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Home My WebLink About20153590.tiff Karla Ford From: Allyson Vistica <avistica@ExtractionOG.com> Sent Friday, February 19, 2016 1:54 PM To: Angie Nickel; Karla Ford Subject: RE:Assignment Noble Energy to 8 North Hi Karla— When Extraction Oil and Gas, LLC assigned its interest in several Oil and Gas Leases to 8 North, LLC we did not ask for consents to assign from Lessors as there was no change in control or ownership of the leases. Both Extraction Oil and Gas, LLC and 8 North are commonly held by Extraction Oil and Gas Holdings. This is essence wasa name change of the company holding the leases. Please let me know if you have any further questions. Thank you, EXTR CTION cw a ca• Allyson Vistica Land Manager Extraction Oil & Gas 370 l7`h St, Ste 5300 Denver, CO 80202 Direct: 720-382-5225 Cell: 214-676-9425 www.ExtractionOG.com b3 t ac's '3546 4118423 06/24/2015 09:04 AM Total Pages: 270 Rec Fee:$1,356.00 Carly Koppes-Clerk and Recorder,Weld County, CO ASSIGNMENT,BILL OF SALE AND CONVEYANCE THIS ASSIGNMENT, BILL OF SALE AND CONVEYANCE (the "Assignment"), effective as of 7:00 a.m.on June 1,2015(the"Effective Time"),is made by Extraction Oil& Gas,LLC,a Delaware limited liability company("Assignor"),whose address is 1888 Sherman Street,Suite 200,Denver,Colorado 80203,to 8 North,LLC,a Delaware limited liability company ("Assignee"), whose address is 1888 Shertnan Street, Suite 200, Denver, Colorado 80203. Assignor and Assignee are collectively referred to herein as the"Parties"and individually as a "Party". As a contribution to the capital of Assignee, Assignor hereby grants, sells, assigns, and conveys to Assignee the entirety of Assignor's right,title and interest,including all rights,estates, powers and privileges appurtenant thereto in and to the following described assets and interests (collectively,the"Assets"): (a) all oil and gas leases(or portion thereof)located within the area described in Exhibit C(the"Project Area"),including the leases listed on Exhibit A(to the extent located within the Project Area,the"Leases");the lands covered by the Leases and all corresponding interest in all of the property and rights incident thereto (the "Leased Lands");and all oil,gas and other substances covered by the Leases; (b) all existing and effective unitization, pooling, and communitization agreements,declarations,and orders covering any of the Leased Lands(the Leased Lands, together with all other lands pooled or unitized under such,agreements,declarations,and orders to the extent located within the Project Area,are referred to as the"Lands"); (c) all oil and gas wells,water wells,disposal wells,injection wells,abandoned wells and any other wells,together with any associated pipelines and gathering systems located in the Project Area,including the oil and gas wells listed on Exhibit B(to the extent located within the Project Area,the"Wells"); (d) all equipment,materials and other personal property located on the Lands or held for use in connection with operations on the Lands; (e) all easements located within the Project Area or that are used in connection with(i)operations on the Lands and(ii)the pipeline and gathering systems located in the Project Area; (0 all transferable Permits that have been granted or issued in connection with operations on the Lands; (g) to the extent transferable, all Hydrocarbon sales,purchase,gathering,and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout and farmin agreements, area of mutual interest agreements, contribution agreements, and other contracts and agreements in connection with operations on the Lands; (h) the interests in surface real property and leasehold estates in surface real property used or held for use in connection with operations on the Lands; (i) to the extent transferable without (i) payment of a transfer, licensing or similar fee,penalty or other consideration under third party agreements not advanced or reimbursed by Assignee or(ii)Assignor or Assignee obtaining any third party consent;a non-exclusive,non-transferable license to receive copies of all geoscientific data,although Assignee shall have the option(exercisable upon written notice to Assignor)to elect to pay any transfer, or fees, costs, and expenses associated with an assignment or transfer to Assignee of any such Data;and (j) to the extent transferable,all lease files,well files, and other records and information maintained by or in the possession of Assignor relating to the assets described in(a)through(i)above or operations applicable thereto. 