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Home My WebLink About20151111.tiff 1625 Broadway 11:?.. noble Suite 2200 energy co 80202 Tel.303.228.4000 Fax:303 228.4285 www.nableenergyinc.com April 7, 2015 USPS CERTIFIED # 7014 0510 0001 5965 3335 RETURN RECEIPT REQUESTED Weld County Board of Commissioners 1150 O Street �4 Greeley, CO 80632 , 3 - t; C.1'' RE: Consent to Assign Oil & Gas Leases Weld County, Colorado ,,_1;= i To Whom It May Concern, Noble Energy, Inc. ("Noble") has executed an Asset Exchange Agreement whereby it has agreed to sell and assign one-hundred percent (100%) of its right, title and interest in and to those two certain (2) Oil and Gas Leases between WELD COUNTY, COLORADO, a political subdivision of the STATE OF COLORADO, acting by and through the BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF WELD, and Energy Minerals Corporation in attached Exhibit A ("Leases") to PDC Energy, Inc. ("PDC"), whose address is 1775 Sherman Street, Suite 3000, Denver, Colorado 80203. Pursuant to the Oil and Gas Leases, your consent is required in order to permit Noble to convey its interest. Noble respectfully requests your consent to sell and assign its interest in the Oil and Gas Leases attached. Please evidence your consent by executing in the space provided below. Please return the original fully executed letter to my attention in the enclosed pre-paid envelope. Should you have any questions, please do not hesitate to contact me at the number listed below. Thank you for your prompt attention to this matter. Sincerely, Drew Hetherington Staff Landman (303) 228-4311 Drew.Hetherington nblenergy.com Consent to Assign The undersigned hereby grants its consent to the above described assignment of Noble's interest in those certain Oil and Gas Leases attached on Exhibit A. Weld Co ntyeBoard of mmissioners SignG�� APR 2 0 2015 Print: Barbara Kirkmeyer Title: Chair, Board of County Commissioners Date: April 20, 2015 2015-1111 L-714-4-ec. Cst t Al rda� /fr � ��n.e r L E002_1 +A0 i� -2- April 7, 2015 EXHIBIT A-WELD COUNTY BOARD OF COMMISSIONERS LEASE REC LESSOR LESSEE TWN RNG SEC DESCRIPTION DATE COUNTY STATE NUMBER Township 5 North, Range 64 West 61h PM Section 22:A strip 60'wide along and South of the UPRR ROW transversing the W/2SE/4 containing 1.8 acres more or less WELD ENERGY and a strip of land 30'wide running along COUNTY MINERALS 5N 64W 22 the South side of the Wi2SE/4 containing 11/30/1992 WELD CO 2314116 COLORADO CORPORATION .9 acres more or less,located in Section 2Z Insofar and only insofar as described above Township 5 North.Range 64 West.6th PM Section 22:A strip 60'wide along and • South of the UPRR ROW transversing the WELD ENERGY E/2SE/4 containing 1.8 acres more or less COUNTY MINERALS 5N 64W 22 and a strip of land 30'wide running along 11/2/1992 WELD CO 2313197 COLORADO CORPORATION the South side of the E/25E//4 containing.9 acres more or less.located in Section 22. Insofar and only insofar as described above • Page 2 AR2313197 RESOLUTION RE: APPROVE REQUEST OF ENERGY MINERALS CORPORATION TO WAIVE BIDDING PROCEDURE CONCERNING OIL AND GAS LEASE AND ACCEPT OFFER TO LEASE MINERAL ACRES WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, Energy Minerals Corporation has requested that the bidding procedure be waived concerning an Oil and Gas Lease on the following described mineral acres: Part of the E:SE* of Section 22, Township 5 North, Range 64 West of the 6th P.M. , Weld County, Colorado WHEREAS, after review, the Board found that Energy Minerals Corporation did show good cause for waiving the bidding procedure on said Oil and Gas Lease, and WHEREAS, Energy Minerals Corporation is offering to lease the above described mineral acres, containing 2.70 mineral acres, more or less, and WHEREAS, the Board finds that the lease offer from Energy Minerals Corporation in the amount of TWO HUNDRED AND NO/100 DOLLARS ($200.00), is acceptable, with the further terms and conditions being as stated in said Oil and Gas Lease, a copy being attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the request of Energy Minerals Corporation, 519 Seventeenth Street, Suite 1010, Denver, Colorado 80202-4111, to waive the bidding procedure on an Oil and Gas Lease concerning the above described mineral acres, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the offer of Energy Minerals Corporation, as hereinabove stated, be, and hereby is, accepted. E 1361 REC 02313197 12/03/92 16:24 $0 .00 1/011 F 0935 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO 921052 i.,Zolva— I WAIVE BID PROCEDURE - ENERGY MINERALS CORPORATION PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 2nd day of November, A.D. , 1992. 4^4112,45 BOARD OF COUNTY COMMISSIONERS ATTEST: k /If; , e ,' WELD CO .'TY, COLORADO Weld.County Clerk\to. the Board -yy. Se'''.Geor e KetCnedy, Chairman Deputy CPe to the Board onstance L. Har ert, Pro-Tem ��/// APPROVED AS F rf FORM: ` ' C. '. Kir `/ County Attorney Gord c tubi x,147 W. H. Webster B 1361 REC 02313197 12/03/92 16 :24 $0.00 2/011 921052 F 0936 MARY ANN FEDERSTEIN CLERK & RECORDER WELD CO, CO WELD COUNTY OIL AND GAS LEASE Containing 2.70 acres, more or less: Containing 2.70 net mineral acres, more or less: TICS LEASE AGREE';EN'i, dated this 2nd day of November , 19 92 , made and entered into by and between WELD COUNTY, COLORADO, a political subdivision of the STATE OF COLORADO, acting by and through the BOARD OF COUNTY COM`CSSIONERS OF TEE COUNTY OF WELD, for its respective interests, c/o BOARD OF COUNTY COlYCSSIONERS, FELD COUNTY CENTENNIAL CENTER, 915 10TH STREET, GREELEY, CO 80631, hereinafter called Lessor, and: Energy Minerals Corporation 518 Seventeenth Street, Suite 1010 Denver, Colorado 80202-4111 hereinafter called Lessee: WITNESSETH WHEREAS, said Lessee has applied to Lessor for an oil and gas lease covering the land herein described, and has paid a filing fee in the amount of $10.00, plus a bonus consideration of $ 200.00 X1n,exxr2wemm,s=ex fixed by Lessor as an additional consideration for the granting of this lease, and Lessee agrees to pay an annual rental of $ 2.70 , computed at the rate of $ 1.00 , per mineral acre or fraction thereof per year, and the following consideration: WHEREAS, all the requirements relative to said application have been duly complied with and said application has been approved and allowed by Lessor; THEREFORE, in consideration of the agreements herein, on the part of Lessee to be paid, kept and performed, Lessor does lease exclusively to Lessee for the sole and only purpose of drilling for, development of and production of oil and gas, or either of them, thereon and therefrom with the right to own all oil and gas so produced and saved therefrom and not reserved as royalty by Lessor under the terms of this lease, together with rights-of-way, easements and servitudes for pipelines, telephone and telegraph liras, tanks and fixtures for producing and caring for such product, and housing and boarding employees, and any and all rights and privileges necessary for the exploration and operation of said land for oil and gas, the following described land situated in the County of Weld, State of Colorado, and mere particularly described as follows: DESCRIPTION OF LAND SECTION TOWNSHIP RANGE see Exhibit "A" 22 SN 64W attached hereto TO HAVE AND TO HOLD said land, and all the rights and privileges granted hereunder to Lessee until the hour of twelve o'clock noon on the 2nd day of November , 19 95 as primary term, and so long thereafter as oil and gas, or either of them, is produced in paying quantities from said land or Lessee is diligently engaged In bona fide drilling or reworking operations on said land, subject to the terms and conditions herein. Drilling cr reworking operations shall be deemed to be diligently performed if there is no delay or cessation thereof for a greater period than sixty consecutive days unless at extension in writing is granted by Lessor; provided that such drilling or reworking operations are commenced during said primary term or any extension thereof or while this lease is in force by reason of production of oil and gas or either of them, or that such reworking is commenced within sixty days upon cessation of production for the purpose of re-establishing the same, and provided further that such production is commenced during such primary• ter or any extension thereof, or while this lease is in force by reason of such drilling or reworking operations or ether production. B 1361 REC 02313197 12/03/92 16:24 $0.00 3/011 F 0937 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO (Revised 5/9:) 1 921052 EXPLORATION - Lessor reserves the right to conduct exploration on the leased land provided such exploration does not interfere with rights granted herein. Ia consideration of the premises, the parties covenant and agree as follows: 1. RE\TAL - If this lease is extended for an additional term as provided for in the aX1tNSTON paragraph hereof, Lessee shall pay to Lessor the sum of One Dollar ($1.00) per acre for the land covered hereby as delayed rental for the term of the extension. Rentals set at the time of established production shall be paid during the remaining life of this lease, annually, in advance, on or before each anniversary date hereof. There shall be no refund of unused rental. 