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Home My WebLink About20201190.tiff4448522 11/26/2018 10:02 AM Total Pages: 11 Rec Fee: $63.00 Carly Koppes - Clerk and Recorder, Weld County, CO STATE OF WELD COUNTY OF WELD ASSIGNMENT, BILL OF SALE AND CONVEYANCE THIS ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this "Assignment"), dated effective as of 12:01 A.M., local time, where the respective Assets are located, on November 1, 2018 (the "Effective Time"), is between IronHorse Resources, LLC, a Delaware limited liability company qualified to do business in Colorado under the name IronHorse Colorado Resources, LLC ("Assignor"), whose mailing address is 216 16th Street, Suite 1200, Denver, Colorado 80202, and Edge Energy II, LLC, a Colorado limited liability company, whose mailing address is 1301 Washington Ave., Suite 300, Golden, Colorado 80401 ("Assignee"). Assignor and Assignee are each, individually, referred to herein as a "Party" and, collectively, as the "Parties." Capitalized terms used but not defined herein shall have the respective meanings set forth in that certain Purchase and Sale Agreement dated as of November 20, 2018, by and among Assignor and Assignee (the "Purchase Agreement"). Section 1. Assignment. The conveyance and assignment herein shall be deemed effective as of the Effective Time. For Ten Dollars ($10.00) and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Assignor does hereby forever GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee, all of Assignor's right, title and interest in and to the interests and properties described in subsections (a) through Q of this Section 1 (without duplication) (such right, title and interest collectively, the "Assets"): (a) All of the oil and gas leases; subleases and other leaseholds; interests in fee; carried interests; reversionary interests; net profits interests; royalty interests; overriding royalty interests; forced pooled interests; farmout rights; options; mineral interests and other properties and interests, located in the counties of Weld, Colorado and Laramie, Wyoming, including those described on Exhibit A, together with all rights, privileges, benefits and powers conferred upon the holder of said interests with respect to the use and occupation of the lands covered thereby (collectively, the "Leases"), together with each and every kind and character of right, title, claim, interest and estate that Assignor has in and to the lands covered by the Leases and the interests currently pooled, unitized, communitized or consolidated therewith (the "Lands"); c_IOYV.w.\_,_'r\cc_ N av1S US.119622973.05 4448522 11/26/2018 10:02 AM Page 2 of 11 (b) All oil, gas, water or injection wells located on the Lands, whether producing, shut-in, or temporarily abandoned, including the interests in the wells shown on Exhibit B attached hereto (collectively, the "Wells"); (c) All leasehold interests of Assignor in or to any currently existing pools or units which include any Lands or all or a part of any Leases or include any Wells, including those pools or units related to the Lands or Leases and associated with the Wells shown on Exhibit B (the "Units"; the Units, together with the Leases, Lands, and Wells, being hereinafter