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Home My WebLink About20181136.tiffMarch 29, 2018 Board of County Commissioners Weld County, Colorado P.O. Box 758 Greeley, Colorado 80632 Attn: County Commissioners Re: Request for Consent to Assignment Weld County Oil and Gas Leases Dear County Commissioners: Please accept this letter and its attachments as a request for consent to assign the following Weld County Oil and Gas Leases (individually, a "Lease", and collectively, the "Leases"), as required by paragraph 9 of each Lease: RECEIVED APR 0 2 2018 WELD COUNTY COMMISSIONERS 1. Weld County Oil and Gas Lease dated July 12, 2017, recorded at Reception No. 4321008, covering approximately 80 acres located in Section 8, T. 8 N., R. 60 W.; 2. Weld County Oil and Gas Lease dated July 12, 2017, recorded at Reception No. 4321011, covering approximately 160 acres located in Section 20, T. 8 N., R. 60 W.; DPOC, LLC assigned to Bison Oil & Gas II, LLC all of its right, title and interest in and to the Leases pursuant to the Assignment, Conveyance and Bill of Sale attached as Exhibit A. Enclosed is a check for $200.00 to cover the assignment fee of $100.00 per Lease. Please execute this letter in the space provided below to indicate Weld County's written consent to assign the Leases, and return the executed original in the enclosed postage -paid envelope. Thank you for your service. Sincerely, DPOC, LLC The Board of County Commissioners o County Weld approves and consents to the assignment of Oil and Leased as defined above, on this day of 2018. By: Name: Steve Moreno APR 0 9 2018 Title: BOCC Chair C.o(Nstx).N. 4/9 2018-1136 LE.OOSl-4 4358705 12/08/2017 02:12 PM Total Pages: 8 Rec Fee: $48.00 Carly Koppes - Clerk and Recorder, Weld County, CO ASSIGNMENT, BILL OF SALE AND CONVEYANCE This Assignment, Bill of Sale and Conveyance ("Assignment"), effective as of December 1, 201.7, at 12:01 a.m. MDT ("Effective Time"), is by and between DPOC, LLC, a Delaware limited liability company with an address of 1821 Blake Street, Suite 2B, Denver, CO 80202 ("Assignor") and Bison Oil & Gas II, LLC, a Colorado limited liability company with an address of 518 17th Street, Suite 1800, Denver, Colorado 80202 ("Assignee"). Assignor and Assignee may be referred to individually as a "Party" or collectively as the "Parties." Capitalized terms used but not otherwise defined in this Assignment have the meaning given those terms under the letter agreement between the Parties, dated November 9, 2017 (as may be amended from time to time, the "Exchange Agreement"). IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby grants, assigns, transfers and conveys to Assignee, its successors and assigns, subject to the terms and conditions contained herein, all of Assignor's right, title and interest in and to the following property (collectively, the "Assets"): (A) The oil and gas leases, insofar and only insofar as they cover the lands specifically described in Exhibit A; and (B) All rights associated with the surface use agreements set forth on Exhibit B (the "SUAs") including all rights to all permits filed on the premises covered by the SUAs, as described on Exhibit C. (C) All lease files, land files, and contract files, including all abstracts, title opinions, and all other similar books, files and records, information, and data of Assignor, insofar as the same relate to the Assets or any of the above described interests TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns, forever, subject, however, to all the terms and conditions of the Exchange Agreement. 1. Special Warranty of Title. Subject to the terms of the Exchange Agreement (hereinafter defined), the Assignor warrants and shall forever defend title to the Assets unto Assignee and its successors and assigns against any person whomsoever lawfully claiming, or to claim the same, or any part thereof, from and after the Effective Time, by, through or under Assignor, but not otherwise. 