Resources LLC, as Assignee.
Lease No.
Lessor
Lessee
Lease date
Sec
Tshp
Rng
Legal Description
County name
Rec Ref
CO123-2276
CLARENCE GERKIN AND LEONA GERKIN
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10:113 & 14 BLK58 TOWN OF
HUDSON
Weld
1794384
CO123-2293
MARVIN HIETT AND RUTH HIETT
H L WILLETT
2/21/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L30-32 BLK80 TOWN OF
HUDSON
Weld
1794358
CO123-2303
B L HOLDEN
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L11-14 & L29-32 BLK 79 TOWN
OF HUDSON
Weld
1794362
C0123-2304
ESTHER HOLDEN
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10:125 AND L26 BLK 79 TOWN OF
HUDSON
Weld
1794380
CO123-2308
HUDSON AREA DEVELOPMENT COMPANY
H L WILLETT
2/21/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L25 AND L26 BLK 81 TOWN OF
HUDSON
Weld
1794374
CO123-2315-01
J H HAYES AND MYRNA LAVON HAYES
WB MACEY AND PAUL M
MERSHON JR
3/20/1981
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: SWNWSE AND ALL THAT PART
OF THE SW LYING S AND E OF THE CB AND Q RAILROAD ROW, TOGETHER WITH ANY OIL
AND GAS LESSOR MAY OWN UNDER ADJACENT HWYS, EASEMENTS AND ROW
Weld
1855017
CO123-2315-02
OLIVER D MARESH
WB MACEY AND PAUL M
MERSHON JR
3/18/1981
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: SWNWSE AND ALL THAT PART
OF THE SW LYING S AND E OF THE CB AND Q RAILROAD ROW, TOGETHER WITH ANY OIL
AND GAS LESSOR MAY OWN UNDER ADJACENT HWYS, EASEMENTS AND ROW
Weld
1855016
CO123-2319
EDWARD F JORDAN AND BARBARA E
JORDAN
H L WILLETT
2/21/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L9 BLK 78 TOWN OF HUDSON
Weld
1799560
C0123-2323
JAMES E KIRKMEYER JR AND MELBA J
KIRKMEYER
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L1-2 BLK 92, 11-2 BLK 63 TOWN
OF HUDSON
Weld
1794383
CO123-2324
LEONARD FAY KNOLLES
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1. NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10:127-29 BLK 65 TOWN OF
HUDSON
Weld
1794379
CO123-2326
LAWRENCE 0 KUHNKE AND LORA G
KUHNKE
H L WILLETT
2/26/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L20-23 BLK 63, W 100' OF L1-4
BLK 52 TOWN OF HUDSON
Weld
1794392
CO123-2327
NORMA J LANNING
H L WILLETT
2/27/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10:11-4 BLK 80 TOWN OF HUDSON
Weld
1794364
CO123-2350
DOROTHY W MCCURDY AND JOHN W
MCCURDY
H L WILLETT
2/27/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L31-32 BLK 85 TOWN OF
HUDSON
Weld
1799554
CO123-2352
MELODY DEVELOPMENT CORP
H L WILLETT
2/27/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L12-13 BLK 94, L3-4 BLK 93
TOWN OF HUDSON
Weld
1794356
CO123-2353
MELODY DEVELOPMENT CORP
H L WILLETT
2/27/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L1-2 BLK 93, L1-2 & L17-18 BLK
49 TOWN OF HUDSON
Weld
1794357
CO123-2363
ROLAND NECKIEN
H L WILLETT
2/27/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10:1.5 THROUGH L7 BLK 80 TOWN
OF HUDSON
Weld
1799558
6of10
EXHIBIT "A-1"
LEASES
Attached to and made a part of that certain Assignment, Bill of Sale, Deed, and Conveyance executed August 14, 2017, but effective April 1, 2017, by and
between Grizzly Petroleum Company, LLC, as Assignor, and Verdad Resources LLC, as Assignee.
Lease No.
