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Home My WebLink About20192883.tiffRECEIVED JUL 152019 COMMISSIONERS 4442298 10/29/2018 04:37 PM Total Pages: 7 Rec Fee: $43.00 Carly Koppes - Clerk and Recorder, Weld County, CO ASSIGNMENT, BILL OF SALE AND CONVEYANCE This ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this "Assignment") dated effective as of April 1, 2018 at 12:01 a.m. Mountain Time (the "Effective Time"), is from Bison Oil & Gas II, LLC, a Colorado limited liability company ("Bison"), whose address is 518 17th Street, Suite 1800, Denver, Colorado 80202, to Verdad Resources LLC, a Delaware limited liability company, whose address is 1401 17a` Street, Suite 925, Denver, Colorado 80202 ("Verdad"). Bison and Verdad are at times referred to herein individually as a "Party" and collectively as the "Parties." Capitalized terms used herein but not otherwise defined shall have the meanings given such terms in the Asset Exchange Agreement by and between Bison and Verdad, dated June 14, 2018 (the "Exchange Agreement"). ARTICLE I ASSIGNMENT AND RESERVATION 1.1 Assets. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bison hereby grants, bargains, sells, conveys, and assigns to Verdad the following (collectively, the "Assets"): (a) all of Bison's right, title, and interest in and to the oil and gas leases described in Exhibit A (the `Bison Leases"), insofar and only insofar as the Bison Leases cover the lands described on Exhibit A (the "Bison Lands"); (b) to the extent transferable, all of Bison's rights in, to, and under all unitization, pooling, and communitization agreements, declarations, orders, and the units created thereby insofar as the same cover the Bison Leases and to the production of oil, gas and other hydrocarbons ("Hydrocarbons"), attributable or allocated to the Bison Leases; (c) all surface leases, rights -of -way, easements and other surface rights agreements insofar as the same are used primarily in connection with the exploration, drilling, production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or produced water from the Bison Leases ("Bison Surface Rights"); Agreement; (d) all pending and active permits set forth in Exhibit F to the Exchange (e) (f) the Bison Records; the Bison Contracts set forth on Exhibit B; and (g) all claims of Bison related to the items set forth in Sections 1.1(a) through 1.1(f) relating to the Verdad Assumed Liabilities. 1.2 Excluded and Retained Assets. Notwithstanding Section 1.1 or any other provision of this Assignment, the Assets shall not include, and Bison shall and does hereby except, retain, exclude, and reserve all of Bison's right, title, and interest in and to the following (the `Bison Excluded Assets"): {00377465.DOCX/ 1 } 2019-2883 t_ Eo a 99 4442298 10/29/2018 04:37 PM Page 2 of 7 (a) all fee mineral interests covering any portion of the Bison Lands or other lands; (b) all Bison Surface Rights insofar as the same are used in connection with, or are necessary or convenient for, the continued ownership, use, operation, and access of and to the Bison Excluded Assets; (c) all Income Tax records, and all the corporate minute books, financial records and other business records that relate to Bison's business generally; (d) all claims, rights or interests of Bison in or to any refunds, credits, loss carryforwards and similar tax assets, together with any interest due thereon or penalty rebate arising therefrom, with respect to (i) Income Taxes imposed on Bison, (ii) Property Taxes, Severance Taxes or any other taxes relating to the Assets, in each case, attributable to any period (or portion thereof) prior to the Effective Time, or (iii) any taxes attributable to the Bison Excluded Assets; and (e) all Bison Contracts and Bison Records insofar as the same are used in connection with, or are necessary or convenient for, the continued ownership, use, operation, and access of and to the properties described in Sections 1.2(a) through 1.2(d). 1.3 Habendnm Clause. TO HAVE AND TO HOLD the Assets unto Verdad, and Verdad's successors and assigns, forever, subject, however, to the terms and conditions of this Assignment. ARTICLE 2 SPECIAL WARRANTY AND DISCLAIMERS 2.1 Special Warranty of Tide. Bison warrants and shall forever defend Defensible Title to the Assets unto Verdad and its successors and assigns against any person whomsoever lawfully claiming, or to claim the same, or any part thereof, by, through or under Bison, but not otherwise, subject to the Permitted Encumbrances. 2.2 Subrogation. To the extent permitted by law, Verdad shall be subrogated to Bison's rights in and to representations, warranties, and covenants given with respect to the Assets. Bison hereby grants and transfers to Verdad, its 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 Bison is entitled to enforce with respect to the Assets. 