4118423 06/24/2015 09:04 AM Page 2 of 270 Assignor and Assignee also agree to the additional following terms and conditions: 1. Assignor warrants its title to the Assets against the claims of all persons claiming by, through or under Assignor,but not undenvise. 2. Except as set forth in the preceding Paragraph 1,Assignor makes no warranty, express, implied or statutory,as to any of the rights,titles or interests hereby conveyed,and all such rights, titles or interests are sold to and accepted by Assignee"as-is"and"where-is"with all defects and faults. 3. To the extent permitted by Law,Assignee shall be subrogated to Assignor's rights in and to representations, warranties and covenants given by others with respect to the Assets, and Assignor hereby grant and transfer 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. 4. Nothing in this Assignment shall provide any benefit to any third party or entitle any third party to any claim,cause of action,remedy,or right of any kind. 5. Separate governmental forms of assignments of the Leases may be executed on officially approved forms by Assignor and Assignee,in sufficient counterparts to satisfy applicable statutory and regulatory requirements. The interests conveyed by such separate assignments are the same, and not in addition to,the interests conveyed by this Assignment and are not intended to modify, and shall not modify,any of the terms,covenants and conditions or limitations on warranties set forth in this Assignment and are not intended to create,and shall not create,any representations, warranties or additional covenants of or by Assignor to Assignee. 6. Assignor agrees to execute and deliver to Assignee, from time to time, such other and additional instruments,notices,and other documents,and to do all such other and further acts and things as may be necessary to more fully and effectively grant,assign and convey to Assignee the Assets. 7. The term "including" and its variants, when used in this Assignment, shall always be understood to mean"including without limitation". IN WITNESS WHEREOF,this Assignment,Bill of Sale and Conveyance is executed and delivered to be effective as of the Effective Time. ASSIGNOR: Extraction Gas, C By: Name:M Owens Title:President ASSIGNEE: 8 North,LLC By: dooZ Name: Owens Title: President 2 4118423 06/24/2015 09:04 AM Page 3 of 270 ACKNOWLEDGEMENTS STATE OF COLORADO ) ) ss. COUNTY OF DENVER The foregoing instrument was acknowledged before me this 77 day of June,2015,by Matt Owens,as President of Extraction Oil&Gas,LLC,a Delaware limited liability company. Witness my hand and official seal. My Commission Expires: OIQI2'* 1 2,01%% No Public Plp�A➢9J q 4'M a NOTOF OLBUC STATa M COLORADO NOTARY M1014401$468 NYCOPINS71004EXPRIIILIMI2.1915 STATE OF COLORADO ) ss. COUNTY OF DENVER The foregoing instrument was acknowledged before me this day of June,2015,by Matt Owens,as President of 8 North LLC,a Delaware limited liability company. Witness my hand and official seal. My Commission Expires: Q(QI 2.41 2.A5t s' ✓- Notary Public v &AW pi(gccQjno NOTARY ID 1014a25!A M'eo�svascrta mua.aew 3 ■ 2 2 8 ! T., § , 2 hi k / . „ .o hi k ® 0 -. aa2 ! . « ! § - ! § g ! ® 2 ; §.IZ; ! Tii2 2 ;3. k §§ ! F§} ) ' § kk2 Dam \,) JO. O g @§ _ § ' ■ r2. \ § k § 9 9 9 9 9 8 8 8 8 8 . 0 9 9 9 k 2 ■ » ■ § 8 • 8 m o } 7 } „ § B § § § § k } } » \ \m \m /m \m §; § § § m ■ ■ ■ # ) E E E il �© D© 8 g » ,z §' .2 &§ § 8 /§ §k (k \ 9 S .3 9 § ■ * o @rid m#es�mm «» Hello