Lessor
Lessee
Lease date
Sec
Tshp
Rng
Legal Description
County name
Rec Ref
CO123-2367
WILMER A NICHOLS AND MARY FELCHITE
NICHOLS
H L WILLETT
2/21/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6111 P.M. SEC. 10: L13-16,121-23 BLK 88 LYING N
AND W OF RR ROW, TOWN OF HUDSON
Weld
1794367
CO123-2372
ALGIE O O'KELLY
H L WILLETT
2/27/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10:110,11, 21, 22 BLK 92 TOWN
OF HUDSON
Weld
1794370
CO123-2382
WILLIAM O PERRY SR ESTATE AND
WILLIAM O PERRY JR AND LENRERTT
ERICKSON AS PR
H L WILLETT
4/18/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: SE4 EXCEPT SWNWSE &
N2NWSWSE
Weld
1793392
CO123-2383
WILLIAM O PERRY SR ESTATE AND
WILLIAM O PERRY JR AND LENRERTT
ERICKSON AS PR
H L WILLETT
2/21/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L20 21 22 895 L i THRU 22 896
TOWN OF HUDSON
Weld
1794353
CO123-2387
GAYLORD NEAL PONTIUS AND RUBY
MARCELLA PONTIUS
H L WILLETT
2/21/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: Li THROUGH 4 AND 1/2
VACATED ALLEY ADJACENT AND E2 OF VACATED ELM ST ADJACENT BLK 60. L13
THROUGH 16 AND N2 VACATED 4TH AVE ADJACENT AND E2 OF VACATED ELM ST
ADJACENT IN BLK 60. Ll AND 2 BLK 59, ALL IN THE TOWN OF HUDSON
Weld
1794369
CO123-2399
BERNARD L ROBERTSON AND SHIRLEY E
ROBERTSON
H L WILLETT
2/27/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 19-21, BLK 81, AND S2
LOT 21, ALL LOT 22 AND N2 LOT 23, BLK 49, TOWN OF HUDSON
Weld
1794387
CO123-2403
PHILLIP M ROMINE AND ELEANOR E
ROMINE
H L WILLETT
2/27/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L8 THROUGH 11 BLK 80 TOWN
OF HUDSON
Weld
1794389
CO123-2404
MICHAELJ ROSKOP JR AND JANICE L
ROSKOP
H L WILLETT
2/21/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6Th P.M. SEC. 10: ALL THAT PART OF BLKS 86
AND 87 LYING S AND W OF DITCH AS NOW CONSTRUCTED, AND E AND S OF ROW OF
CBQ RR IN TOWN OF HUDSON
Weld
1794371
CO123-2416
RODNEY D SISSON AND BETTY J SISSON
H L WILLETT
2/27/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10:127 THROUGH 29 BLK 67
TOWN OF HUDSON
Weld
1794388
CO123-2423
GERTRUDE I BENNETT AND RUSSELL
STRASBAUGH
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L1-26, 29-32 BLK 68 L15,16, 23-
32 BLK 69115,16, 23-32 BLK 61 TOWN OF HUDSON
Weld
1794354
CO123-2424
EVERETT E STRONG AND ELEANOR E
STRONG
H L WILLETT
2/27/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L30 THROUGH 32 BLK 65
TOWN OF HUDSON
Weld
1799561
CO123-2426
EVERETT E SWARTS AND ALBERTA M
SWARTS
H L WILLETT
2/21/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10:113-16 BLK 70 LESS RR ROW S2
L11, L12-14, 28-30 BLK 71 L5-10, 15, 16, 23-28 BLK 74 TOWN OF HUDSON
Weld
1794373
CO123-2433
DEWEY THOMPSON AND CAROLINE C
THOMPSON
H L WILLETT
2/27/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10:126-29 BLK 80 TOWN OF
HUDSON
Weld
1794351
CO123-2434
NORA THOMPSON
H L WILLETT
2/27/1979
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10:11-4 BLK 78 TOWN OF HUDSON
Weld
1794352
COi23-2448
LARRIE WEBER AND MARY L WEBER
H L WILLETT
2/27/1979
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: L11-13 BLK 49 TOWN OF
HUDSON
Weld
1799559
7 of 10
08/16/2017 09:26 AM
O)
co
CV
Cr)
N-
CN
O
07
C)
EXHIBIT "A-1"
LEASES
Attached to and made a part of that certain Assignment, Bill of Sale, Deed, and Conveyance executed August 14, 2017, but effective April 1, 2017, by and
between Grizzly Petroleum Company, LLC, as Assignor, and Verdad Resources LLC, as Assignee.
Lease No.
Lessor
Lessee
Lease date
Sec
Tshp
Rng
Legal
Description
County
Rec
name
Ref
CO123-2449
WILBUR E WEHRMAN, RUBLE LEROY
H L WILLETT
5/23/1980
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: NENW AND
WEHRMAN, AND DONALD E WEHRMAN
113-16 BLK 35
TOWN OF HUDSON
Weld
1833901
C0123-2450
WELD COUNTY BOARD OF COUNTY
H L WILLETT
10/28/1981
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: N2NWSWSE
Weld
1873614
COMMISSIONERS L.t,Q6loa.-a.
10
S acucs
C0123-2614
BARBARA A GYRION
WHITEWING
RESOURCES
11/15/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC.