referred to as the "Properties"), and including all leasehold interests of Assignor in production of Hydrocarbons from any such Units, whether such Unit production of Hydrocarbons comes from Wells located on or off of a Lease, and all tenements, hereditaments and appurtenances belonging to the Leases and Units; (d) All contracts, agreements and instruments by which the Properties and other Assets are bound or subject, or that relate to or are otherwise applicable to the Properties and other Assets, including all pooling and unitization agreements, production pa ent agreements, area of mutual interest agreements, surface use agreements, joint development agreements, agreements, joint venture agreements, farmin and farmout agreements, acreage contribution agreements, operating agreements, crude oil, condensate, natural gas, or other Hydrocarbon purchase and sale, gathering, transportation, and marketing agreements, operating agreements, balancing agreements, unitization agreements, processing agreements, Hydrocarbon balancing agreements, Hydrocarbon storage agreements, facilities or equipment leases, production handling agreements, surface damage and other related agreements, and other contracts, agreements and instruments to which Assignor is a party or in which Assignor otherwise holds an interest or by which the Assets are bound to the extent applicable to the Properties or the production of Hydrocarbons produced in association therewith or therefrom, including those identified on Exhibit "C" of the Purchase Agreement; (e) All easements (including subsurface easements), permits, licenses, servitudes, rights -of -way, access agreements, surface leases and other surface rights appurtenant to, and used or held for use in connection with the Properties and other Assets, whether part of the premises covered by the Leases or Units or otherwise; (f) All equipment, materials, supplies, machinery, fixtures and other tangible personal property and improvements located on the Properties and used or held for use for the production, gathering, treatment, processing, storage, sale, disposal and other handling of Hydrocarbons attributable thereto, including any well pads, well heads, tanks, tank batteries, boilers, buildings, fixtures, casing, tubing, spare parts and inventory, injection facilities, saltwater disposal facilities, compression facilities, pumping units and engines, flow lines, pipelines, gathering systems, gas and oil treating facilities, machinery, power lines, telephone lines, roads, and other appurtenances, improvements, and facilities related thereto (collectively, the "Equipment"); (g) All Hydrocarbons produced from or attributable to the Leases, Lands and Wells from and after the Effective Time, together with and subject to Imbalances associated with the Properties; US.1196229', 3.05 4448522 11/26/2018 10:02 AM Page 3 of 11 (h) All files, records, and data directly attributable to the Assets, whether tangible or intangible, whether physically or electronically stored, including copies of all land and lease files, accounting and production records (including invoices, work -tickets, material transfers, revenue remittances, check details, journal entries, ledgers, sub -ledgers, severance, conservation, and