2. ROYALTY - Lessee shall account for any and all substances produced on the leased land and Lessee shall pay to Lessor as royalty, in addition to the rentals provided, but except for products used on the leased land, unavoidably lost or flared on the leased land, with approval of Lesser, :he following; A. On. oil, 12.5: of the oil produced and saved from the leased land. At the option of Lessor, and with sixty (60) days' notice to Lessee, Lessor may take its royalty oil in kind, in which event Lessee shall deliver such royalty oil to Lessor on the leased land, free of cost or deduction, into the pipelines or storage tanks designated by Lessor, but Lessee shall not in such case be required to provide free tankage for any such oil for a longer period than one month after the same is run into tanks. With sixty (60) days' notice to Lessee, Lessor ray cease taking oil royalty in kind. When paid in cash, the royalty shall be calculated upon the fair market value of the oil at the well which shall not be deemed to be less than the price actually paid to Lessee at the well by the purchaser thereof; and in no event shall the royalties be based upon a market value at the well less than the posted price it the field for such oil, or in the absence of a posted price in the field for such oil, upon a market value at the well less than the prevailing price received by other producers in the field for oil of like grade and gravity at the time such oil is run into pipelines or storage tanks. E. On gas, including casinghead gas or other gaseous substance, 12.5: of the fair market value at the well or of the price received by Lessee at the well, whichever is greater, of all gas produced and sold from the leased land or utilized off the land by Lessee. A copy of all contracts for sale of gas shall be furnished to Lessor. Where gas is sold under contract that has been approved by Lessor, the fair market value of such gas for determining the royalties payable hereunder shall be the price at which such gas is sold under such contract. No approval by Lessor of the terms of any such agreement stall operate to make Lessor a party thereto or obligate it thereunder in any way. At the optics of Lessor, and with sixty (60) days' notice to Lessee, Lessor may take its royalty in kind. With sixty (60) days' notice to Lessee, Lessor may cease taking gas royalty is kind. C. All tests of marketing the oil and/or gas produced shall be borne by Lessee and such costs shall not directly or indirectly reduce the royalty payments to Lessor. Except that marketing costs for Lessor's in-kind royalty shall be borne by Lessor. D. If Lessor owns a lesser interest in the oil and gas deposits of the above-described land than the entire and undivided fee simple estate, then the royalties and rentals herein provided shall be paid to Lessor only it the portion which its interest bears to the whole and undivided fee, but no refund of any bonus consideration shall be made by lessor hereunder. E 1361 REC 02313197 12/03/92 16:24 $0.00 4/011 F 0938 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO (Revised 5/91) 2 3. RECORDS - Lessee agrees to keep and to have in possession complete and accurate books and records showing the production and disposition of any and all substances produced on the leased land and to permit Lessor, at all reasonable hours, to examine the same, or to furnish copies of same to Lessor upon request along with purchaser's support documentation. Lessor will not be unreasonable with requests. All said books and records shall be retained by Lessee and made available in Colorado to Lessor for a period'of not less than five years. 4. MEASUREMENTS - All production shall be accurately measured using standards established by the American Gas Association (AGA) and/or the American Petroleum Institute (API) and all measuring devices shall be tamperproof as nearly as possible. Oil royalties due within the terns of this lease shall be calculated on actual and accurate measurements within API standards unless a different means of measurement, subject to Lessor's approval, is provided. 5. PAYMENTS AND REPORTS - All payments and reports due hereunder shall be made on Cr before the day such payments and reports are due. Nothing in this paragraph stall be construed to extend the expiration of the primary term hereof. Oil royalty payments and supporting documents shall be submitted prior to the last day of the month following each month's sale of production, and gas royalty payments and supporting documents shall be submitted prior to the last day of the second month following each month's sale of production. All payments stall be made by cash, check, certified check, or money order. Payment having restrictions, qualifications, or encumbrances of any kind whatsoever shall not be accepted by Lessor. A penalty for a late payment shall be charged as set forth in the PENALTIES paragraph herein. 6. PENALTIES - A penalty shall be imposed for, but not limited to late payments, improper payments, operational deficiencies, violation of any covenant of this lease, or false statements made to Lessor. Penalties shall be determined by Lessor unless otherwise provided for by law and may be is the form of, bat not limited to, +interest, fees, fines, and/or lease cancellation. A penalty schedule shall be prepared by Lessor and shall become effective immediately after public notice. Said schedule may be changed from time to time after public notice. 7. LAW - The terms and conditions of this lease shall be performed and exercised subject to all laws, rules, regulations, orders, local ordinances or resolutions applicable to and binding upon the administration of lands and minerals owned by the County of Weld, and to laws, rules and regulations governing oi. and gas operations in Colorado. Violations shall result in penalties as provided for by law or as set forth in the aforementioned schedule or shall, at the option of Lessor, result in default as provided hereinafter. S. SURRENDER - Lessee may at any time, by paying to Lessor all amounts then due as provided herein, surrender this lease insofar as the same covers all or any portion of the land herein Leased and be relieved from further obligations or liability hereunder with respect to the land so surrendered; provided that no partial surrender or cancellation of this lease shall be for less than contiguous tracts of approximately forty ;L0) acres or Governmental let corresponding to a quarter-quarter section; provided further that this surrender clause and the option herein reserved to Lessee shall cease and become absolutely inoperative immediately and concurrently with the institution of any suit in any court of law by Lessee, Lessor or any assignee of either to enforce this lease, or any of its terms expressed or implied. In no case stall any surrender be effective until Lessee shall have made full provision for conservation of the leased products and protection of the surface rights of the Leased Land. B 1361 R.EC 02313197 12/03/92 16:24 $0 .00 5/011 F 0939 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO (Revised 5/91) 3 9. ASSIGNMENTS - A. Lessee, with prior written consent of Lessor, shall have the right to assign the entire leasehold interest of said Lessee in all or par of the land covered hereby, but not less, however, than contiguous tracts of approximately forty (40) acres or Governmental lot corresponding to a quarter- quarter section for any partial assignment, and for approval of such assignment Lessor shall make an assignment charge in an amount to be determined by Lessor. Prior to written approval by Lessor of assignment of this lease, Lessee (assignor) shall not be relieved cf its obligations under the terms and conditions herein. An assignment &ball not extend the term of this lease. B. If any assignment of a portion of the land covered hereby shall be approved, a new lease shall be issued to the assignee covering the assigned land, containing the same terms and conditions as this lease, and Limited as to term as this lease is limited, and tie assignor shall be released and discharged from all further obligations and liabilities as to that portion so assigned. C. Lessee shall notify Lessor of all assignments of undivided percentage or other interests. Said interests will not be recognized or approved by Lesser, and the effect of any such assignments will be strictly and only,between the parties thereto, and outside the terms of this lease: and no dispute between parties to any such assignment shall operate to relieve Lessee from performance of any terms or conditions hereof or to postpone the time therefor. Lessor shall at all times be entitled to look solely to Lessee or his assignee shown on its books as being the sole owner hereof, and for the sending of all notices required by this lease and for the performance of all terms and conditions hereof. D. Although not binding on Lessor, all instruments of every kind and nature whatsoever affecting this Lease should be filed with the Lessor. 10. OVERRIDING ROYALTY - Any and all reservations or assignments or overriding royalties shall be subject to approval by Lessor. The total cf said overriding royalties shall not exceed five percent (5R), including any overriding royalty previously provided for unless production exceeds a monthly average of fifteen (15) barreLs per day or ninety thousand cubic feet cf gas per day (90 MCy/D). It the event production drops to this amount cr less, any overriding royalties which exceed five percent (5'i) may be suspended. Lessor's approval of a reservation or assignment of an overriding royalty shall not bind Lessor for payment cf said overriding royalty and shall not relieve Lessee of any of its obligations for payment of royalties to Lessor as provided by ROYALTY paragraphs herein. 11. OF£5E RILLS - Lessee agrees to protect the leased land from drainage by offset wells located on adjoining lands not owned by Lessor, when such drainage is not compensated for by counter-drainage. It shall bo presumed that the production of oil and gas from offset wells results in drainage from the Leased land, unless Lessee demonstrates tc Lessor's satisfaction, by engineering, geological, or other data, that production from such offset well does not result in such drainage, or that the drilling of a well or wells on the leased laud would not accomplish the purposes of protecting the deposits under the leased land. Lessor's decision as to the existence of such drainage shall be final, and Lessee shall comply with Lessor's order thereon or surrender this lease as to any such undeveloped acreage as designated by Lessor. 12. DEVELOPMENT - Upon discovery o£ oil and gas or either of them on the leased land, Lessee shall proceed with reasonable diligence to develop said land at a rate and to an extent cenaensurate with the economic development of the field in which the '_eased land lies. B 1361 REC 02313197 12/03/92 16:24 $0 .00 6/011 F 0940 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO (Revised 5/91) 4 13. POOLING CLAUSE - Lessee may at any time or tines pool any part or all of said land or lease or any stratum or strata with other lands and leases, stratum or strata, in the same field so as to constitute a spacing unit to facilitate an orderly or uniform well-spacing pattern or to comply with any order, rule, or regulation of the State or federal regulatory or conservation agency having jurisdiction. Such pooling shall be accomplished or terminated by filing of record a declaration of pooling,'or declaration of termination of pooling, and by mailing or tendering a copy to Lesser, or to the depository bank. Drilling or reworking operations upon or production from any part of such spacing unit shall be considered for all purposes of this lease as operations or productions from this lease. Lessee shall allocate to this lease the proportionate share of production which the acreage in this lease included in any such spacing unit bears co the total acreage in said spacing unit. 14. UNITIZATION - COM•NNITIZATION - In the event Lessor permits the land herein leased to be included within a ccmmunitization or unitization agreement, the terms of this lease may be deemed to be modified to conform to such agreement. When only a portion of the land under this lease is con=itted by an agreement, Lessor may segregate the land and issue a separate lease for each portion not co©itted thereunder; the term of such separate lease shall be Limited as to the original term of this lease. The terms of the lease ea that portion remaining in the unit shall be deemed to be modified to conform to such agreement. Nonproducing leases shall terminate on the first anniversary date of the lease following the termination date of the unit or part thereof modifying the lease, but in no event prior to the end of the primary tern cf the lease or the extension term of the lease. 