LLC
10: W2 OF LOTS 17, 18, 19 AND 20,
BLOCK 56
Weld
3980866
C0123-2615
THEODORE J GERSTNER AND LINDA M
WHITEWING RESOURCES
11/15/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 1-6 & 8, BLOCK 50
Weld
3981738
GERSTNER
LLC
CO123-2617
MARY ANN CRABTREE YOUNGER
WHITEWING RESOURCES
LLC
11/22/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 17 & 18, BLOCK 60
Weld
4027898
C0123-2618
JOHN E HOCHMILLER
WHITEWING RESOURCES
LLC
11/15/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 5, 6 AND N2 LOT 7, BLOCK
81
Weld
4027897
C0123 -2620-O1
ROBERT D GAINES TST UTD 4/27/95
WHITEWING RESOURCES
LLC
11/22/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOT 15, 16, 29 & 30, BLOCK 53
Weld
4027891
C0123-2620-02
HELEN A GAINES TST UTD 4/27/95
WHITEWING
RESOURCES
LLC
11/22/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOT 15, 16, 29 & 30, BLOCK 53
Weld
4027888
C0123-2621
DENNIS P GENDREAU AND LORRAINE E
GENDREAU
WHITEWING RESOURCES
LLC
11/22/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 21 & 22, EXCEPTING A
PORTION FURTHER DESC. BY M/B
Weld
4027887
C0123-2622
LARRY D MCCLAREN
WHITEWING RESOURCES
11/22/2013
10
LLC
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 17 & 18, BLOCK 77
Weld
4027886
•
C0123-2623
MICHAEL J ROSKOP AND JANICE L ROSKOP
WHITEWING RESOURCES
11/15/2013
10
1N
LLC
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 1, 2, 3, 12, 13, 14, BLOCK
91
Weld
3981726
C0123-2624
WILLIAM EXNER
WHITEWING RESOURCES
LLC
11/15/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 7, 8, 9 & 10, BLOCK 49
Weld
3981732
C0123-2625
WILLIAMS TRUST DTD 01-28-2008
WHITEWING RESOURCES
11/22/2013
10
1N
LLC
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 30, 31 & 32, BLOCK 63
Weld
3981737
CO123-2626
JAIME E BAILEY FRAZIER
WHITEWING RESOURCES
LLC
10/15/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: S2 OF LOT 7, BLOCK 81
Weld
4027902
C0123-2627
ROBERT L HEINZE
WHITEWING RESOURCES
LLC
11/15/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 17 & 18, BLOCK 64
Weld
4028230
C0123-2631
E BRADLEY FIEGENER
WHITEWING RESOURCES
11/15/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH
P.M. SEC. 10: LOTS 1, 2, 3 & 4, BLOCK 81
Weld
4028218
LLC
C0123-2633
MONIKA STROSNIDER
WHITEWING RESOURCES
10/15/2013
10
LLC
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 14, 16 AND N2 OF 17,
BLOCK 91
Weld
4028130
8 of 10
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EXHIBIT "A-1"
LEASES
Attached to and made a part of that certain Assignment, Bill of Sale, Deed, and Conveyance executed August 14, 2017, but effective April 1, 2017, by and
between Grizzly Petroleum Company, LLC, as Assignor, and Verdad Resources LLC, as Assignee.
Lease No.
