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Home My WebLink About20154080.tiff 0 BAYSWATER 111 . EXPLORATION & PRODUCTION, LLC RECEIVED November 4, 2015 NOV 0 6 2015 Weld County Clerk to the Board WELD CSCOMMI ,ON R NS Attn: Karla Ford PO Box 758 Greeley,CO 80632 RE: Lease Assignment Fee—Rec.3723159 of the Weld County Records Dear Ms. Ford, Please find enclosed check No.067734 in the amount of$50.00 covering the two(2)Assignments of Oil and Gas lease from Matrix Energy,LLC("Matrix")into Bayswater Exploration&Production,LLC ("Bayswater")at Rec.3902310 and from Bayswater into Bayswater Blenheim Holdings II,LLC ("Blenheim II")at Rec.3906474. The way the current ownership stands per that last assignment is Bayswater 20%,Blenheim II 80%. We appreciate your willingness to utilize the fee amounts from the dates of those assignments and have made note of the need to pay an assignment fee and the new fee amounts in our lease file for this lease. Thanks for working with us to get this all straightened out and let us know if you need anything else. Respectfully, Blake Leavitt DJ Basin Landman (720)881-4504—Office bleavitt@bayswater.us Encl: Lease Assignment Fee Check 2015-4080 730 SEVENTEENTH STREET,SUITE 610, DENVER,CO 80202.3529 £ /yhnynn n /'3 P:303.893.2503 F:303.893.2508 L€a1B U� 11►I dr-30 A2t1SWATER EXPLORATION N, LLC 67734 77317TH STREET, SUITE 610 PDEENVER,IO O CO 80202 • 303-893-2503 CHECK NO. 1511-AP-5 11/03/15 REQ-BL11031 50 .0O 0 . 00 50. 00 5 LEASE ASSIGNMENT FEE - 3723159-MATRIX TO BWEP TO BLENHEIM RECEIPT DATE l�-a8'/5 NO. 88479 -� o 2 m RECEIVED FROM &tt ,tid1 0 IUrG(: ai �PrS,zYftfl U a �� SillFO . I-O L m m l li. ,It 4 5'3 �� ,r P BY ORDER kW* 5043 WELD COUNTY CLERK TO THE BOARD 11/04/15 50 .00 BOLO-100 3902310 01/11/2013 12:14 PM • Total Pages:91 Rec Fee: $461.00 Steve Moreno -Clerk and Recorder,Weld County, CO ASSIGNMENT,BILL OF SALE AND CONVEYANCE This Assignment, Bill of Sale and Conveyance ("Assignment") is dated December 20, 2102,but effective as of October 1,2012,from Matrix Energy, LLC,a Colorado limited liability company ("Matrix"), Billiken Resources, LLC, a Colorado limited liability company ("Billiken"), Clayton Hartman, an individual ("Hartman"), HF Energy LLC, a Wyoming limited liability company ("HFE"), Paragon Investments Group, LLC, a Colorado limited liability company ("Paragon"), The L.J. Schwartz Trust dated January 3, 2000, Leorial J.Schwartz, Trustee ("Schwartz Trust"), Taku Resources LLC, a Colorado limited liability company("Taka"), RT Energy, LLC, a North Dakota limited liability company("RT Energy"), Viking Production, LLC, a Colorado limited liability company ("Viking"), Andele Energy, LLC, a Colorado limited liability company ("Andele"), Eclipse Energy, LLC, a Colorado limited liability company("Eclipse"),Arthur L. Angel, an individual("Angell"), and Joseph W. Blandford,an individual("Blandford)(collectively referred to herein as"Assignor") and Bayswater Exploration & Production, LLC, a Colorado limited liability company ("Assignee"). In consideration of the mutual promises contained herein, one hundred dollars($100.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby sells, assigns, transfers, grants, bargains, and conveys to Assignee all of Assignor's right,title,and interest in and to the following real property interests (collectively,the"Assets"): A. The oil, gas and/or mineral leases specifically described in Exhibit A (the "Leases"), and only to the extent described on Exhibit A, limited to the lands described on Exhibit A(the"Lands"),in the amounts of working interests and net revenue interests that result in the Wells and PUDs described on Exhibit B having the working interests and net revenue interest set forth on Exhibit B and the oil and gas and other hydrocarbons produced or processed in association therewith (whether or not such item is in liquid or gaseous form), or any combination thereof, and any minerals (whether in liquid or gaseous form) produced in association therewith("Hydrocarbons")in,on or under the Leases or Lands,including without limitation, the leasehold estates and interests, contractual leasehold and other similar leasehold rights in the Leases or Lands,together with the property and rights incident thereto,limited to the Lands,subject to those depth restrictions,if any,identified on Exhibit A; B. The oil and gas wells,water,injection and