15. PRODUCTION - Lessee stall, subject to applicable laws, regulations and orders, operate and produce all wells upon the leased land so long as the same are capable of producing in paying quantities, and shall operate the same so as to produce at a rate commensurate with the rate of production of wells on adjoining lamas within the same field and within the limits of good engineering practice, except for such times as there exist neither market nor storage therefor, and except for such limitations on or suspensions of production as ray be approved in writing by Lessor. Lessee shall be responsible for adequate site security on all producing properties. 16. SHUT-IN WELLS - If Lessee shall complete a well on the leased lead productive of gas and Lessee is unable to produce such gas due to a lack of suitable market therefor, Lessor may grant Lessee suspension of his obligations to produce hereunder until a suitable market for such gas can be found, and during any such suspension period, it shall be deemed that gas is being produced hereunder in paying quantities. Except, however, that beginning on the anniversary dace next, of the year of en extension of the lease by reason of a shut-in well, Lessee shall pay to Lessor a shut-im royalty equal to $2.00 pet acre of the lease par atone in addition to the annual rental. The minimum amount of such shut-in royalty payment shall be $240. Each year's shut-it royalty shall be forfeited to Lessor except for the shut-it royalty paid for the year during which the well begins production. The maximum extension of the lease, due to the existence of a shut-in. well, shall be five years beyond the extension term as described in the EXTENSION paragraph herein. The granting of any further extensions shall be at the sole option of Lessor. 17. OPERATIONS - No exploration, drilling or production operation, including permanent installations, shall be within 200 feet of any existing building or other improvement, including water well or reservoir, without the written permission of the owner of said improvements. Lessee shall keep a correct log of each well drilled hereunder, showing by name or description the formations passed through, the depth at which each formation vas reacted, the number of feet of each size casing set in each well, where set, and the total depth of each well drilled. Lessee, within thirty (30) days after the completion or abandonment of any well drilled hereunder, shall file in the office of Lessor a complete and correct log of such well, together with a copy of the electric log and the radioactivity log of the well when such logs, or either of them, are run; roe..:..,.d urn•, - R 1361 REC 02313197 12/03/92 16:24 $0.00 7/011 F 0941 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO and also a copy of all.drill stem test results, core records and analyses, record of perforations and initial production tests, if any. If any of the information required by this paragraph is contained in reports required to be filed with the Oil and Gas Conservation Commission of Colorado, the requirements of this paragraph for such information may be satisfied by such filing with said Coomission, except for copies of the reports as are required by the following paragraph, and provided that all such information is immediately available to Lessor. Amy proprietary information so submitted shall not be subject to public inspection under Colorado law. Lessee shall bury pipelines below plow depth. Lessee shall set and cement sufficient surface casing to protect the fresh water wells of the area. 18. NO TFICATfON - Lessee shall notify Lessor and the surface lessee or surface owner of the location of each drill site at least two weeks prior to commencing drilling operations thereon. Lessee shall notify Lessor before commencing to plug and abandon any well by copy of Lessee's request for approval or sundry notice of intent to plug and abandon. 19. BONDS - Lessee shall be liable for all damages to the surface of the land, livestock, growing crops, water wells, reservoirs, or improvements caused by Lessee's operations on said land. No operations shall be commenced on the land hereinabove described unless and until Lessee shall have filed a good and sufficient bond with Lessor, in an amount to be fixed by Lessor, to secure the payment for such damages as may be caused by Lessee's operations on said land and to assure compliance with all the terms and provisions of this lease, the Laws of the State of Colorado, and the rules and regulations thereto appertaining. A bond may be held in effect for the life of production of any well. 20. SETTLEMENT - Lessee shall not remove any machinery, equipment or fixtures placed cn said land, other than drilling equipment, nor draw the casing from any well unless and until all payments and obligations currently due Lessor under the terms of this lease shall have been paid or satisfied. Any machinery, equipment or fixtures left on this land for a period of more rhs' six (6) months after the expiration hereof, shall automatically become the property of Lessor. 21. OTHER DISCOVERY - Should Lessee discover any valuable products other than oil and gas, on or within the leased land, Lessee shall within seven (7) days report such discovery to Lessor, in which event Lessee and Lessor may negotiate a provision for production of such discovery. 22. WATER - This lease does not grant permission, express or implied, to Lessee for water exploration, drilling, or establishing water wells without the written permission of the surface owner. If Lessor is the surface owner, said permission shall not be unreasonably withheld. If Lessee desires to establish or adjudicate any water right for beneficial use on the leased land, any such adjudication or application shall be in the name of Lessor if Lessor is the surface owner. The same shall apply to any =tributary water rights established of the leased land which may be put to beneficial use off said land. 23. DEFAULT - Upon failure or default of Lessee to comply with any of the terms and provisions hereof including but not limited to the failure to comply with laws, rules and regulations governing Colorado oil and gas operations, Lessor is hereby authorized upon notice and hearing, as hereinafter provided, to cancel this lease as to all of the leased land so claimed or possessed by lessee hereunder. In the event of any such default or failure, Lessor shall, before making any such cancellation, send to Lessee by certified mail, to the post office address of said lessee as shown by the records of Lessor, a notice of intention to cancel for such failure or default, specifying the same, stating that if within thirty (30) days from the date of mailing said notice, Lessee sistl correct such failure or default, no cancellation will be made. If such (Revised `-' B 1361 REC 02313197 12/03/92 16:24 $0.00 8/011 F 0942 MARY ANN FEUERSTEIN CLERIC & RECORDER ItELD CO, CO failure or default is not corrected within thirty (30) days after the mailing of such notice, and if Lessee does not request a hearing on such notice within thirty (30) days, this Lease will terminate and be canceled by operation of this paragraph without further action by Lessor, er further notice to Lessee. 2a. EXTENSION - If Lessee fails to make discovery of oil and gas, or either of them, in paying quantities during the primary term hereof, or during drilling operations commenced during the primary term hereof, Lessee may make written application to Lessor for an extension of this lease. The granting of such extension shall be at the sole option of Lessor, according to the following conditiots: A. No lease term will be extended for more than six (6) months from the original expiration date. B. That the Lessee shall pay to the Lessor the sum of one-third of the original bonus, with a minimum bonus of Ten Dollars ($10.00) per acre. C. The Lessee must pay to the Lessor the sum of One Dollar ($1.00) per acre leased es delayed rental for the term of the extension. D. That the royalty will remain the same. 25. HOLD BARI/LESS - Lessee shall indemnify Lessor against all liability and loss, and against all claims and notions, including the defense of such claims or actions, based upon or arising out of damage or injury, including death, to persons or property caused by or sustained in connection with operations on this leased land or by conditions created thereby, or based upon any violation of any statute, ordinance, or regulation. 26. CONDEMNATION - If the leased Land shall be taken in any condemnation proceeding, this lease shall automatically terminate as of the date of taking. The award for such condemnation shall be paid to Lessor, except for any specific awards) paid to Lessee for severed oil and gas reserves, in which event of such specific award(s) shall be paid to Lessor in lieu of royalty lost by virtue of the condemnation. Improvements shall be removed by Lessee per terms in the SETTLEMENT paragraph herein. If only a portion of the leased land is taken by condemnation, Lessor may, at its option, terminate this lease or terminate only that portion of the lease so taken. 27. ERRORS - Every effort is made by Lessor to avoid errors it all procedures including but not limited to auction listings and lease preparation. Lessor shall not be liable for any inconvenience or loss caused by errors which may occur. Lessee shall notify Lessor immediately upon discovery of any errors or discrepancy whatsoever. 