ad valorem tax withholdings, contested invoices, joint interest billing statements, and payout calculations), equipment, inventory, division orders, and title records (including abstracts of title, title opinions, ownership reports, and title curative documents), engineering records, production and processing records, operation records, technical records, surveys, maps and drawings and other related files (the "Records"); and (i) To the extent transferable, and subject to payment by Assignee of all third party transfer and license fees, all seismic data, information, records, gravity maps, gravity meter surveys, seismic surveys, well logs, and other similar geological or geophysical surveys or data covering any portion of the Leases or Lands, including any processed or reprocessed data, in each case only to the extent such data is transferable without the payment of any fee or additional consideration to a third Person. TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns, forever, subject, however, to the covenants, terms and conditions set forth herein and in the Purchase Agreement. Section 2. Special Warranty. Assignor warrants Defensible Title to the Assets unto Assignee against every Person whomsoever lawfully claiming by, through and under Assignor, but not otherwise. Except for the limited special warranty referenced in the preceding sentence, no warranty or representation, express, implied, statutory or otherwise, with respect to Assignor's title to any of the Assets is provided under this Assignment. Section 3. Disclaimers of Warranties. (a) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN SECTION 4 OF THE PURCHASE AGREEMENT, OR THE SPECIAL WARRANTY OF DEFENSIBLE TITLE IN THIS ASSIGNMENT, ASSIGNEE ACKNOWLEDGES AND AGREES THAT ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. (b) EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN SECTION 4 OF THE PURCHASE AGREEMENT, OR THE SPECIAL WARRANTY OF DEFENSIBLE TITLE IN THIS ASSIGNMENT, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ASSIGNEE ACKNOWLEDGES AND AGREES THAT ASSIGNOR EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (I) TITLE TO ANY OF THE ASSETS, (II) THE ENVIRONMENTAL CONDITION OF THE ASSETS, (III) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE US.119622973.05 4448522 11/26/2018 10:02 AM Page 4 of 11 ASSETS, (IV) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE ASSETS, VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (VI) THE PRODUCTION OF HYDROCARBONS FROM THE ASSETS, (VII) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY ASSIGNOR OR ANY THIRD PARTIES, OR (VIII) 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 ASSIGNEE SHALL BE DEEMED TO BE OBTAINING THE ASSETS IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, "AS IS" AND "WHERE IS" WITH ALL FAULTS AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE. Section 4. Subrogation of Warranties. Assignee is hereby specifically assigned, and subrogated to, all warranties of title which Assignor or its affiliates may have from predecessors in interest to the extent applicable with respect to the Assets and to the extent Assignor or such affiliates may legally assign such rights and grant such subrogation. Section 