2.3 Disclaimers. THE REPRESENTATIONS AND WARRANTIES OF '1'HL PARTIES CONTAINED IN THE EXCHANGE AGREEMENT AND THE TITLE WARRANTIES IN THIS ASSIGNMENT (COLLECTIVELY "PARTIES' WARRANTIES") ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES. EXCEPT FOR THE PARTIES' WARRANTIES, THE ASSETS SHALL BE CONVEYED PURSUANT HERETO WITHOUT (A) ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS, (00377465.AOCX/ i t 4442298 10/29/2018 04:37 PM Page 3 of 7 IMPLIED, STATUTORY OR OTHERWISE, RELATING TO (i) TITLE TO THE ASSETS, (ii) THE CONDITION, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OF ANY EQUIPMENT ASSOCIATED WITH THE ASSETS; ('iii) THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO A PARTY IN CONNECTION WITH THE EXCHANGE AGREEMENT, (iv) PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES ATTRIBUTABLE TO THE ASSETS OR THE ABILITY OF THE ASSETS TO PRODUCE HYDROCARBONS, (v) ANY IMPLIED OR EXPRESS WARRANTY OF NON - INFRINGEMENT, OR (vi) ANY OTHER MATTERS CONTAINED IN ANY MATERIALS FURNISHED OR MADE AVAILABLE TO A PARTY BY THE OTHER PARTY, OR (B) ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER. EACH PARTY SHALL HAVE INSPECTED OR WAIVED ITS RIGHT TO INSPECT THE ASSETS TO BE ASSIGNED TO SUCH PARTY AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION. VERDAD IS RELYING SOLELY UPON THE TERMS OF THE EXCHANGE AGREEMENT AND ITS OWN INSPECTION OF THE ASSETS, AND SHALL ACCEPT ALL OF THE SAME IN "AS IS, WHERE IS" CONDITION. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE OPERATIVE, THE DISCLAIMERS OF WARRANTIES CONTAINED IN THIS SECTION ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. ARTICLE 3 MISCELLANEOUS 3.1 Assignment Subject to Exchange Agreement. This Assignment is executed and delivered pursuant to the terms of the Exchange Agreement and is specifically made subject to the terms, conditions, and covenants contained therein. The terms and conditions of the Exchange Agreement are incorporated herein by reference, and in the event of a conflict between the provisions of the Exchange Agreement and this Assignment, the provisions of the Exchange Agreement shall control. The provisions of the Exchange Agreement, and any other agreements, certificates or instruments executed or delivered in connection therewith, shall not be deemed to have merged into this Assignment and shall survive the execution and delivery of this Assignment according to their terms. 3.2 Governing Law; Waiver of Jury Trial. This Assignment shall be governed by, construed, interpreted and applied in accordance with the laws of the State of Colorado, without regard to its conflicts of laws rules. EACH PARTY HEREBY KNOWINGLY AND INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING UNDER, ARISING OUT OF OR IN CONNECTION WITH THIS ASSIGNMENT. 3.3 Further Assurances. From time -to -time, each Party shall execute, acknowledge, and deliver to the other Party such further instruments, and take such other action, as may be reasonably requested in order to accomplish the purposes of this Assignment. {00377465.DOCX/ 1 } 4442298 10/29/2018 04:37 PM Page 4 of 7 3.4 Successors and Assigns. This Assignment shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and assigns, and the terms, covenants and conditions of this Assignment are covenants running with the land. 3.5 Exhibits. The Exhibits to this Assignment are hereby incorporated in this Assignment by reference and constitute a part of this Assignment. References in such exhibits to instruments on file in the public records are notice of such instruments for all purposes. Unless provided otherwise, all recording references in such exhibits are to the appropriate records of the counties in which the Assets are located. 3.6 Counterpart Execution. This Assignment may be executed in a number of counterparts, each of which shall be considered an original for all purposes, but shall not be binding until fully executed by all Parties. [Signature Pages Follow] {00377465.DOCX / t i 4442298 10/29/2018 04:37 PM Page 5 of 7 IN WITNESS WHEREOF, this Assignment is executed as of the dates of the acknowledgments below but sh: be effective for all ptuposes as of the Effective Time. ASSIGNOR: BISON OIL & By. Name: Jolm ustm Akers Title: Chief Executive Officer ASSIGNEE: VERD By. Name: David Richardson Title: Vice President, Business Development State of Colorado County of Denver 46i` The foregoing instrument was acknowledged before me on this day of July, 2018, by John Austin Akers, as Chief Executive Officer of Bison Oil & Gas II, LLC, a Colorado limited liability company, on behalf of the company. } } ACKNOWLEDGEMENTS Commission Expires: 11-17/11.1710 State of Co to ra.c O County of -De gyve_ r } LAURA INcGUIRE NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20184041978 MY COMMIPER0PJ EXPIRES NOVEMVEft 02,2020 The foregoing instrument was acknowledged before me on this day of July, 2018, by David Richardson, as Vice President, Business Development of Verdad Resources L Delaware limited liability company, on behalf of the con Commission Expires: CI # ` 17 2021 (00377465.D0CX/ 1 ) Public in an for State of LC} CHRISTINE MARIE SMITH Notary Public State of Colorado Notary !Da -20174010589 My Commission Exeires 04-17-2021 I of 1 Pages State: Colorado County: Weld a- ti M 0 co 0 rn N 0 co 0 cn cu Exhibit A Bison Leases and Lands Lessor Lessee : _ 1D to :. Rec'# .. ''rtwn _Rng' , Description .;COUnty Std George Benner's Family, LLC Morning Gun Exploration, LLC 01/20/17 4287886 9N 60W 13 S2 Weld CO George Benner's Family, LLC Morning Gun Exploration, LLC 01/20/17 4287886 9N 60W 14 S2SE, SESW Weld CO George Benner's Family, LLC Morning Gun Exploration, LLC 01/20/17 4287886 9N . 60W 23 NE, N2SE, NENW Weld CO BOK, Phyllis Bolin Rev Liv Trust Morning Gun Exploration, LLC 02/15/17 4291912 9N 60W 13 S2 Weld CO BOK, Phyllis Bolin Rev Liv Trust Morning Gun Exploration, LLC 02/15/17 4291912 ON 60W 14 S2SE, SESW Weld CO Ameritas Life Insurance Corp Morning Gun Exploration, LLC 07/06/17 4333223 9N 60W 15 S2SW Weld CO Van Alan Templeton Bison Oil & Gas ii, LLC 12/6/2017 4366152 9N 60W 15 All Weld CO Patricia Ras Bison Oil & Gas II, LW 12/6/2017 4366153 9N 60W 15 All Weld CO Sandra Orlando Bison Oil & Gas II, LLC 12/6/2017 4366154 9N 60W 15 All Weld CO Kay Woods Bison Oil & Gas II, LLC 12/6/2017 4366155 9N 60W 15 All Weld CO Weld County, Colorado Brom:Wing Properties I, LLC 7/12/2017 4321020 9N 59W 8 NWNE Weld CO COC-71624 RC Michael Company, Inc. 03/01/10 10N 59W 33 SESW Weld CO David C. Warren Bison Oil & Gas II, LLC 04/13/18 4398184 9N 60W 24 NW Weld CO CF Investments Border Resources 04/12/17 4297051 9N 60W 13 S2 Weld CO CF Investments Border Resources 04/12/17 4297051 9N 60W 14 S2SE, SESW Weld CO CF Investments Border Resources 04/12/17 4297051 9N 60W 23 N2, N2SE, NENW Weld CO Robert Rohn and Mariana Rohn Border Resources 02/21/17 4284616 9N 60W 14 N2S2 Weld CO COC-076997 Contex Energy Company 06/25/15 9N 60W 23 SESE Weld CO Exhibit A to Assignment, Bill of Sale and Conveyance 2 0 M O cc 0 N rn O co 0 rn� a) va 1 of 1 Pages State: Colorado County: Weld Exhibit B Bison Contracts Contract Type •, .... • .. Parties } r• Dat Ret No, Easement, Right of Way and Surface Use Agreement Mariana Rohn (Owner) and Bison Oil & Gas II, LLC (Operator) 9/5/2017 4362155 Easement, Right of Way and Surface Use Agreement Robert Rohn (Owner) and Bison Oil & Gas II, LLC (Operator) 9/5/2017 4362156 Easement, Right of Way and Surface Use Agreement Robert Rohn (Owner) and Bison Oil & Gas II, LLC (Operator) 9/5/2017 4336391 Access and Surface Damage Agreement Timbro Ranch and Cattle Company, LLC (Grantor) and Bison Oil & Gas II, LLC (Grantee) 2/6/2018 4376089 Access and Surface Damage Agreement Timbro Ranch and Cattle Company, LLC (Grantor) and Bison Oil & Gas II, LLC (Grantee) 2/6/2018 4376090 Access and Surface Damage Agreement Timbro Ranch and Cattle Company, LLC (Grantor) and Bison Oil & Gas II, LLC (Grantee) 2/14/2018 4379868 Amended and Restated Letter of Intent to Purchase and Sell Crude Oil Bison Oil & Gas II, LLC and Colorado River DevCo LP 4/23/2018 Amended and Restated Letter of Intent to Provide Fresh Water Delivery Services Bison Oil & Gas II, LLC and San Juan River DevCo LP 4/23/2018 Exhibit B to Assignment, Bill of Sale and Conveyance Jessica Reid From: Sent: To: Subject: Attachments: Lemar Safi <LSafi@VerdadOil.com> Friday, July 12, 2019 1:59 PM Jessica Reid RE: Your voicemail 4442298(1).pdf ICaution: This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the sender and know the content is safe. Jessica, Regards, Lemar Safi I'm working on getting you a copy of the division order as well. From: Jessica Reid <jreid@weldgov.com> Sent: Thursday, July 11, 2019 2:47 PM To: Lemar Safi <LSafi@VerdadOil.com> Subject: Your voicemail Hi Lamar, I'm just following up on the voicemail you left me last week. Attachment 2 Attachment 4, I don't have a division order, so I need a copy of that. Feel free to email me with questions. Jess Reid Deputy Clerk to the Board Weld County 1150 O Street Greeley, CO 80631 tel: 970-400-4212 so I need a copy of that. Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise 1 protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 Hello