28. ARrRerOLOGY - Lessee shall not destroy, disturb, mar, collect, remove or alter any prehistoric or historic resources of any kind on Weld County lands as provided by law. These resources include, but are not limited co, all artifacts of stone, wood or metal, pictographs, structures, and bones. A discovery of anything of prehistoric cr historic nature shall be reported to Lessor or the State of Colorado Archaeologist immediately. 29. DEFINITIONS - A. "Gas" as used herein shall mean all gases (combustible and noncombustible), including but nor limited to all gaseous hydrocerbors, gaseous compounds, carbon dioxide, and helium. B. "Oil and gas" as used herein shall include all substances produced as by-products therewith, including But not limited to sulfur. (Revised 5/91) 7 E 1361 REC 02313197 12/03/92 16 :24 $0 .00 9/011 F 0943 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO C. "Paying quantities" as used herein shall mean and refer to quantities of oil and gas or of either of them sufficient to pay for the current cost of producing same. 30. BEIRS AND ASSIGNS - The benefits and obligations of this Lease shall inure to and be binding upon the heirs, Legal representatives, successors or assigns of Lessee; but no sublease or assignment hereof, or of any interest herein, shall be binding upon,lessor tutu the same has been approved by Lessor as explained in the ASSIGNMENTS' paragraph provided. 31. WARRANTY CT TITLE - Lessor does not warrant title to the leased premises, but it shall, upon.request, allow Lessee access to such abstracts and other title papers as it has in its files. There shall be no obligation on Lessor's part to purchase new or supplemental or other title papers nor to do any curative work in connection with title to the subject lands. All abstracts of title, whether new cr supplementary, obtained by Lessee and covering the subject lands shall become the property of and be delivered to Lessor after Lessee has completed its title examination and curative work, subject, however, to the right of Lessee to use such abstracts upon request at any time during the term of the lease. IN WITNESS WEEREOF, Lessor has hereunto signed and caused its name to be signed by the HOARD OF count,: CO:N.ISSI0NEILS OF TUE COUNTY OE WELD, with the seal of the office affixed, and Lessee has signed this agreement, the day and year first above written. BOARD OF COUNTY C@A:ISSIONERS WELD COUNTY, COLORADO ATTEST: E 4/ r ,} �� 4974/447‘210.6k 7 '?� Uald County Clerk to the Board ��f/jp�,u .C 9 Deputy Clerk to e Board /10(//9,2- LESS: Energy %as C rpor tion By: La dman STATE OF COLORADO ) COUNTY CF,,7ELD'9�� '-. ) _Thee, fore$ayag 'instrument was ac,¢awledged before me this 3Q day cf O(1 ]Qr, , 19 7 by ;MLA = Fk)e�r ' Witness my.pand and Effhcial seal. My'commission F j.Tets Icy Ccm.T�ic.;an 6rirs January 1p,1995 _ B 1361 REC 02313197 12/03/92 15:24 $0.00 10/011 F 0944 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO (Revised 5/91) 8 EXHIBIT "A" A strip of land 60' wide along and south of UPRR ROW traversing the EbSE;, containing 1.8 acres, and a strip of land 30' wide running along the south side of the E₹SE&, containing .9 acres H 1361 REC 02313197 12/03/92 16:24 $0.00 11/011 F 0945 NARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO AR2314.0 RESOLUTION RE: APPROVE REQUEST OF ENERGY MINERALS CORPORATION TO WAIVE BIDDING PROCEDURE CONCERNING OIL AND GAS LEASE AND ACCEPT OFFER TO LEASE MINERAL ACRES WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, Energy Minerals Corporation has requested that the bidding procedure be waived concerning an Oil and Gas Lease on the following described mineral acres: A strip 60' wide along and South of UPRR ROW transversing the WiSEi containing 1.8 acres more or less and a strip of land 30' wide running along the South side of the WISEI containing .9 acres more or less, located in Section 22, Township 5 North, Range 64 West of the 6th P.M. , Weld County, Colorado WHEREAS, after review, the Board found that Energy Minerals Corporation did show good cause for waiving the bidding procedure on said Oil and Gas Lease, and WHEREAS, Energy Minerals Corporation is offering to lease the above described mineral acres, containing 2.7 mineral acres, more or less, and WHEREAS, the Board finds that the lease offer from Energy Minerals Corporation in the amount of TWO HUNDRED AND NO/100 DOLLARS ($200.00), is acceptable, with the further terms and conditions being as stated in said Oil and Gas Lease, a copy being attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the request of Energy Minerals Corporation, 518 Seventeenth. Street, Suite 1010, Denver, Colorado 80202-4111, to waive the bidding procedure on an Oil and Gas Lease concerning the above described mineral acres, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the offer of Energy Minerals Corporation, as hereinabove stated, be, and hereby is, accepted. B 1362 REC 02314116 12/10/92 14 :41 $0 .00 1/011 F 0785 MARY ANN FECERSTEIN CLERK & RECORDER WELD CO, CO 921130 Leo/ --- a Cc % gNc26--i WAIVE BID PROCEDURE - ENERGY MINERALS CORP PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 30th day of November, A.D., 1992. 1 A / F ,, g? BOARD OF COUNTY COMMISSIONERS ATTEST: ;�A�i WELD COUNTY, COLORADO Weld County Clerk to the Board EXCUSED Geor e Kennedy. Chairman f BY: - ))-7 , • Deputy _Clerk eq the Board Constance L. Har er , Pro-Tem APPROVED AS TO M: p C. W. Ki oy / C >r01 County Attorney Go . L cy W. H. Webster 921130 E 1362 REC 02314116 12/10/92 14:41 $0 .00 2/011 F 0786 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO • - WELD COUNTY OIL AND GAS LEASE Containing 2.710 acres, more or less: Conta.faitg 2.70 0 net mineral acres, more or leas: TES 7PAcW AGREEMENT, dated this 30th day of November , 19 92 , made and entered into by.and between WED COUNTY, COLORADO, a political subdivision of the STATE OF COLORADO, acting by and through the HOARD 0£ COUNTY COMISSIONERS OF THE COUNTY OF WELD, for its respective interests, c/o BOARD OF COUNTY CCEMISSIONERS, WELD COUNTY FINIAL CENTER, 915 10TH STREET, GREEII-F, CO 80631, hereinafter called Lessor, and: Energy Minerals Corporation 518 Seventeenth Street, Suite 1010 Denver; Colorado 80202-4111 hereinafter called Lessee: WITNE.SSETS WHEREAS, said Lessee has applied to Lessor for an oil and gas lease covering the land herein described, and has paid a f41+ng fee in the amount of $10.00, plus a bonus consideration of $ 200.00 per mineral acre, fixed by Lessor as an additional consideration for the granting of this lease, and Lessee agrees to pay an annual rental of $ 2270 , computed at the rate of $ 1.00 , per mineral acre or fraction thereof per year, and the following consideration: WHEREAS, all the requirements relative to said application have been duly complied with and said application has been approved and allowed by Lessor; THEREFORE, inconsideration of the agreements herein, on the par-of Lessee to be paid, kept and performed, Lessor does lease exclusively to Lessee for the sole and only purpose of drilling for, development of and production of oil sad gas, or either of than, thereon and therefrom with the right to men all oil and gas so produced and saved therefrom and not reserved as royalty by Lessor under the terms of this lease, together with rights-of-way, easements and servitudes for pipelines, telephone and telegraph lines, tanks and fixtures for producing and caring far such product,. and housing and boarding employees, and any and all rights and privileges necessary for the exploration and operation of said land for oil and gas, the following described land situated in the County of Veld, State of Colorado, and more particularly described as follows: DESCRIPTION OF LAID SECTION TOWNSHIP RANCE see Exhibit "A" 22 5N 6CW attached hereto TO HAVE AND TO SOLD said land, and all the rights and privileges granted hereunder to Lessee until the hour of twelve o'clock noon on the 30thday of NOvenber , 1995 as primary term, and so long thereafter as oil and gas, or either of them, is produced in paying quantities from said land or Lessee is diligently engaged in bore fide drilling or reworking operations on said land, subject to the terms and traditions herein. Drilling ac raveckirg operations shall be deemed to be diligently performed 1f there is no delay or cessation thereof for a greeter period than sixty consecutive days unless an extension is writing is granted by lessor; provided that such drilling or reworking operations are commenced during said primary term or any extension thereof or while this lease is in force by reason of production of oil and gas or either of them, or that such reworking is commenced within sixty dzys upon cessation of production for the purpose of re-establishing the same, and provided further that such eduction is commenced during such primary term or any extension thereof, or while this lease is in force by rimer:m£ such drilling or reworking operations or other production. B 1362 REC O2314116 12/10/92 14 :41 $0 .00 3/011 F 0787 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO (Revised 5(91) 1 • ESPLORAIION -Lessor reserves the right to conduct exploration on the leased land provided such exploration does not interfere with rights granted herein. In consideration of the premises, the parties covenant and agree as follows: 1. AERIAL -If this lease is extended for an additional term as provided for in the EXTENSION paragraph hereof, Lessee shall pay to Lessor the sum of One Dollar ($1.00) per acre for the land covered hereby as delayed rental for the term of the extension. Rentals set at the time of established production shall be paid during the remaining life of this lease, annually, in advance, on or before each anniversary date hereof. There shall be no refund of moused rental. 