disposal wells, and the proven undeveloped spacing units on the Lands or on lands pooled,comrnunitized or unitized therewith I LE-097g 3902310 01/11/2013 12:14 PM Page 5 of 91 ASSIGNOR: Matrix Energy,LLC By: I JAT Name: Dan L.Schwark£' Title: Co-Manager ACKNOWLEDGEMENT STATE OF COLORADO ) CITY AND ) as. COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this 20th day of December,2012, by Dan L. Schwartz as Co-manager of Matrix Energy, LLC, a Colorado limited liability company,on behalf of said limited liability company. Witness my hand and official seal. My Commission Expires: DIANN F.LaGRANGE NOTARY PUBLIC ht STAS44,1„._... R ID 19914016185 COLORADO d€11.44.44.--LCE2015 Notary Public [seal] 5 3902310 01/11/2013 12:14 PM Page 18 of 91 ASSIGNEE: Bayswater Exploration&Production,LLC By: Name: Lynn S.Belcher Title: Director ACKNOWLEDGEMENT STATE OF COLORADO ) CITY AND ) as. COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this 20th day of December,2012, by Lynn S. Belcher as Director of Bayswater Exploration & Production, LLC, a Colorado limited liability corporation,on behalf of said corporation. Witness my hand and official seal. My Commission Expires: DIANN F.LeGkAN,. NOTARY PUBLK: STATE OF COLOR1,2': NOTARY ID 1991401s ON aPIRES ceT..:s• : _ 0` Notary Public [seal] 18 3902310 01/11/201312:14 PM Page 54 of 91 gi qi I gI i I . ffi 14 i ll i = is ; � i ovaIti' 1a II l` o I! ljfiN fs gi ti t mosbfl I I to, II! '! for Lillie • j ibb PO ii PIPiH' 111119111111111011 JJ ii1011 11 1! JtI!!d!Iii 1#iI i 3i. 7 ' I lilt • I 21 i lilt i 0 NADOA Model Form Division Order (Adopted 9/95) DIVISION ORDER '1.Ik BAYSWATER EXPLORATION&PRODUCTION, LLC Return To:Attn, Marla Reeves Date: December 2, 2015 Bayswater Exploration&Production, LLC 730 17th St., Ste.610 Denver, CO 80202 Property Name: See attached Exhibit"A" Operator: Bayswater Exploration&Production,LLC County and State: Weld, CO Property Description: See Attached Exhibit"A" Product: All OWNER NAME/ADDRESS PROPERTY# OWNER# INTEREST WELD COUNTY BOARD OF 40354,40355&40356 2227 See Attached Exhibit"A" COMMISSIONERS P.O.BOX 758 GREELEY,CO 80631 The undersigned certifies that ownership of their decimal interest in production or proceeds as described above payable by Bayswater Exploration&Production,LLC(Bayswater). Bayswater shall be notified in writing of any change in ownership, decimal interest, or payment address. All such changes shall be effective the first day of the month following receipt of such notice. Bayswater is authorized to withhold payment pending resolution of a title dispute or adverse claim asserted regarding the interest in production claimed herein by the undersigned. The undersigned agrees to indemnify and reimburse Bayswater any amount attributable to an interest to which the undersigned is not entitled. Bayswater may accrue proceeds until the total amount equals$100.00, or pay proceeds with a balance of$10.00 or more annually in September of each year,whichever occurs first,or as required by applicable state statute. This Division Order does not amend any lease or operating agreement between the undersigned and the lessee or operator or any other contracts for the purchase of oil or gas. In addition to the terms and conditions of this Division Order, the undersigned and Bayswater may have certain statutory rights under the laws of the state in which the property is located. Special Clauses: OWNER(S)/Agent Owner(s)Signature(s) Owner(s)Social Security or Tax ID Number(s): TIN(s)or SSN(s) Owner Daytime Telephone No. Address: Federal Law requires you to furnish your Social Security or Taxpayer Identification Number Failure to comply will result in 30%tax withholding and will not be refundable by Bayswater Exploration&Production,LLC i ! NADOA Model Form Division Order(Adopted 9/95) DIVISION ORDER EXHIBIT"A" This Exhibit"A" is attached to and made part of that certain Transfer Division Order dated December 2, 2015 to clarify the royalty interests of 2227 Weld County Board of Commissioners in Weld County, CO Bayswater Cost Center Name Interest Interest Cost Center Type 40354 MATRIX 23-29 RI 0.00457120 40355 MATRIX 24-29 RI 0.00457120 40356 MATRIX 24-29-17 RI 0.00228560 Calculations of interest are derived as follows: For the Matrix 23-29&Matrix 24-29 wells: 20% royalty x 1.82 acres/79.6289 Unit Acres= 0.00457120 NRI in the wells For the Matrix 24-29-17 