5. Further Assurances. Assignor and Assignee agree to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other Party for carrying out the purposes of this Assignment. Assignee and Assignor, as applicable, shall execute, acknowledge (if necessary) and deliver any other instruments necessary to transfer in each applicable county in which the Assets are located the Assets to Assignee or to effect and support the transaction contemplated by the Purchase Agreement, including any conveyances on official forms and related documentation necessary to transfer the Assets to Assignee in accordance with requirements of applicable Governmental Body. Section 6. Certain Defined Terms. As used in this Assignment, the following terms have the definitions hereinafter indicated whenever used with initial capital letters: (a) "Hydrocarbons" means oil, gas, casinghead gas, condensate, natural gas liquids, and other gaseous and liquid hydrocarbons or any combination thereof and sulphur and other minerals extracted from or produced with the foregoing. (b) "Defensible Title" means that title of Seller with respect to each Leases set forth on Exhibit A and each Well set forth on Exhibit B that: (i) entitles Seller to receive an interest (expressed as a percentage or decimal fraction) of the Hydrocarbons produced, saved and marketed from the Lands covered by such Lease or from such Well (after satisfaction of all royalties, overriding royalties, net profits interests or other similar burdens on or measured by production of Hydrocarbons) US.119622973.05 4448522 11/26/2018 10:02 AM Page 5 of 11 (a "Net Revenue Interest"), of not less than the Net Revenue Interest shown in Exhibit B, as applicable, for such Lease or Well; (ii) obligates Seller to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, such Lease or Well not greater than the "working interest" percentage shown in Exhibit B, as applicable, for such Lease or Well, except for increases that are accompanied by at least a proportionate increase in Seller's Net Revenue Interest; and (iii) is free and clear of liens, encumbrances, obligations, security interests or irregularities, pledges, or other defects. Section 7. Successors and Permitted Assigns. This Assignment shall be binding upon and inure to the benefit of Assignee and Assignor and their respective permitted successors and assigns. Section 8. Recordation. To facilitate recordation, there may be omitted from the Exhibits to this Assignment in certain counterparts descriptions of property located in recording jurisdictions other than the jurisdiction in which the particular counterpart is to be filed or recorded. Section 9. Counterparts. This Assignment may be executed and delivered in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one Assignment. Section 10. Governing Law. This Assignment and the legal relations between the Parties shall be governed by and construed in accordance with the laws of the State of Colorado without regard to principles of conflicts of laws otherwise applicable to such determinations; provided, however, that any matter related to real property shall be governed by the laws of the State in which such real property is located. Section 11. No Multiple Conveyances. This Assignment