2. ROWS! - Lessee shall account for any and all substances produced on the leased land and Lessee shall pay to Lessor as royalty, in addition to the rentals provided, but except for products used on the leased land, unavoidably lost or flared on the leased land, with approval of Lessor. the following: A. On oil, 12.52 of the oil produced and saved from the leased land. At the option of Lessor, and with sixty (60) days' notice to Lessee, Lessor may take its royalty oil in kind, in which event Lessee shall deliver such royalty oil to Lessor on the leased land, free of cost or deduction, into the pipelines or storage tanks designated by Lessor, but Lessee shall not in such case be required to provide free tankage for any such oil for a longer period than one month after the same is run into ranks. With sixty (60) days' notice to Lessee, Lessor may cease taking oil royalty in kind. When paid in cash, the royalty shall be calculated upon the fair market value of the oil at the well which shall not be deemed to be less than the price actually paid to Lessee at the well by the purchaser thereof; and in no event Sall the royalties be based upon a market value at the well less - than the posted price in the field for such oil, or in the absence of a posted price in the field for such oil, upon a market value at the well less than the prevailing price received by other producers in the field for oil of like grade and gravity at the time such oil is run into pipelines or storage tanks. B. On gas, including caainghead gr or otter gaseous substance, 12.52 of the fair market value at the well or of the price received by Lessee at the well, whichever is greater, of all gas produced and sold from the leased land or utilized off the land by Lessee. A copy of all contracts for sale of gas shall;, be furnished to Lessor. Where gas in sold under contract that has been approved by Lessor, the fair . market value of such gas far determining the royalties payable hereunder shall be the price at which such gas is sold under such contract. No approval by Lessor of the-terms of any such agreement shall operate to make Lessor a party thereto Cr obligate it thereunder-in any way. At the option of Lessor, and with sixty (60) days' notice to Lessee. Lessor may take its royalty in kind. With sixty (60) days' notice to Lessee, Lesser may cease taking gas royalty in kind. C. All costs of marketing the oil and/or gas produced shall be borne by Lessee and such costs shall not directly or indirectly reduce the royalty payments to Lessor. Except that marketing costa for Lessor's in-kind royalty shall be borne by Lessor. D. If Lessor owns a lesser interest in the oil and gas deposits of the above-described land than the entire and undivided fee simple estate, then the royalties and rentals herein provided shall be paid to Lessor only in the portion which its interest bears to the whole and undivided fee, but no refund of any bonus consideration shall be made by Lessor hereunder. B 1362 REC 02314116 12/10/92 14:41 $0 .00 4/011 P 0788 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO (Revised 5191) 2 3. RECORDS - Lessee agrees to keep and to have in possession complete and accurate books and records showing the production and disposition of any and all substances produced on the leased land and to permit Lessor, at all reasonable hours, to examine the same, or to furnish copies of same to Lessor upon request along with purchaser's support documentation. Lessor will not be unreasonable with requests. All said books and records shall be retained by Lessee and made available in Colorado to Lessor for a period of not less than five years. 4. 1WASUREle71S - All production shall be accurately measured using standards established by the American Gas Association (AGA) and/or the American Petroleum Institute (API) and all measuring devices shall be tamperproof as nearly as possible. Oit royalties due within the terms of this lease shall be calculated on actual and accurate measurements within API standards unless a different means of measurement, subject to Lessor's approval, is provided. S. PAY-LENTS AND REPORTS - All payments and reports due hereunder shall 'ma made on or before the day such Payments and reports are due. Nothing in this paragraph shall be construed to extend the expiration of the primary term hereof. Oil royalty payments and supporting documents shall be submitted prior to the last day of the month following each month's sale of production, and gas royalty payments and supporting documents shall be submitted prior to the last day of the second month following each month's sale of production. All payments shall be made by cash, check, certified check, or money order. Payment having restrictions, qualification, or encumbrances of any kind whatsoever shall mot be accepted by Lessor. A penalty for a late payment shall be charged as set forth in the PENALTIES paragraph herein. 6. PENALTIES - A penalty shall be imposed for, but not limited to late payments, improper payments, operational deficiencies, violation of any covenant of this lease, or false statements made to Lessor. Penalties shall be determined by Lessor unless otherwise provided for by law and may be in the form of, but not limited to, interest, fees, fines, and/or lease cancellation. A penalty schedule shall be prepared by Lessor and shall become effective immediately after public notice. Said schedule may be changed from time to time after public notice. 7. LAW The terms and conditions of this lease shall be performed ard'exercised subject to all laws, rules, regulations, orders, local ordinances or resolutions applicable to and binding upon the administration of lands and minerals owned by the County of Weld, and to lawn, rules and regulations governing oil and gas operations in Colorado. Violation shall result in penalties as provided for by law or as set forth in the aforementioned schedule or shall, at the option of Lessor, result in default as provided hereinafter. S. SURRENDER - Lessee may at any time, by paying to Lessor all amounts then due as provided herein, surrender this lease insofar as the same covers all or any portion of the land herein leased and be relieved from further obligations or liability hereunder with respect to the land so surrendered; provided that no partial surrender or cancellation of this lease shall be for less than contiguous tracts of approximately forty (40) acres or Governmental lot corresponding to a quarter-quarter section; provided further that this surrender clause and the option herein reserved to Lessee shall cease and become absolutely inoperative immediately and concurrently with the institution of any suit in any court of law by Lessee, Lessor or any assignee of either to enforce this lease, or any of its terms expressed or implied. In no case shall any surrender be effective until Lessee shall have made full provision for conservation of the leased products and protection of the surface rights of the leased land. E 1362 AEC 02314116 12/10/92 14 :41 $0 . 00 5/011 F 0789 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO (Revised 5/91) 3 • 9. ASSIGNiL•rS - A. Lessee, with prior written consent of Lessor, shall have the right to assign the entire leasehold interest of said Lessee in all or part of the land covered hereby, but not less, however, than contiguous tracts of approximately forty (40) acres or Governmental lot corresponding to a quarter- :porter section for any pa--trial assignment, and for approval of such assignment Lessor shall make an assignment charge in an amount to be deter_ined by Lessor. Prior to written approval by Lessor of assignment of this lease, Lessee (assignor) shall not be relieved of its obligations under the terms and conditions herein. An assignment shall not extend the term of this lease. B. If any assignment of a portion of the land covered hereby shall be approved, anew lease shall be issued ' to the assignee covering the assigned land, containing the same terms and conditions as this lease, and limited as to term as this lease is limited, and the assignor shall be released and discharged from all further obligations and liabilities as to that portion so assigned. C. Lessee shall notify lessor of all assignments cf undivided percentage or other interests. Said interests will not be recognized or approved by Lessor, and the effect of any such assignments will be strictly ern only between the parties thereto, and outside the terms of this lease: and no dispute between parties to any such assigmant shall operate to relieve Lessee from perfor ance of any terms or conditions hereof or to postpone the time therefor. lessor shall at all times be entitled to look solely to Lessee or his assignee shown on its books as being the sole owner hereof, and for the sending of all notices required by this lease and for the performance of all teas and conditions hereof. D. Although not binding on Lessor, all instruments of every kind end nature whatsoever affecting this lease should be tiled with the Lessor. 10. OVERRIDING ROYALTY - Any and all reservations or assignments or overriding royalties shall be subject to approval by Lessor. The total of said overriding royalties shall not exceed five percent (5%), including any overriding royalty previously provided for unless production exceeds a monthly average of fifteen (15) barrels per day or ninety thousand cubic feet cf gas per day (90 Y.CF/D). In the event production drops to this amount or less, any overriding royalties which exceed five percent (5%) may be suspended. Lessor's approval of a reservation or assignment of an overriding royalty shall not bind lessor for payment of said overriding royalty and shall mot relieve Lessee of any of its obligations for payment of royalties to Lessor as provided by ROYALTY paragraphs herein. 11. OFFSET WELLS - Lessee agrees to protect the leased land from drainage by offset wells located on adjoining lands not owned by Lessor, when such drainage is not compensated for by counter-drainage. It shall be presumed that the production of oil and gas from offset. wells results in drainage from the leased Land, unless Lessee demonstrates to Lessor's satisfaction, by engineering, geological, or ether data, that production from such offset well does not result in such drainage, or that the drilling of a well or wells an the leased land would not accomplish the purposes of protecting the deposits under the leased land. Lessor's decision as to the existence of such drainage shall be final, and Lessee shall comply with lessor's order thereon or surrender this lease as to any such undeveloped acreage as designated by Lessor. 12. DEVELDPMENT - Upon discovery of oil and gas Cr either of them on the leased land, Lessee shall proceed with reasonable diligence to develop said Letd at a rate and to an extent commensurate with the economic development of the field in which the leased land lies. B 1362 RFC 02314116 12/10/92 14: 41 $0 . 