Lessor
Lessee
Lease date
Sec
Tshp
Rng
Legal Description
County name
Rec Ref
C0123-2634
SWARTS MOBILE HOME PARK LLC
WHITEWING RESOURCES
LLC
11/22/2013
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 1, 2,10,11 & 12 AND ALL
THAT PART OF THE RR ROW ON LOTS 13,14,15 & 16, BLOCK 70; S2 OF LOT 11, BLOCK 71
Weld
4028072
C0123-2635
BENNIET C BENJAMIN AND SHEILA)
BENJAMIN
WHITEWING RESOURCES
LLC
11/15/2013
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOT 17, BLOCK 92
Weld
4028069
C0123-2636
CARROLL L PARKER AND JUDITH K PARKER
WHITEWING RESOURCES
LLC
11/15/2013
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 19, 20 & 21, BLOCK 64
Weld
4028067
C0123-2637
MARC E SEEGER
WHITEWING RESOURCES
LLC
11/22/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 1 & 2, BLOCK 84
Weld
4028066
CO123-2638-01
KATHRYN R KOVACH
WHITEWING RESOURCES
LLC
11/22/2013
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 19, 20 & N2 OF LOT 21,
BLOCK 49
Weld
4028065
CO123-2638-02
DANIEL K POLLARD
WHITEWING RESOURCES
LLC
11/22/2013
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 19, 20 & N2 OF LOT 21,
BLOCK 49
Weld
4028062
CO123-2638-03
GEORGE F KOVACH
WHITEWING RESOURCES
LLC
11/22/2013
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 19, 20 & N2 OF LOT 21,
BLOCK 49
Weld
4033120
C0123-2639
MICHAEL E ANDERSON AND GAIL R
GRANT
WHITEWING RESOURCES
LLC
11/22/2013
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 17,18 & 19, BLOCK 84
(A/K/A LOTS 1, 2 & 3 MCTOLZ REPLAT)
Weld
4028038
CO123-2640
VERNON C WAKEFIELD AND TARAE L
WAKEFIELD
WHITEWING RESOURCES
LLC
11/15/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 24, 25 & 26, BLOCK 63
Weld
4028036
C0123-2661
JORGE MERCADO-SALAS
WHITEWING RESOURCES
LLC
11/15/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 5 & 6, BLOCK 67
Weld
4028152
C0123-2662
ARMANDO GALLEGOS ACEVEDO
WHITEWING RESOURCES
LLC
11/22/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 12,13 AND N2 OF LOT 14,
BLOCK 93
Weld
4028213
C0123-2663
JOHN E HOCHMILLER
WHITEWING RESOURCES
LLC
11/22/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: E2 OF LOTS 17,18,19 & 20,
BLOCK 56
Weld
4028216
C0123-2664
GARY R GETTMAN
WHITEWING RESOURCES
LLC
11/22/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 31 & 32, BLOCK 84
Weld
4028236
C0123-2665
NEAL OWEN PONTIUS
WHITEWING RESOURCES
LLC
11/22/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: ALL THAT PT OF THE ROW OF
THE CHICAGO, BURLINGTON & QUINCY RR CO LOCATED IN LOTS 17-32, BLOCK 70
Weld
4028235
C0123-2666
TERRY LEE DUCKWALL
WHITEWING RESOURCES
LLC
11/15/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 17 & 18, BLOCK 81
Weld
4028232
C0123-2667
PATRICIA REED
WHITEWING RESOURCES
LLC
11/22/2013
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOT 13, BLOCK 84
Weld
4028231
C0123-2668
DAVID A LOZANO AND MARIA E LOZANO
WHITEWING RESOURCES
LLC
11/15/2013
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 31 & 32, BLOCK 64
Weld
4028248
9 of 10
2
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i1
EXHIBIT "A-1"
LEASES
Attached to and made a part of that certain Assignment, Bill of Sale, Deed, and Conveyance executed August 14, 2017, but effective April 1, 2017, by and
between Grizzly Petroleum Company, LLC, as Assignor, and Verdad Resources LLC, as Assignee.
Lease No.
Lessor
Lessee
Lease date
Sec
Tshp
Rng
ega
Legal Description
County name
Rec Ref
C0123-2669-01
JOHN B PARKER AND SHAARON B PARKER
FAMILY TRUST DTD 12/22/1995
WHITEWING RESOURCES
LLC
11/15/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: ROW OF THE CHICAGO,
BURLINGTON & QUINCY RR CO AND PT OF THE W2 OF ELM ST, FURTHER DESC BY M/B
Weld
4028247
C0123-2669-02
DAVID E MARTIN AND ELIZABETH A
MARTIN
WHITEWING RESOURCES
LLC
11/15/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: ROW OF THE CHICAGO,
BURLINGTON & QUINCY RR CO AND PT OF THE W2 OF ELM ST, FURTHER DESC BY M/B
Weld
4028246
CO123-2670
BRANDON BRIDGES SR AND REBECCA F
BRIDGES
WHITEWING RESOURCES
LLC
11/22/2013
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 1 & 2, BLOCK 83
Weld
4028245
C0123-2671
NEAL OWEN PONTIUS
WHITEWING RESOURCES
LLC
11/22/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: PT OF ELM ST BTW 4TH & 5TH
AVE, AND PT OF 4TH & 5TH AYES, FURTHER DESC BY M/B
Weld
4028244
C0123-2672
LARRY R FINN AND CHRISTINA FINN
WHITEWING RESOURCES
LLC
11/15/2013
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 31 & 32, BLOCK 50
Weld
4028240
C0123-2673
MARY ALTA WINSLOW
WHITEWING RESOURCES
LLC
11/22/2013
10
iN
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 1 & 2, BLOCK 77
Weld
4028239
CO123-3027
ESPERANZA GOMEZ
GRIZZLY PETROLEUM
COMPANY LLC
12/1/2014
10
1N
65W
TOWNSHIP 1 NORTH, RANGE 65 WEST, 6TH P.M. SEC. 10: LOTS 22-25, BLOCK 64, TOWN
OF HUDSON
Weld
4095629
10 of 10
4327498 08/16/2017 09:26 AM
Page 22 of 27
EXHIBIT A-2
Wells
[Attached]
Exhibit A-2
EXHIBIT "A-2"
WELLS
Attached to and made a part of that certain Assignment, Bill of Sale, Deed, and Conveyance executed August 14, 2017, but effective April 1,
2017, by and
between Grizzly Petroleum Company, LLC, as Assignor, and Verdad Resources LLC, as Assignee.