is intended to convey all of the Assets being conveyed pursuant to the Purchase Agreement. Certain Assets or specific portions of the Assets that are leased from, or require the approval to transfer by, a Governmental Body are conveyed under this Assignment and also are described and covered under separate assignments made by Assignor to Assignee on officially approved forms, or forms acceptable to such entity, in sufficient multiple originals to satisfy applicable statutory and regulatory requirements. The interests conveyed by such separate assignments are the same, and not in addition to, the interests conveyed in this Assignment. Further, such assignments shall be deemed to contain all of the exceptions, US.119622973.05 4448522 11/26/2018 10:02 AM Page 6 of 11 reservations, rights, titles, power and privileges set forth herein as fully and only to the extent as though they were set forth in each such separate assignment. [SIGNATURE AND ACKNOWLEDGMENT PAGES FOLLOW.] US.119622973.05 4448522 11/26/2018 10:02 AM Page 7 of 11 EXECU 1 _ ED by Assignor and Assignee on the dates reflected in the acknowledgements of execution, but effective for all purposes as of the Effective Time. ASSIGNOR: IRONHORSE RESOURCES, LLC aka IronHorse Colorado Resources, LLC By: Name: Title: STATE OF I C1 4)1 3 COUNTY OF I rekSaH This instrument was acknowledged before me on November 20, 2018, by IT,ym (1O4 3, as f Patttew 1 of IronHorse Resources, LLC, a Delaware limited liability company. (SEAL) Commission No.: Zo t , q{o4Q oc4 US.119622973.05 Notair Public Printed Name: aL. My Commission Expires: Id/At/2020 DALE SCOT TALBRECHT - __ t I NOTARY PUBLIC STATE OF COLORADO MY COMMISSION EXPIRES OCTOBER 26, 2020 , 4448522 11/26/2018 10:02 AM Page 8 of 11 ASSIGNEE: EDGE ENERGY II, LLC By: Name: 4-e'vre. e v Title: Pr,,•C STALE, OF[(0�r . ) COUNTY OF [ Te vo H 1 }} This instrument was acknowledged before me on November 20, 2018, by [Steve awe �ce, .,, of Edge Energy II, LLC, a Colorado limited liability company, on behalf of said limited liability as company. y (SEAL) Commission No.: 201 0140 3—C-4/ US.119622973.05 .74 NotaiEy Public Printed Name: My Commission .31e A -(id xpires: to/t6/2.02d )ALE SCOTTALBRECHT NOTARY PUBLIC 1 STATE OF COLORADO NOTARY ID 20164040854 MY COMMISSION EXPIRES OCTOBER 26, 2020 4448522 11/26/2018 10:02 AM Page 9 of 11 EXHIBIT A Attached to and made a part of that certain Assignment, Bill of Sale and Conveyance Agreement by and between IronHorse Resources LLC and Edge Energy II, LLC. LEASES i1 ..• 40DE LESSOR Lindstrom 24-8-67 (Lindstrom 24 8 67 Lindstrom 24-8-67 Llndstrom 24-8-67 LIndstrom24-8:67_14_ - OS -000215-0 m 2 06 Lindstro4-8-6711 O5-000215.007 "Lindstrom 24-8 67114 05.000215-008 Lindstrom 24-8-67 1I1 05.000215-009 (Lindstrom 24-8-6711 :05-000215-0 10 10 Llndstrom 24 8 671H !05000215-011 i Lindstrom 24-8-671 H' 05-000215-012 Undstrom 24-8-_6_7 1 ilindstrom 24-8 6711 OS -000548-001 I Lindstrom 24-8-671H 05-000548-002 1Lindstrom 24.8-67 1H .05-000548-003 Lindstrom 24:8167 1H ;05-000548-004 Lindstrom 24-8-67 1H 05-000548-008 Lindstrom 24_8 6711 C00015222-001 'Llndstrom 24-8-671H C00015281-001 ILindstrom248-6711 CO0015281-002 Lindstrom24-8-671H •000015281-003 (Llndstrom 2_4-e:6711 'Lindstrom 