00 6/011 F 0790 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO (Revised 5/91) 13. PIXIIING CLAUSE - Lessee may at any time or times pool may part or all of said land or lease or any stratum or strata with other lands and leases, stratum or strata, in the same field so as to constitute a spacing unit to facilitate an orderly or uniform well-spacing pattern or to comply with any order, rule, or regulation of the State or Federal regulatory or conservation agency having jurisdiction. Such pooling shall be accomplished or terminated by filing of record a declaration of pooling, or declaration of termination of pooling, and by mailing or tendering a copy to Lessor, Cr to the depository bark. Drilling or reworking operations upon or production from any part of such spacing unit stall be considered for all purposes of this lease as operations or productions from this lease. Lessee shall allocate to this lease the proportionate slate of production which the acreage in this lease included in any such spacing unit bears to the total acreage in said spacing unit. 14. UNITIZATION - CQIIRJNCTTTA1_ON - In the event Lasser permits the land herein leased to be included within a eoomunicfzation or unitization agreement, the terms of this lease may be deemed to be modified to conform to such agreement. When only a portion of the lead under this lease is committed by an agreement, lessor say segregate the land and issue a separate lease for each portion not committed thereunder; the term of such separate lease shall be limited as to the original term of this lease. The terms of the lease on that portion remaining in the unit shall be deemed to be modified to conform to such agreement. Nonproducing leases shall terminate on the first anniversary date of the lease following the termination date of the unit or part thereof modifying the lease, but it no event prior to the end of the primary term of the lease or the extension term of the lease. 15. PRODUCTION - Lessee shall, subject to applicable laws, regulations and orders, operate and produce all wells upon the leased land so long as the same are capable of producing in paying quantities, and shall operate the same so as to produce at a rate commensurate with the rate of production of wells on adjoining lards within the same field and within the limits of good engineering practice, except for such times as there exist neither market nor storage therefor, and except for such limitations on or suspensions of production as may be approved in writing by Lessor. Lessee shall be responsible for adequate site security on all producing properties. I6. SHUT-IN WELLS - If Lessee shall complete a well on the leased land productive of gas mad Lessee is unable to produce such gas due to a lack of suitable market therefor, Lessor may grant Lessee suspension of his obligations to produce hereunder until a suitable market for such gas can be found, and during any such suspension period, it shall be deemed that gas is being produced hereunder is paying quantities. Except, however, that beginning on the anniversary date next, of the year of an extension of the lease by reason of a shut-in well, Lessee shall pay to Lessor a chat-in royalty equal to $2.00 per acre of the lease per annum in addition to the annual rental. The m '4' ' amount o£ such shut-in royalty payment shall be $240. Each year's shut-in royalty shall be forfeited to Lessor except for the shut-in royalty paid for the year during which the well begins production. The maximum extension of the lease, due to the existence of a shut-in well, shall be five years beyond the extension term as described in the EXTENSION paragraph herein. The granting of any further extensions shall be at the sole option of Lessor. 17. OPERATIONS - No exploration, drilling cr production operation, including permanent installations, shall be within 200 feet of any existing building or other improvement, including water well or reservoir, without the written permission of the owner of said improvements. Lessee shall keep a correct log of each well drilled hereunder, showing by name or description the formations passed through, the depth at which each formation was reached, the number of feet of each size casing set in each well, where set, and the total depth of each well drilled. Lessee, within thirty (30) days after the completion or abandonment of any well drilled hereunder, shall file in the office of Lessor a complete and correct Log of such well, together with a copy of the electric log and the radioactivity log of the well when such logs, or either of them, are run; (Revised 5/91) 5 B 1362 REC 02314116 12/10/92 14:41 $0.00 7/011 F 0791 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO and also a copy of all drill stem test results, core records and-analyses, record of perforations and initial production teats, if any. If any of the information required by this paragraph is contained in reports required to be filed with the Oil and Gas Conservation Commission of Colorado, the requirements of this paragraph for such information may be satisfied by such filing with said Commission, except for copies of the reports as are required by the following paragraph, and provided that all such information is immediately available to Lessor. Any proprietary infomation so submitted shall not be subject to public inspection under Colorado law. Lessee &bell bury pipelines below plow depth. Lessee shall set and cement sufficient surface casing to protect the fresh water wells of the area. I8. NO'1TEICATION - Lessee shall notify Lessor and the surface lessee or surf ace owner of the location of each drill site at least two weeks prior to commencing drilling operations thereon. Lessee shall notify Lessor before commencing to plug and abandon any well by copy of Lessee's request for approval or sundry notice of intent to plug and abandon. 19. BONDS - Lessee shell be liable for all damages to the surface of the land, livestock, growing crops, water wells, reservoirs, or improvements caused by Lessee's operations on said land. No operations shall be commenced on the lard hereinabove described unless and until Lessee shall have filed a good and sufficient bond with Lessor, in an amount to be fixed by Lessor, to secure the payment for such damages as may be caused by lessee's operations en said land and to assure compliance with all the terms end provisions of this lease, the laws of the State of Colorado, and the rules and regulations thereto appertaining. A bond may be held in effect for the life of production of any well. 20. SE1'lt.EllNT - Lessee shall not remove any machinery, equipment or fixtures placed on said land, other than drilling equipment, nor draw the casing from any well unless and until all payments and obligations currently due Lessor under the teams of this lease shall have been paid or satisfied. Any machinery, equipment or fixtures left on this land for a period of more than six (6) months after the expiration hereof, shall automatically become the property of Lessor. 21. OMER DISCOVERY - Should Lessee discover any valuable products other than oil and gas, on or within the leased land, Lessee shall within seven (7) days report such discovery to Lessor, in which event Lessee and Lessor nay negotiate a provision for production of such discovery. 22. STATER - This lease does not grant permission, express or implied, to Lessee for water exploration, drilling, or establishing water wells without the written permission of the surface owner. If Lessor is the surface owner, said permission shall not be unreasonably withheld. If Lessee desires to establish or adjudicate any water right for beneficial use on the leased land, any such adjudication or application shall be in the name of Lessor if Lessor is the surface owner. The same shall apply to any contributory water rights established on the leased lard which may be put to beneficial use off said land. 23. DEFAULT - Upon failure or default of Lessee to comply with any of the terns and provisions hereof including but not limited to the failure to comply with laws, rules and regulations governing Colorado oil and gas operations, Lessor is hereby authorized upon notice and hearing, as hereinafter provided, to cancel this lease as to all of the leased land so claimed or possessed by 1 hereunder. In the event of any such default or failure, Lessor shall, before making any such cancellation, send to Lessee by certified mail, to the post office address of said lessee as shown by the records of Lessor, a notice of intention to cancel for such failure or default, specifying the same, stating that if within thirty (30) days from the date of mailing said notice, Lessee shall correct such failure or default, no cancellation will be made. If such (Revised 5/91) 6 B 1362 REC 02314116 12/10/92 14:41 $0.00 8/011 F 0792 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO failure or default is not corrected within thirty (30) days after the mailing of such notice, and if Lessee does not request a hearing on such notice within thirty (30) days, this lease will terminate end be canceled by operation of this paragraph without further action by Lessor, or further notice to Lessee. 24. ERIENSION - If Lessee fails to make discovery of oil and gas, or either of thee, in paying quantities during the primary term hereof, or during drilling operations nom enced during the primary tens hereof, Lessee may make written application to Lessor for en extension of this lease. The granting of such extension shall be at the sole option of Lessor, according to the following conditions: A. Po lease ten will be mended far more than six (6) months from the original expiration date. B. That the lessee shall pay to the Lessor the rum of one-third of the original bonus, with a minimum bonus of Tan Dollars ($10.00) per acre. C. The Lessee rust pay to the Lessor the sum of One Dollar ($1.00) per acre leased as delayed rental for the term of the extension. D. That the royalty will remain the same. 25. HOLD HARMLESS - Lessee shall indemnify Lessor against all liability and loss, and against all claims and actions, including the defense of such claims or actions, based upon or arising out of damage or injury, including death, to persons or property caused by or sustained in connection with operations on this leased land or by conditions created thereby, or based upon any violation of any statute, ordinance, or regulation. 26. CONDE'YNATION - If the leased land shall be taken in any condemnation proceeding, this lease shall automatically terminate as of the date of taking. The award for such condemnation shall be paid to Lessor, except for any specific award(s) paid to Lessee for severed oil and gas reserves, in which event of such specific award(s) shall be paid to Leaser im lieu of royalty lost by virtue of the condemnation. Improvements shall be removed by Lessee per terms in the SETTLE=paragraph herein. If only a portion of the leased land is taken by condemnation, Lessor may, at its option, terminate this lease or to aoinate only that portion of the lease so taken. 