well: 20% royalty x 1.82 acres/159.258 Unit Acres=0.00228560 NRI in the well 3906474 01/30/2013 10:56 AM Total Pages: 82 Rec Fee: $416.00 Steve Moreno-Clerk and Recorder,Weld County, CO ASSIGNMENT,BILL OF SALE AND CONVEYANCE This Assignment,Bill of Sale,and Conveyance("Assignment"),effective as of October 1, 2012, at 12:01 a.m., Mountain Time(the "Effective Time"), is by and between Bayswater Exploration&Production,LLC,a Colorado limited liability company,whose address is 730 17th Street,Suite 610,Denver,CO 80202,("Assignor"),and Bayswater Blenheim Holdings II,LLC, a Delaware limited liability company, whose address is 300 Connell Drive, Berkeley Heights, New Jersey 07922("Assignee"). Assignor and Assignee are known collectively as the"parties." For $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,Assignor hereby sells, assigns, transfers, grants, bargains and conveys to Assignee an undivided 80% of Assignor's right, title and interest in the following (collectively,the"Assets"): (a) The oil and gas leases specifically described in Exhibit A,including all leasehold estates,mineral rights,royalty interests,overriding royalty interests and similar interests associated therewith(the"Leases"),and the lands covered by the Leases or lands pooled or unitized therewith(the"Lands"),without depth limitations. (b) The oil,gas,casinghead gas,condensate and other gaseous and liquid hydrocarbons or any combination thereof,sulphur extracted from hydrocarbons and all other lease substances under the Leases("Hydrocarbons")that may be produced under the Leases. (c) The oil,gas,water or injection wells located on the Lands,whether producing,shut-in,or temporarily abandoned,including those described in Exhibit B1 and Exhibit B2(the"Wells"). (d) The unitization,pooling and communitization agreements,declarations, orders,and the units created thereby relating to the properties and interests described in 41 through and and to the production of Hydrocarbons,if any,attributable to said properties and • interests. (e) All equipment,machinery,fixtures and other tangible personal property and improvements located on and used or held for use solely in connection with the operation of the interests described inn)through(4),including tanks,boilers,buildings,fixtures,injection facilities,saltwater disposal facilities,compression facilities,pumping units,flow lines, pipelines,gathering systems,gas and oil treating facilities,separators,flare units,machinery, power lines,roads,and other appurtenances,improvements and facilities(the"Equipment"). (f) All pipes,casing,tubing,tubulars,fittings,and other spare parts,supplies, tools,and materials held as inventory in connection with the interests described in()through L)• (g) All surface leases,permits,rights-of-way,licenses,easements and other surface rights agreements used or held in connection with the production,gathering,treatment, processing,storing,sale or disposal of Hydrocarbons or produced water from the interests described in(g)through(p). wo2-7g 3906474 01/30/2013 10:56 AM Page 2 of 82 (h) All existing and effective sales and purchase contracts,operating agreements,exploration agreements,development agreements,seismic licenses that can be transferred without a fee or penalty,balancing agreements, farmout agreements,service agreements,transportation,processing,treatment and gathering agreements,equipment leases and other contracts,agreements and instruments,only insofar as they directly relate to the properties and interests described in through()and to the extent described on Exhibit C(the "Contracts")and provided that"Contracts"shall not include the instruments constituting the Leases. (i) To the extent transferable without payment of a fee or penalty, copies all files and records in Assignor's possession relating directly to the items described in fa)through lQ above(the"Records"), which Records shall include,without limitation: lease records,well records, division order records, contract records,well files, title records (including abstracts of title, title opinions and memoranda, and title curative documents), correspondence, maps, production records and accounting records. TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever subject to the following terms and conditions: A. SPECIAL WARRANTY OF TITLE. ASSIGNOR REPRESENTS THAT FROM AND AFTER THE DATE THAT ASSIGNOR ACQUIRED THE