2. Disclaimers. (a) ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE ASSETS CONVEYED PURSUANT TO THIS ASSIGNMENT, EXCEPT WITH RESPECT TO REPRESENTATIONS AND 4416700.3 4358705 12/08/2017 02:12 PM Page 2 of 8 WARRANTIES SPECIFICALLY MADE IN THE EXCHANGE AGREEMENT AND THE SPECIAL WARRANTY PROVIDED FOR IN THIS ASSIGNMENT. SUBJECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE IN THE EXCHANGE AGREEMENT AND THE SPECIAL WARRANTY PROVIDED FOR IN THIS ASSIGNMENT, ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS MADE NO REPRESENTATIONS, VERBAL OR OTHERWISE, OR WARRANTIES AS TO ASSIGNOR'S TITLE TO THE ASSETS, AND IN ENTERING INTO AND PERFORMING TImS ASSIGNMENT, ASSIGNEE HAS RELIED, AND WILL RELY, SOLELY UPON ASSIGNOR'S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THE EXCHANGE AGREEMENT AND IN THIS ASSIGNMENT, AND ASSIGNEE'S INDEPENDENT INVESTIGATION OF, AND JUDGMENT WITH RESPECT TO, THE ASSETS IT ACQUIRES HEREUNDER, THEIR VALUE AND ASSIGNOR'S TITLE THERETO. (b) EXCEPT AS EXPRESSLY SET FORTH IN THE EXCHANGE AGREEMENT, IN ADDITION TO THE FOREGOING, ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE AND DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY OR LIABILITY WITH RESPECT TO THE ENVIRONMENTAL CONDITION OF THE ASSETS BEING ACQUIRED BY ASSIGNEE HEREUNDER, WHE'T'HER SUCH ASSETS COMPLY WITH ALL LOCAL, STATE, AND FEDERAL RULES, LAWS AND REGULATIONS RELATING TO HEALTH, SAFETY AND THE ENVIRONMENT, OR WHETHER NORM MAY BE PRESENT ON SUCH ASSETS. 3. Miscellaneous. (a) Subrogation. To the extent permitted by law, Assignee shall be subrogated to Assignor's rights in and to representations, warranties, and covenants given with respect to the Assets. Assignor hereby grants and transfers to Assignee, 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 Assignor is entitled to enforce with respect to the Assets. (b) Entire Understanding; Exchange Agreement. This Assignment supersedes all other prior written or oral agreements, except the Exchange Agreement, which this Assignment is made subject to. If there is a conflict between the terms of this Assignment and the terms of the Exchange Agreement, the terms of the Exchange Agreement will control to the extent of the conflict. Assignor and Assignee intend that the terms of the Exchange Agreement not merge into the terms of this Assignment. There are no oral agreements between the Parties not set out in writing. (c) Exhibits. The exhibits and schedules attached to this Assignment are incorporated into and made a part of this Assignment for all purposes. 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. 4358705 12/08/2017 02:12 PM Page 3of8 (d) Further Assurances. Assignor and Assignee shall, without further consideration, execute, deliver and (if applicable) file or record all instruments, and take such actions (including without limitation, using commercially reasonable efforts to obtain all third party consents to assign applicable to the Assets) as may be reasonably required of Assignor or Assignee, to accomplish the conveyance and transfer of the Property and otherwise consummate the transactions contemplated by this Assignment (e) Governing Law. THIS ASSIGNMENT AND THE LEGAL RELATIONS AMONG THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS OTHERWISE APPLICABLE TO SUCH DETERMINATIONS AND WHICH MAY REFER ANY MAFIER ER HEREUNDER TO ANOTHER JURISDICTION (1) Counterpart Execution. This Assignment may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. (g) Severability. It is the intent of the Parties that the provisions contained in this Assignment shall be severable. Should the whole or any portion of a condition be held void or invalid, as a matter of law, such holding shall not affect other portions thereof which can be given effect without the invalid or void portion. (h) Binding Effect. This Assignment and all of its terms, provisions, covenants and obligations herein contained shall be binding upon and shall inure to the benefit of the Parties and to their respective legal representatives, successors and