27. ERRORS - Every effort is made by Lessor to avoid errors in all procedures including but not limited tc auction listings and lease preparation. Lessor shall not be liable for any inconvenience or loss caused by errors which may occur. Lessee shall notify Lessor immediately upon discovery of any errors or discrepancy whatsoever. 28. ARCHAEOLOGY - Lessee shall not destroy, disturb, mar, collect, remove or alter any prehistoric or historic resources of my kind on Weld County lands as provided by law. These resources include, but are not limited to, all artifacts of stone, wood or metal, pictographs, structures, and bones. A discovery of anything of prehistoric or historic nature shall be reported to lessor or the State of Colorado Archaeologist immediately. 29. DETLEITIONS - A. "Gas" as used herein shall mean all gases (combustible and noncombustible), including but not limited to all gaseous hydrocarbons, gaseous compounds, carbon dioxide, and helium. B. "Oil and gas" as used herein shall include all substances produced as by-products therewith, including But not limited to sulfur. (Revised 5/91) 7 S 1362 REC 02314116 12/10/92 14:41 $0 . 00 9/011 F 0793 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO s C. "Paying quantities" as used herein shell mean sad refer to quantities of oil and gas or of either of them sufficient to pay for the current cost of producing same. 30. BEIRS ANO ASSIGNS -The benefits sod obligations of thin lease shall inure to and be binding upon the heirs, legal representatives, successors or assigns of Lessee; but no sublease or assignment hereof, or of any interest herein, shall be binding upon Lessor until the same has been approved by lessor as explained in the ASSIGNMENTS' paragraph provided. 31. WARRANTY 01 TITLE - Lessor does not warrant title co the leased premises, but it shall, upon request, allow Lessee access to such abstracts and other title papers as it has in its files. There shall be no obligation on Lessor's part to purchase new or supplemental or other title papers nor to do any curative work in connection with title to the subject lands. All abstracts of title, whether new or supplementary, obtained by Lessee and covering the subject lards shall become the property of and be delivered to Lessor after lessee has completed its title examination and curative work, subject, however, to the right of Lessee to use such abstracts upon request at any time during the term of the lease. IN WITNESS WE^nRE0F, lessor has hereunto signed and caused its name to be signed by the BOARD OF CCURTY C01tSSIONERS OF Ta COUNTY OF WELD, with the seal of the office affixed, and Lessee has signed this agreement, the day and year first above written. BOARD OF COUNTY COMMISSIONERS ;.•ELD COUNTY, CC ARADO ATTEST: � !�`i7 ' Wald/C'//w/fry.Cleik to alili Bcatd�" if2-79 .Qiy�/e�6}CV/4/tlil ' Deputy Clark to Board i ��" /� et l ) .(Yh '^7 /2%7/42.- LESSEE: STATE OF COLORADO ) ) as COMM 07 WELD )The foregoing instrument was acknowledged before me this ',r00 day of c-7Zj/<%.. ,4, , 19 572....) by DoA✓,4GZ)Ra-sck4-1 Witness by liens Lad;official seal. vl j Val Si siu5 E≥reFs Jar./�0, 295 8yCremissies Expires: J / 4 ,u_.:•/: J 1':: Nanny Public B 1362 REC 02314116 12/10/92 14:41 $0 .00 10/011 F 0794 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO (Revised 5/91) 8 EXHIBIT "A" A strip of land 60' wide along and south of UPRR ROW traversing the WISE*, containing 1.8 acres more or less and a strip of land 30' wide running along the South side of the WISEt containing .9 acres more or less E 1362 REC 02314116 12/10/92 14: 41 $0 .00 11/011 F 0795 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO rage r or i INVOICE NUMBER INVOICE DATE DESCRIPTION DISCOUNT NET AMOUNT 041415WELD 14-APR-15 ASSGNMNT FEE- (2)WELD CTY L 0.00 50.00 o RECEIPT DATE 5/3-15-- NO 8 8 1 3 0 o m m RECEIVED FROM /16b102 bpi. Lbw., f ., U °m m ADDRESS !t U ° o8 FOR cifis irrIEew PDC -. Y CO N U aa.. U NOWPAID � 2O5 q r iota / CASH (,E014a-1 4 Ltoiga-a 5%- 50 BY146 _ MONEY \I CEDER 0. 00 50.00 NOBLE ENERGY, INC. 04/21/15 2015981569 124102 P.O. BOX 909 110 W.BROADWAY $****50.00 DATE CHECK No. ACCT. No. ARDMORE,OKLAHOMA 73402 (800)220-5824 TOTAL PLEASE DETACH BEFORE DEPOSITING CHECK 4104201 05/04/2015 02:29 PM Total Pages: 16 Rec Fee: $86.00 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 July 1,2014 at 12:01 a.m. local time where the Assets(as defined below) are located (the"Effective Time"), is from Noble Energy, Inc., a Delaware corporation ("Assignor"), 1625 Broadway, Suite 2200, Denver, Colorado 80202, to PDC Energy, Inc., a Nevada corporation ("Assignee"), 1775 Sherman Street, Suite 3000, Denver, CO 80203. Assignor and Assignee 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 Assignor and Assignee, dated March 16, 2015 (the "Exchange Agreement"). ARTICLE 1 ASSIGNMENT OF ASSETS 1.01 Assignment of Assets. For and in consideration of good and valuable consideration, the receipt and full sufficiency of which are hereby acknowledged, Assignor does, subject to the exceptions and reservations set forth in this Assignment, hereby grant,bargain, sell, convey, transfer, assign, set over and deliver to Assignee the following (but reserving, excepting and excluding, in all such instances, the Excluded Assets described in Section 1.03 of this Assignment) (collectively, the"Assets"): (a) All of Assignor's right, title and interest in and to the leasehold estates created by the oil and gas leases described in Exhibit A hereto (such undivided percentage interest in such leases is herein called the"Fully Assigned Leases"),insofar and only insofar as the Fully Assigned Leases cover and relate to the lands described on Exhibit A , and an undivided 94.5% of Noble's right,title and interest in and to the leasehold estates created by the oil and gas leases described on Exhibit A-1 (such undivided percentage interest in such leases is herein called the "Partially Assigned Leases" and together with the Fully Assigned Leases, the "Leases"), insofar and only insofar as the Partially Assigned Leases cover and relate to the lands on Exhibit A-1; (b) To the extent transferable,Assignor's rights in,to and under all unitization,pooling and communitization agreements, declarations, orders, and the units created thereby insofar as the same relate to the Leases and to the production of Hydrocarbons, if any, attributable or allocated to the Leases, and all surface leases, permits, 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 Leases; (c) All of Assignor's right, title and interest in and to (i) the wells described in Exhibit B hereto (the "Producing Wells Associated with Fully Assigned Leases") and associated Page 1 of 16 {00345896.1} RECORDED ELECTRONICALLY 10'4 1O42-01 County We-D Date Sf4' Is Time Z:Zaiov>v wwwsimplifile.com 800.460.5657 ASSIGNMENT, BILL OF SALE AND CONVEYANCE This ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this "Assignment") dated effective as of July 1,2014 at 12:01 a.m, local time where the Assets(as defined below) are located (the "Effective Time"), is from Noble Energy, Inc., a Delaware corporation ("Assignor"), 1625 Broadway, Suite 2200, Denver, Colorado 80202, to PDC Energy, Inc., a Nevada corporation ("Assignee"), 1775 Sherman Street, Suite 3000, Denver, CO 80203. Assignor and Assignee 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 Assignor and Assignee, dated March 16, 2015 (the "Exchange Agreement"). ARTICLE 1 ASSIGNMENT OF ASSETS 1.01 Assignment of Assets. For and in consideration of good and valuable consideration, the receipt and full sufficiency of which are hereby acknowledged, Assignor does, subject to the exceptions and reservations set forth in this Assignment, hereby grant, bargain, sell, convey, transfer, assign, set over and deliver to Assignee the following (but reserving, excepting and excluding, in all such instances, the Excluded Assets described in Section 1.03 of this Assignment) (collectively, the "Assets"): (a) All of Assignor's right, title and interest in and to the leasehold estates created by the oil and gas leases described in Exhibit A hereto (such undivided percentage interest in such leases is herein called the"Fully Assigned Leases"),insofar and only insofar as the Fully Assigned Leases cover and relate to the lands described on Exhibit A , and an undivided 94.5% of Noble's right, title and interest in and to the leasehold estates created by the oil and gas leases described on Exhibit A-1 (such undivided percentage interest in such leases is herein called the "Partially Assigned Leases" and together with the Fully Assigned Leases, the "Leases"), insofar and only insofar as the Partially Assigned Leases cover and relate to the lands on Exhibit A-1; (b) To the extent transferable,Assignor's rights in,to and under all unitization,pooling and communitization agreements, declarations, orders, and the units created thereby insofar as the same relate to the Leases and to the production of Hydrocarbons, if any, attributable or allocated to the Leases, and all surface leases, permits, 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 Leases; (c) All of Assignor's right, title and interest in and to (i) the wells described in Exhibit B hereto (the "Producing Wells Associated with Fully Assigned Leases") and associated Page 1 of 16 {00345896.1) production facilities, tanks,personal property, equipment, fixtures and improvements, insofar and only insofar as the same are primarily used to produce, gather, treat, process, store or sell Hydrocarbons produced from the Producing Wells Associated with Fully Assigned Leases; (d) All of Assignor's right, title and interest in and to (i) the wells described in Exhibit BB=1 hereto (the "Producing Wells Associated with Partially Assigned Leases") and associated production facilities, tanks, personal property, equipment, fixtures and improvements, insofar and only insofar as the same are primarily used to produce, gather, treat, process, store or sell Hydrocarbons produced from the Producing Wells Associated with Partially Assigned Leases; (ii) the interests in the leasehold estates created by the Partially Assigned Leases not assigned under Section 1.01(a) to the extent such interests give rise to Assignor's interest in the Spacing Units for the Producing Wells Associated with Partially Assigned Leases,and the