LEASES,ASSIGNOR HAS NOT ASSIGNED ANY INERESTS IN THE LEASES NOR ENCUMBERED THE LEASES. ASSIGNOR WARRANTS TITLE TO THE ASSETS AGAINST ALL PERSONS CLAIMING BY,THROUGH AND UNDER ASSIGNOR,BUT NOT OTHERWISE. B. Subrogation. To the extent permitted by law or contract, Assignee will 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,but only to the extent not enforced by Assignor. C. No Third-Party Beneficiaries. The references in this Assignment to liens, encumbrances, burdens, defects and other matters will not be deemed to ratify or create any rights in third parties or merge with, modify or limit the rights of Assignor or Assignee, as between themselves, as set forth in documents they have executed in connection with this Assignment. D. Separate Governmental Forms. Assignor and Assignee may execute separate governmental form assignments of the Assets on officially approved forms in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments will be deemed to contain all of the exceptions, reservations, warranties, rights, titles, power and privileges set forth in this Assignment as fully as though they were set forth in each assignment. The interests conveyed by each separate assignment are the same,'and not in addition to, the Assets conveyed by this Assignment. 3906474 01/30/2013 10:56 AM Page 3 of 82 E. Successors and Assigns. This Assignment binds and inures to the benefit of Assignor and Assignee and their respective successors and assigns. F. Entire Agreement. The foregoing sets forth the entire agreement between the parties and there are no oral agreements between the parties not set out in writing. G. Subject to Purchase and Sale Agreements. This Assignment is subject to the terms and provisions of that certain Purchase and Sale Agreement between Assignor and Matrix Energy, LLC, et al, dated November 30, 2012, as such may have been subsequently amended and that Purchase and Sale Agreement dated December 27,2012 between Assignor and Barry L. Snyder (`Purchase Agreements"). Assignee accepts the Assets subject to the Purchase Agreements and agrees to be bound by and assume its proportionate share of the obligations and liabilities under the Purchase Agreements. H. DISCLAIMERS. THE PARTIES HEREBY EXPRESSLY DISCLAIM,WAIVE AND RELEASE ANY EXPRESS WARRANTY OF MERCHANTABILITY,CONDITION OR SAFETY AND ANY EXPRESSED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; AND ASSIGNEE ACCEPTS THE WELLS, EQUIPMENT, FACILITIES, PERSONAL PROPERTY,FIXTURES AND STRUCTURES,"AS IS,WHERE IS,WITH ALL FAULTS,WITHOUT RECOURSE." ASSIGNEE EXPRESSLY WAIVES THE WARRANTY OF FITNESS IMPOSED BY ANY APPLICABLE STATE OR FEDERAL LAW. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT,TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE DISCLAIMERS CONTAINED IN THIS AGREEMENT ARE "CONSPICUOUS"FOR THE PURPOSES OF SUCH APPLICABLE LAW. I. Counterpart Execution. This Assignment may be executed in any number of counterparts. All counterparts together constitute only one Assignment,but each counterpart is considered an original. J. Amendment and Waiver. This Assignment may be altered, amended, or waived only by a written agreement executed by the parties hereto. No waiver of any provision of this Assignment will be construed as a continuing waiver of the provision. 1Remainder of page left intentionally blank Signature page follows.] 3906474 01/30/2013 10:56 AM • Page 4 of 82 IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the 10th day of January,2013,but this Assignment shall be effective as of the Effective Time. ASSIGNOR Bayswater Exploration&Production,LLC By: Lynn S.Belcher Title: Director ASSIGNEE Bayswater Blenheim Holdings II,LLC By: Guy J. Castranova Title: Managing Director [Remainder of page left intentionally blank. Acknowledgment page follows.] 3906474 01/30/2013 10:56 AM Page 5 of 82 Acknowledgements STATE OF COLORADO ) )ss COUNTY OF DENVER ) This instrument was acknowledged before me this 10th day of January,2013,by Lynn S. Belcher, as Director of Bayswater Exploration & Production, LLC, on behalf of the limited liability company. TOM BLYTH NOTARY PUBLIC ary STATE OF COLORADO My Commission My Commission Expires: /,,...2:4./...<:7•40- Expires July 28,2014 STATE OF NEW JERSEY ) )ss COUNTY OF UNION ) This instrument was acknowledged before me this�� day of January,2013,by Guy J. 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