24-8-671H Lindstrom 24-8.67114 !Lindstrom 24-8-671H Lindstrom 24-8-67114 I Lindstrom 24-8-671H !Lindstrom 248-671H Lindstrom 248-671H "Lindstrom 248-671H ILindstrom 24-8-67 1H Varra 12 9-661H Varra 129-66114 ilarra 12-9-66 1H Varna 12-9-661H iVarra 12-9-661H Varra 12-9-6611 State 27-1 State 36-9-661H ate 36.10.671H !State 16-3-61 State 10-67-28 1H Washburn 15X 62HN Washburn_15X-62HN !Washburn 15X -62I -IN iWashbum 15X-62HN Washburn 15X-62HN [Washburn 15X-62HN Washburn 15X-62HN Washburn--- 15X 621N LWarren VO-09-214 114 05-000215-001 LINDSTROM CARL CHESAPEAKE EXPLORATION LLC 6/6/2011 1H OS 000215 003 GENEVA MASAD --1 C Y iCHESAPEAKE EXPLORATION LLC 7/18/2011 DOROI 1H OS -000215-005 NATHAN H HAWKINS 1 -- - -- -_.__. _ _ ;CHESAPEAKE EXPLORATION LLC 114 ;05-000215-004 THY SUPPES CHESAPEAKE EXPLORATION LLC 7/18/2011 _ !I 7/20/2011 CHESAPEAKE EXPLORATION LLC 10/3/2011 CHESAPEAKE EXPLORATION LLC 10/3/2011 CHESAPEAKEEEEXPLORATION LLC 10/3/2011 N CHESAPEAKE EXPLORATION LLC 10/3/2011iI N CHESAPEAKE EXPLORATION LLC 10/3/2011 N CHESAPEAKE EXPLORATION, LLC ! 11/8/2011_i N E , LLC 11/8/2011 _ SHARON PALMER_SCHR_ADER DOYLEBOTr LEROYBOTT ANITASCHIEBEL 'STEVEN BOTT VIRGIL LYLE HAWKINS ROY IRVIN HAWKINS H '05-000215-013 'ORVILLE CHARLES HAWKINS DONNA GAYLE BALL ROGER A & PATTYJO YOUNG DIANA.' ZALESKI THOMAS E & DIANNA F VARRA SANDRA KAY WHITMAN DENIS D HAGEN 'LINDA EICHHEIM PETERSON ILORI NARVA [RC LAND, INC DUANE N & JANICE I CERBROW N ESTATE OF ROBERT H BUCHA 000015283.002 DAVID A & SHIRLEY L LINDSA C00015284001 D & STARR C WRIG C00015284.002 'CLINTONFRANK D GIDDINGS -000015284-003 TRANINA MARIE GLOVER 000015284004 MARTHA LEE HOUSTON .000015284-005 SAMUEL W BERRY •.000015284006 HOWARD K WRIGHT 05-000808-000 �WELDCOUNTY .000015223-001 ,THOMAS E & DIANNA F VARRA 1C00015223-002VAN K ._ IRUTHA&DAVID KEMPEN C00015223-003 RUSSELL G & CHERYL L ADAMS DOROTHYJ & GROVERE BO STATE OF COLORADO ANADARKO LAND CORP STATE OF COLORADO STATE OF COLORADO STATE OF COLORADO STATE OF COLORADO BRUCE MICHAELL DAVIS BRUCE MICHAELL DAVIS DUANGCHAEL WASHBURN DU_ANGCHAEL WASHBURN ARTHERand10-ANLARSEN ARTHER andi--AN LARSEN GARY DIEBERT CO0015228_001 Colorado Land Board 000015270-000 Colorado Land Board •Colorado Land Board Colorado Land Boar( Colorado Land Board C00015284-002 000015284003 C00015284-004 IC00015284-005 .000015284-006_ I :000015313-000 I 000015338-000 CO0015339-000 _ T FOA 011 Werra n V0� TRACY AUGUSTUS EICHHEIM US AGBANK U 000015281.004 C00015282-001 CO0015283-001 - ___�_._ 12/11/2008 I N2NE24 CHESAPEAKE EXPLORATION LLC CHESAPEAKE EXPLORATION LLC CHESAPEAKE EXPLORATION LLC CHESAPEAKE EXPLORATION LLC 'CHESAPEAKE EXPLORATION LLC _IT VERNE DWYER _ IT VERNE DWYER T VERNE DWYER T VERNE DWYER (TVERNEDWYER I T VERNE JJCHESAPEAKEEXPLORATION I I -'CHESAPEAKE EXPLORATION, LLC 11/9/2011 7/28/2011 I 8/1,2011 I SESW 24 -8N -67W 7/21/2011I SESW 24 -8N -67W 8/1/2011 I _ SESW 24 -8N -67W j 11/29/2011 • SESW 24 -8N -67W 10/30/2008 N2SW, SWSW 24-8N-67114-_- 11/10/2006 ! SE, S2NE 24 -8N -67W ' 11/10/2006 ; SE, S2NE 24 -8N -67W ≥ NW 24 -8N -67W NW 24 -8N -67W NW 24 -8N -67W 1 NW 24-8N 67W f j . I 3803678 WELD COLORADO 3796877 WELD COLORADO 3790866 _,WELD COLORADO 3790871 _ WELD COLORADO NW 24:8N -67W + 3806364 WELD _ COLORADO NW 24 -8N -67W 3806350 WELD COLORADO W 24 -8N -67W 3806351 WELD COLORADO W 24 -8N -67W -_ 3806349 WELDCOLORADO W 24 -8N -67W _._J 3806348 � WELD COLORADO W 24481 67W I 3828737 WELD COLORADO NW 24.81 67W - ___ � _ . 