Well
No.
Name
TWP
RNG
SEC
Operator
API
St
Co
W11474
OTTESEN 1
T1N
R65W
Sec 3:
GREAT WESTERN OPERATING CO LLC
0512310362
CO
Weld
W11714
PASTELAK 01 -64W -02-3N
T1N
R64W
Sec 2:
VERDAD OIL & GAS CORPORATION
0512340319
CO
Weld
W11475
PERRY 1
T1N
R65W
Sec 10:
GREAT WESTERN OPERATING CO LLC
0512310386
CO
Weld
W10442
TURECEK STATE 16-1H
T1N
R64W
Sec 16:
GREAT WESTERN OPERATING CO LLC
0512333424
CO
Weld
W10447
UPRR RICKETSON 1
T1N
R65W
Sec 1:
GREAT WESTERN OPERATING CO LLC
0512313749
CO
Weld
W10449
VICKI 21-24
T1N
R64W
Sec 24:
GREAT WESTERN OPERATING CO LLC
0512323261
CO
Weld
W10450
WAGNER 33-23
T1N
R64W
Sec 23:
GREAT WESTERN OPERATING CO LLC
0512324449
CO
Weld
W12417
JOKER 26N1-9HZ
T1N
R65W
Sec 9:
Sec 10:
KERR MCGEE OIL & GAS ONSHORE
0512341325
CO
Weld
W12418
JOKER 26N2-9HZ
T1N
R65W
Sec 9:
Sec 10:
KERR MCGEE OIL & GAS ONSHORE
0512341330
CO
Weld
1 of 1
4327498 08/16/2017 09:26 AM
Page 24 of 27
EXHIBIT A-3
Rights of Way
[Attached]
Exhibit A-3
4327498 08/16/2017 09:26 AM
Page 25 of 27
EXHIBIT A-3
RIGHTS OF WAY
Attached to and made a part of that certain Assignment, Bill of Sale, Deed, and Conveyance executed August 14, 2017, but effective April 1, 2017, by and
between Grizzly Petroleum Company, LLC, as Assignor, and Verdad Resources LLC, as Assignee.
TURECEK STATE 16-1H
Surface Use Agreement dated May 5, 2011, by and between Edward I Huttner, as Conservator for Milos Turecek and Great Western Oil
and Gas Company, LLC covering Township 1 North, Range 64 West, Section 16: All, Weld County, Colorado
WAGNER 33-23
Surface Damage and Release Agreement dated January 25, 2007, by and between Arthur and Terri Wagner and Petroleum Development
Corporation covering Township 1 North, Range 64 West, Section 23: NWSE, being a part of Lot B, RE -3370, Weld County, Colorado
(Memorandum of Surface Damage and Release Agreement recorded March 9, 2007 at Rec. No. 3461105.)
UPRR RICKETSON 1
Surface Damage Agreement dated December 3, 1987 by and between United Bank of Denver NA as Personal Representative of the
Estate of Frank H Ricketson, Jr. and Sandlin Oil Corporation covering Township 1 North, Range 65 West, Section 1: NW, Weld County,
Colorado.
Surface Owner's Agreement dated December 4, 1987 by and between United Bank of Denver NA, as Personal Representative of the
Estate of Frank H Ricketson, Jr. and Union Pacific Resources Company covering Township 1 North, Range 65 West, Section 1: NW, Weld
County, Colorado.
HDI
Surface Use Agreement dated April 25, 2016 by and between Hudson Development, Inc. and Great Western Operating Company, Inc.
covering Township 1 North, Range 65 West, Section 10: Part of SE, Weld County, Colorado.
1 of 1
4327498 08/16/2017 09:26 AM
Page 26 of 27
SCHEDULE 1.1(a)
Excluded Assets
[Attached]
Schedule 1.1(a)
SCHEDULE 1.1(a)
Excluded Assets
None.
Schedule 1.1(a)
Hello