assigns. [signature pages follow] 3 4358705 12/08/2017 02:12 PM Page 4 of 8 IN WITNESS WHEREOF, this Assignment, Bill of Sale and Conveyance has been executed as of the date of the Parties' acknowledgements, but is effective as of the Effective Time. ASSIGNOR: DPOC, LLC By: STATE OF COLORADO ) )ss. COUNTY OF DENVER ) CEO The foregoing instrument was acknowledged before me this `6 day of December, 2017, by John Tonello, the CEO of DPOC, LLC, a Delaware limited liability company, on behalf of such company. Notary Public [SEAL] ABIGAIL WENN NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20164009688 MY COMMISSION EXPIRES MARCH 8, 2020 Signature Page to Assignment, Conveyance and Bill of Sale 4358705 12/08/2017 02:12 PM Page 5of8 STATE OF COLORADO )ss. COUNTY OF DENVER ASSIGNEE: BISON OIL & GA By: Jo i tin Aker CEO The foregoing instrument was acknowledged before me this fl day of D ecember, 2017, by John .Austin Akers, the Chief Executive Officer of Bison Oil & Gas II, LLC, a Colorado limited liability company, on behalf of such company. 10diAay.ekt_ [SEAL1 Notary Public DANA SHEEHAN NOTARY PUBLIC STATE OF COLORADO NOTARY ID # 20164008910 MY COMMISSION EXPIRES 03-03.2020 Signature Page to Assignment, Conveyance and Bill of Sale Exhibit "A°" Leases Attached and made a part of that certain Assignment, Conveyance and Bill of Sale by and between DPOC, LLC ("Assignor") and Bison Oil, Gas JI, LLC ("Assignee") 12/08/2017 02:12 PM co O C] CO N cocm co (1W t Lease Date Lessor Lessee Thu Rug Sec Legal Description Cross Acres Interest Conveyed County State Reception Number OR Rook/Page 6/19/2017 Trent Miller, a married man dealing in his sole and separate property DPOC, LLC ........_ 8N 60W 6 Lots 6 (40.91 ac) and 7 (40.82 ac); E/2 SW/4 161.73 100.00% Weld CO 4325759 6/19/2017 Ross Rumsey, a widower DPOC, LLC , .�~��^ 8N 60W 6 Lots 6 (40.91 ac) and 7 (40.82 ac); E/2 SW/4 161.73 100.00% Weld CO 4325760 6/19/2017 . Bryce Miller, a single man DPOC, LLC . 8N 60W 6 Lots 6 (40.91 ac) and 7 (40.82 ac); E/2 SW/4 161.73 100.00% Weld CO 4325761 6/30/2017 Clove Hitch, LIC DPOC, LLC EN 60W 6 S12; NW/4 485.51 100.00% Weld CO 4326490 6/30/2017 Piggyback Petroleum, LLC DPOC, LLC 8N 60W 6 512; NW/4 485.51 100.00% Weld CO 4326492 DPOC, LLC 8N SOW 8 E/2 NW/4 80.00 100.00% Weld CO 4321008 7/11/2017 The Weld Board of County Commissioners 9/7/2017 Robert J. Lewis and Patricia J. Lewis DPOC, LLC 8N 60W 17 NW/4 160.00 100.00% Weld CO 4339788 7/12/2017 The Weld Board of County Commissioners DPOC, LLC 8N 60W 20 NW/4 160.00 81.25% Weld CO 4321011 6/19/2017 Trent Miller, a married man dealing In his sole and separate property DPOC, LLC 8N 61W 1 Lot 1 (40.73 ac) and Lot 2 (40.36 ac); SE/4; S/2 NE/4 161.09 100.00% Weld CO 4325759 6/19/2017 Ross Rumsey, a widower DPOC, LLC 8N 61W 1 Lot 1 (40.73 ac) and Lot 2 (40.36 ac); SE/4; S/2 NE/4 161.09 100.00% Weld CO 4325760 6/19/2017 Bryce Miller, a single man DPOC, LLC 8N 61W 1 Lot 1 (40.73 ac) and Lot 2 (40,36 ac); SE/4; S/2 NE/4 161.09 100.00% Weld CO 4325761 9/25/2017 LHB Weld, LLC DPOC, LLC ^• 8N 61W 1 All 640.70 100.00% Weld CO 4339839 8/21/2017 Stone Hill Minerals Holdings, LLC DPOC, LLC 8N 61W 2 Lots 3 & 4; 5/2 NW/4 157.03 100,00% Weld CO 4333477 9/25/2017 LHB Weld, LLC DPOC, LLC 8N 61W 2 N/2; SE/4 475.20 100.00% Weld CO 4339839 9/25/2017 LHB Weld, LLC DPOC, LLC �«��^ 8N 61W 1 3 All 629.80 100.00% Weld CO 4339839 4358705 12/08/2017 02:12 PM Page 7 of 8 Exhibit B Attached to and made part of that certain Assignment, Bill of Sale and Conveyance between DPOC, LLC, as Assignor, and Bison Oil & Gas II, LLC, as Assignee, dated effective December 1, 2017. NONE 4358705 12/08/2017 02:12 PM Page 8of8 Exhibit C Attached to and made part of that certain Assignment, Bill of Sale and Conveyance between DPOC, LLC, as Assignor, and Bison Oil & Gas II, LLC, as Assignee, dated effective December 1, 2017. NONE RECEIPT DATE `a( 3,(201 RECEIVED FROM derPOt a�� NO. 89828 ADDRESS FOR _ CASH 0200 _ 00 MONEY ORDER'' V4P.00l331-1 i E.oc, —L N L .X139 BYA1° / Hello