3828738 WELD COLORADO -. NW 24 -8N -67W _ 3828748 WELD COLORADO J SESW248N67W COLORADO DWYER N T VERNE DWYER Y T VERNE DWYER T VERNE DWYER T VERNE DWYER T VERNE DWYER T VERNE DWYER IT VERNE DWYER T VERNE DWYER CHESAPEAKE EXPLORATION T VERNE DWYER T VERNE DWYER T VERNE DWYER STGIT VERNE DWYER I RUBICON OIL and GAS II, LP RUBICON OIL & GAS II, LP RUBICON OIL and GAS II, LP RUBICON OIL and GAS II, LP CHESAPEAKE EXPLORATION, RUBICON OIL and GAS ILL!? DIAMOND RESOURCES CO DIAMOND RESOURCES CO DIAMOND RESOURCES CO. DIAMOND RESOURCES CO DIAMOND RESOURCES CO DIAMOND RESOURCES CO. DIAMOND RESOURCES CO. L&W Ventures LLC IRONHORSE RESOURCES 3793962 WELD 3793968 3796865 3796866 3828739 3595042 3445845 3445853 9/26/2006 SE S2NE24-8N 67W - - � .__ 3451185 12/11/2008 I SE, S2NE 24 -8N -67W I 3602692 -8N 6 7W 3602696 2/4/2009 SW SWSW 24 -8N -67W I 3616339 WELD 11/24/2009 !W2SN NESW 24 -8N -67W I 3670789 WELD 5/25/2010 I SE 24 -8N -67W _ 3710611 WELD 5/26/2010 4 SE, 24 -8N -67W I _ 370207.2 WELD 5/10/2010 SE 24 -8N -67W WELD 3717012 WELD C 5/14/2010TTSE 2481 67W J 3702069 WELD 5/14/2010 j SE 24 -8N -67W 3702068 WELD 5/25/2010 SE 24 -8N -67W 1 3710612 WELD LLC I 8/3/2011 12 -9N -66W ;4_ 3786288 --- WELD 9/21/2006 N252 12 -9N -66W 3450902 j 9/8/2006 ! N_W N2S212-9N 66W I WELD 3427752 WELD 1/16/2009 I NW 12 -9N -66W 3605798 WELD ___1_-11/10/2006 I N252NW12-9N-66W 3441165 l WELD jI 6/30/2018 ALL I 8683.5 I WELD 11/9/2009 ! ALL 27 9N -66W 3716554 � WELD {{{j 6/29/2018 I ALL I 8685,5 WELD I 6/29/2018 I '- -- COLORADO ALL 8722.5 WELD COLORADO L.L.C 3/1/2014 L 1:- - 1-- I ALL _�,_.,,. 152811 WELD COLORADO _6/29/2018 ' _. '-- .;_.__. ALL _- .____.8721.5_! WELD COLORADO 2/1/2010 INE/4SW/45E/41-8N 62W. 3675751 WELD COLORADO_ I 2/1/2010 :__SE/2158N-62W I____ 3675751WELD COLORADO I 1/19/2010 S 214-8N-62WI 3672563___ _ WELD _ COLORDO A 1/19/2010 1 _ S/215 -8N -62W _ 3672563 ___W_ELD _ COLORADO _ -_ _! 2/1/2010 INE/45W/4SE/4 1-81 62W� 3677423 __WELD COLORADO 2/1/2010 I S/4 35 81 62W 3677423WELD _ COLORADO _ 3/1/2010_4* S/2 15 -8N -62W ! 3682155-- WELD COLORADO . 12/31/2009 15 8N -62W 3673250 I - WELD COLORADO 2/21/2014 I 9151-65W _ _L___ 633857 LARAMIEIWYOMING WELD COLORADO WELD _COLORADO WELD COLORADO WELD COLORADO WELD COLORADO WELD COLORADO WELD COLORADO WELD COLORADO WELD COLORADO WELD COLORADO COLORADO COLORADO COLORADO COLORADO COLORADO COLORADO COLORADO COLORADO COLORADO COLORADO COLORADO COLORADO COLORADO COLORADO COLORADO US.119622973.05 CIRQUE RESO RCES 4448522 11/26/2018 10:02 AM Page 10 of 11 EXHIBIT B Attached to and made a part of that certain Assignment, Bill of Sale and Conveyance Agreement by and between IronHorse Resources LLC and Edge Energy II, LLC. WELLS AP{ Number t4ca2[an $tote For 11.. • 42840000Sec 24 T8N R67W Colorado ! - i Niobrara 60.70% 48.56% Lindstrom 24-8-67 1H• 051233 I Washburn 15X-62HN 05123354750000 r — ---- Sec 15-T8N-R62W i Colorado Niobrara 50.00% i 40 00% L - 240.0 HBP Varra arra 12-9-66 1H 05123335810000 - ..._....._.. I Sec 12-T9N-R66W � Colorado � Niobrara 45.56% 36.45% 291 HBP State 36- • _ HBP 9661H State 36-10-67 1H State 10-67-28 1H State 16-3-61 1H State 27.1 Warren VO-09 2H US.119622973.05 ,05123314470100 05123315980100 05123323680000 05123349910100 05123306620000 ) ' Niobrara 60.70 Sec 36 T9N-R66W Colorado i 1_48.56y._ _ % I --- 388.5 -.._.. Sec 36-T10N-R67W I Colorado 1 Niobrara 60.70% 48 56% H8P � --- 388 5 HBP jsec 28 T10N-R67W ; Colorado Niobrara 60.70% 48.56% 388.5 _._ HBP Colorado Sec 16 R3N-R61W CGreenhorni 0% I 100.0g0,0pyy HBP Colorado i Sec 27-T9N-R66W . % Codell � 62.69% j 49021208980000 Sec 9-T15N-R6SW ! Wyoming -- __ ! Niobrara ! 30.00% I 24.00% Wellbore Assignment HBP 4448522 11/26/2018 10:02 AM Page 11 of 11 EXHIBIT C Attached to and made a part of that certain Assignment, Bill of Sale and Conveyance Agreement b and between IronHorse Resources LLC and Edge Energy II, LLC. y AGREEMENTS • MULTIPLE WELLS PURCHASED FROM CHESAPEAKE MULTIPLE WELLS PURCHASED FROM JAMESTOWN WARREN I/0 -09-2H State 10-67-28 State 36-10.67 WARREN VO.09-2H WARREN VO.09-2H MULTIPLE WELLS PURCHASED FROM CHESAPEAKE State 10-67.28, State 36-10.67 MULTIPLE WELLS PURCHASED FROM CHESAPEAKE 2233 WARREN VO.09.2H WARREN VO-09-2H IMMEDIEMZEIIMMEMMENEE US.119622973.05 19622973.05 ASN 01 ASN 03 ASN 04 ASN 05 JOA 5-005 JOA 5.006 JOA 5-010 JOA 5.011 JOA 5.012 JOA 5.015 JOA 5-016 JOA Global 5.001 JOA Global 5-002 JOA Global 5-002 JOA Global 5-002 JOA Global 5-017 MODEL JOA 5-003 Rattficatlon of JOA 5-004 Ratlflcatlon of JOA 5-008 SUA 001 SUR 002 SUA 003 SUA 004 SUA 000 SUA 006 SUA 009 SUA 010 SUA 011 FOA 011 FOA 012 PURCHASE CONTRACT PURCHASE CONTRACT 3 1/2014 8 1/2014 5/1/2015 3/6/2014 1/1/2011 1 1/2011 1/1/2011 1 1/2011 . 8/31/2011 9/22/2011 11/1 2011 1/1/2011 10/15/2012 10/15/2012 10/15/2012 12/15/2010 8/31/2011 3 13/2013 11/18/2011 9/7/2011 9/7/2011 8/8 2011 4/1/2010 5/19 2011 2/21/2011 1/18 2011 3/5 2012 4 26 2012 2/21 2014 5 5/2014 10/13 2014 10/13 2014 CHESAPEAKE EXPLORATION JAMESTOWN RESOURCES LLC CIRQUE RESOURCES CHESAPEAKE EXPLORATION CHESAPEAKE EXPLORATION CHESAPEAKE EXPLORATION CHESAPEAKE EXPLORATION CHESAPEAKE EXPLORATION NOBLE ENERGY NOBLE ENERGY CHESAPEAKE EXPLORATION CHESAPEAKE EXPLORATION CHESAPEAKE EXPLORATION CHESAPEAKE EXPLORATION CHESAPEAKE EXPLORATION CHESAPEAKE EXPLORATION CHESAPEAKE EXPLORATION CHESAPEAKE EXPLORATION CARL LINDSTROM THOMAS E & DIANNA F VARRA THOMAS RANCH, MARJORIEl THOMAS FAMILY TRUST 1alaaala LONESTAR LAND & ENERGY II, LLC DUANGCHAI WASHBURN CIRQUE RESOURCE& CIRQUE BRENNSEE CIRQUE RESOURCES, CIRQUE BRENNSEE UNITED ENERGY TRADING UNITED ENERGY TRADING IRONHORSE IRONHORSE IRONHORSE IRONHORSE OOGC AMERICA OOGC AMERICA 000C AMERICA 0000 AMERICA 00GC,MARATHON RUBICON,MARUBENI WELD MEI IMO =TEM MEOW MEOW" IRO NEI CIRQUE RESOURCES IMEMEMEMEMMINIMENWELD 000C AMERICA JAMESTOWN RESOURCES LLC JAMESTOWN RESOURCES LLC JAMESTOWN RESOURCES LLC RUBICON OIL AND GAS II, LLC OOGC,MARATHON RUBICON,MARUBENI JAMESTOWN RESOURCES LLC OOGC,MARATHON RUBICON,MARUBENI CHESAPEAKE EXPLORATION CHESAPEAKE EXPLORATION CHESAPEAKE EXPLORATION RUBICON OIL AND GAS II, LLC CHESAPEAKE EXPLORATION CHESAPEAKE EXPLORATION NOBLE ENERGY NOBLE ENERGY NOBLE ENERGY IRONHORSE IRONHORSE IRONHORSE IRONHORSE WELD WELD WELD WELD WELD WELD WELD WELD CO MENEM CO 10212111113 UZI WEI MICE `© WELD WELD WELD WELD WELD Hello