rights described in Section 1.01(b), insofar and only insofar as such interests and rights entitle the owner thereof to Hydrocarbons produced from the intervals open to production as of the Effective Time in the Producing Wells Associated with Partially Assigned Leases and to conduct and participate in operations with respect to the Producing Wells Associated with Partially Assigned Leases (the "Wellbore Rights"); provided, however, such Wellbore Rights shall not include any right to, and Assignee shall not,deepen,perforate any intervals not open to production as of the Effective Time, sidetrack, or drill any horizontal lateral from the existing wellbores of the Producing Wells Associated with Partially Assigned Leases; and (e) To the extent transferable and in Assignor's possession, all of Assignor's land records, lease records, contract files, title records (including abstracts of title, title opinions and memoranda, title curative documents, broker run sheets and landowner contact information) and other records relating to the items described in Sections 1.01(a) to 1.01(d) but excluding any seismic, geological, geophysical and interpretative data or information and any information covered by the attorney-client or attorney work-product privilege (other than title opinions and title memoranda) or confidentiality restrictions that prevent their disclosure to Assignee (the "Records"). TO HAVE AND TO HOLD the Assets, together with all the rights, privileges, and appurtenances thereto, unto the Assignee and its successors and assigns forever, subject to the exceptions, reservations, covenants, terms and conditions set forth herein. 1.02 Retained Rights and Obligations. The execution and delivery of this Assignment by Assignor, and the execution and acceptance of this Assignment by Assignee, shall not operate to release or impair any surviving rights or obligations of Assignor or Assignee under the Exchange Agreement. 1.03 Excluded Assets. Notwithstanding anything to the contrary in this Assignment, Assignor hereby RESERVES,EXCEPTS AND RETAINS the Excluded Assets, all of which are excluded from the Assets conveyed hereunder, and Assignee shall have no interest in, to or under any Excluded Assets. As used herein, the term "Excluded Assets" means: (a) all interests in the Leases described in Exhibits A and A-1 other than the specific interests described in Sections 1.01(a) and 1.01(d)(ii); Page 2of16 {00345896.1} (b) all royalty interests and overriding royalty interests (including any such interests in the leases described in Exhibits A and A-1, the wells described on Exhibits B and B-1 or the Wellbore Rights) held by Assignor as of February 1, 2015; and (c) all personal property of Assignor or any affiliates of Assignor that is not included within the definition of Assets, including all vehicles, personal computers and associated peripherals,licensed software, all radio (including SCADA equipment), cell phones and telephone equipment. ARTICLE 2 SPECIAL WARRANTY AND DISCLAIMERS 2.01 Special Warranty of Title. Assignor hereby warrants and agrees to defend Assignee against every person whomsoever lawfully claiming or to claim an interest in any Lease or Producing Well included in the Assets by,through or under Assignor,which claim,if successful, would constitute a Title Defect that causes Assignor not to have Defensible Title to such Lease or Producing Well. 2.02 Subrogation. Assignor hereby assigns to Assignee all rights, claims and causes of action under title warranties given or made by Assignor's predecessors in interest with respect to the Assets, and Assignee is specifically subrogated to all rights which Assignor may have against such predecessors in interest with respect to the Assets, to the extent that Assignor may legally transfer such rights and grant such subrogation. 2.03 Disclaimers. THE PARTIES AGREE THAT,TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE OPERATIVE, THE DISCLAIMERS OF WARRANTIES CONTAINED IN THIS SECTION 2.03 ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. THE EXPRESS REPRESENTATIONS AND WARRANTIES OF THE PARTIES CONTAINED IN THE EXCHANGE AGREEMENT, AND THE TITLE WARRANTY IN THIS ASSIGNMENT, ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. ASSIGNOR EXPRESSLY DISCLAIMS ANY AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITATION OF THE FOREGOING AND EXCEPT FOR ASSIGNOR'S WARRANTIES, THE ASSETS ARE BEING CONVEYED PURSUANT HERETO WITHOUT (A) ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO (I) TITLE TO THE ASSETS, THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO THE MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE, (II) THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO ASSIGNEE IN CONNECTION WITH THE EXCHANGE AGREEMENT, (III) PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF Page 3of16 {00345896.1} ANY) ATTRIBUTABLE TO THE ASSETS OR THE ABILITY OR POTENTIAL OF THE ASSETS TO PRODUCE HYDROCARBONS, (IV) THE ENVIRONMENTAL CONDITION OF THE ASSETS, BOTH SURFACE AND SUBSURFACE, (V) ANY IMPLIED OR EXPRESS WARRANTY OF NON-INFRINGEMENT, OR (VI) ANY OTHER MATTERS CONTAINED IN ANY MATERIALS FURNISHED OR MADE AVAILABLE TO ASSIGNEE BY ASSIGNOR, OR (B) ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER. ASSIGNEE HAS INSPECTED, OR WAIVED (AND SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT, THE ASSETS FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION,BOTH SURFACE AND SUBSURFACE,INCLUDING BUT NOT LIMITED TO CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS SUBSTANCES, SOLID WASTES, ASBESTOS AND OTHER MAN MADE FIBERS, OR NORM. ASSIGNEE IS RELYING SOLELY UPON THE TERMS OF THE EXCHANGE AGREEMENT AND ITS OWN INSPECTION OF THE ASSETS TO BE ASSIGNED TO IT,AND SHALL ACCEPT ALL OF THE SAME IN THEIR"AS IS,WHERE IS" CONDITION. ARTICLE 3 MISCELLANEOUS 3.01 Defined Terms. When used in this Assignment, the following terms have the respective meanings set forth in this Section 3.01: (a) "Hydrocarbons"means all oil, gas and other hydrocarbons. (b) "Spacing Unit"has the meaning defined by state-wide or field-wide, as applicable, rules or orders of the Colorado Oil and Gas Conservation Commission, limited to the depths covered thereby. 3.02 Assignment Subject to Exchange Agreement. This Assignment is executed and delivered pursuant to the terms of Exchange Agreement and is specifically made subject to the terms, conditions, and covenants contained therein, a copy of which can be obtained from the Assignee at the above referenced address. 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 Assignee, subject in each case to the terms of the Exchange Agreement, assumes and agrees to fulfill,perform pay and discharge(or cause to be fulfilled, performed paid or discharged) all of the Assumed Noble Liabilities. 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. 3.03 Governing Law. This Assignment shall be construed in accordance with, and governed by,the laws of the state of Colorado, without regard to its conflicts of laws rules. EACH Page 4of16 {00345896.I} OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS ASSIGNMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATED TO THIS ASSIGNMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS ASSIGNMENT. 3.04 Further Assurances. Assignor and Assignee agree that, from time to time, each of them will execute, acknowledge and deliver all such further instruments of conveyance and transfer and take such other actions as may be reasonably requested by the other Party for carrying out the purposes of the transactions contemplated by this Assignment. 3.05 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 and with each subsequent transfer or assignment of the Assets or any part thereof, and in the event that Assignee conveys all or a part of the Assets, Assignee shall remain liable to Assignor for Assignee's indemnification obligations hereunder and under the Exchange Agreement notwithstanding any such assignment. 3.06 Governmental Authority Forms of Assignment. Separate assignments of the Leases may be executed on officially approved forms by Assignor to Assignee in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all of the exceptions, reservations, rights, titles, powers and privileges, covenants and warranties 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 herein. 3.07 Exhibits. Reference is made to the Exhibits attached hereto and made a part hereof for all purposes. References in such Exhibits to instruments on file in the public records are made for all purposes. 3.08 Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original instrument,but all of which together shall constitute but one and the same instrument. To facilitate recordation or filing of this Assignment, each counterpart filed with a county or state agency or office may contain only those portions of the Exhibits to this Assignment that describe property under the jurisdiction of that agency or office. Complete copies of this Assignment containing the entire Exhibits have been retained by Assignor and Assignee. [Signature Pages Follow] Page 5of16 {00345896.I} IN WITNESS WHEREOF, this Assignment is executed as of the dates of the acknowledgments below but shall be effective for all purposes as of the Effective Time. ASSIGNOR: NOBLE ENERGY, INC. By: Ai/4 Name: Mark Patteson Title: Vice President, DJ Business Unit VV ACKNOWLEDGEMENT State of Colorado } } City and County of Denver } The foregoing instrument was acknowledged before me on thisph day of April, 2015, by 1tii"-P4.44-eip-rt, as VP 3 L& of Noble Energy, Inc., a Delaware corporation, on behalf of the corporation. DOLORES SPRESSER o4/4;"��/�'v :/ ��' NOTARY PUBLIC Notary Public STATE OF COLORADO NOTARY ID 0 20104017063 MY COMMISSION EXPIRES MAY 26.2018 Printed Name: 4 f vS i'es((7 Commission No. My commission expires: ASSIGNEE: PDC Energy, Inc. By: I1�/ Name: O.F. Baldwin, II Title: Vice President, Land ACKNOWLEDGEMENT State of Colorado } City and County of Denver } The foregoing instrument was acknowledged before me on this3c day of April, 2015, by 6.C Poa�>> �� as'p - Lc-,A._ of PDC Energy, Inc., a Nevada corporation, on behalf of the corporation. Notary Public Printed Name:--cm,o_:Ls Commission No. TRACIE OWENS-YATES NOTARY PUBLIC My commission expires: \ r\ZjtT STATE OF COLORADO NOTARY ID 20054039521 My Commission Expires Mar. 5,2018 N0 0 NW 0 c. 0 O o CC O Q n - N cc W M a a. 2 N 7 6 V Z Co t7 o - N W LL' W Q F O O Co ❑ O Z J • W W oo 3O N O O W Om 0 i a) f J❑ a V 00 m on)t v7 t° j� yE. 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