HomeMy WebLinkAbout20144021.tiff ASSIGNMENT AND BILL OF SALE
THIS ASSIGNMENT AND BILL OF SALE ("Assignment"), effective as of March 1,
2014, at 7:00 a.m. local time ("Effective Time"), is from Richmark Energy Partners, LLC, a
Colorado limited liability company ("Assignor"), whose address is P.O. Box 328, Greeley,
Colorado 80632, to Extraction Oil & Gas, LLC, ("Assignee"), a Delaware limited liability
company, whose address is 1888 Sherman Street, Suite 200, Denver, Colorado 80203.
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,
conveys to Assignee an undivided ninety-three percent (93%) of Assignor's right, title and
interest in and to the following (collectively,the "Assets"):
A) all oil and gas leases covering the lands described in Schedule 1 (the "Lands") and
all other lands in Weld County which were owned of record by Mineral Resources,
Inc. at March 1, 2014 and subsequently assigned by Mineral Resources, Inc. to
Assignor (the "Leases"), including but not limited to those leases identified in
Schedule 2;
B) all wells located on or otherwise producing from lands covered by the Leases or
lands pooled therewith (the "Wells"), including but not limited to those identified in
Schedule 3, together with all fixtures, equipment (including pumping units,
separators, tanks, compressors, flowlines, gathering systems, and meters) and
personal property (including tubular goods, spare parts, supplies, tools, and
materials) owned or leased by Assignor and held for use in connection with the
operation of such wells or the handling, storage, transportation and marketing of
production therefrom;
C) all oil, gas, and other petroleum substances produced from lands covered by the
Leases or lands pooled therewith (including, for the avoidance of doubt, the
production to which consenting owners are entitled in respect of nonconsenting
owners' interests under a statutory pooling order, whether such order exists now or
is granted as to the land at a future date, until the cost amounts specified in such
order have been recovered and the nonconsenting owner elects or otherwise begins
receiving his share of production), whether (i) in storage tanks on the Effective
Time or(ii) produced on or after the applicable Effective Time.
Notwithstanding anything to the contrary contained herein and notwithstanding that the
effective date of this Assignment predates the recording dates of the assignments described
below, this Assignment is subject to the entire overriding royalty interest previously created by
Mineral Resources, Inc., under that certain Assignment of Overriding Royalty Interest dated
April 17, 2014 and recorded under Reception No. 4014108 and subsequently conveyed in the
Assignment of Overriding Royalty Interest recorded on May 9, 2014 under Reception No.
4015201. The above overriding royalty interest includes interests in production obtained from
the Leases and in the share of production attributable to nonconsenting owners mentioned in
paragraph C above, including those subject to existing orders and to future orders by the
Colorado Oil and Gas Conservation Commission covering the lands described in such
assignments.
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Steve Moreno, Clerk and Recorder Weld County, CO
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TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns,
forever, subject, however, to the following terms and conditions:
1. Special Warranty of Title. ASSIGNOR WARRANTS AND WILL FOREVER
DEFEND TITLE TO THE ASSETS UNTO ASSIGNEE, ITS SUCCESSORS AND ASSIGNS,
AGAINST ALL PERSONS CLAIMING BY, THROUGH, OR UNDER ASSIGNOR, BUT
NOT OTHERWISE.
2. Disclaimers. ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES ANY
WARRANTY AS TO THE CONDITION OF ANY PERSONAL PROPERTY, EQUIPMENT,
FIXTURES AND ITEMS OF MOVABLE PROPERTY COMPRISING ANY PART OF THE
ASSETS, INCLUDING (i) ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY OR CONDITION, (ii) ANY IMPLIED OR EXPRESS WARRANTY
OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED OR EXPRESS
WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY
RIGHTS OF ASSIGNEE UNDER APPLICABLE STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION, AND (v) ANY CLAIM BY ASSIGNEE FOR DAMAGES BECAUSE OF
DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING EXPRESSLY UNDERSTOOD
BY ASSIGNEE THAT SAID PERSONAL PROPERTY, FIXTURES, EQUIPMENT, AND
ITEMS ARE BEING CONVEYED TO ASSIGNEE "AS IS," "WHERE IS," WITH ALL
FAULTS,AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR.
3. Subrogation. To the extent permitted by law, Assignee shall be subrogated to
Assignor's rights in and to representations, warranties and covenants given with respect to the
Assets. Assignor hereby grants and transfers to Assignee, its successors and assigns, to the
extent so transferable and permitted by law, the benefit of and the right to enforce the covenants,
representations and warranties, if any, which Assignor is entitled to enforce with respect to the
Assets, but only to the extent not enforced by Assignor.
4. Entire Agreement; Purchase Agreement. This Assignment supersedes all other prior
written or oral agreements, except the Purchase and Sale Agreement between Assignor and
Assignee dated June 16, 2014 (as twice amended, the "Purchase Agreement"). If there is any
conflict between the terms of this Assignment and the terms of the Purchase Agreement, the
Purchase Agreement shall control in all respects and shall not merge into the terms of this
Assignment. There are no oral agreements between the Parties not set out in writing.
5. Exhibits. All exhibits attached hereto are hereby made part hereof and incorporated
herein by this reference. References in such exhibits to instruments on file in the public records
are notice of such instruments for all purposes. All recording references in such exhibits are to
the appropriate records of the counties in which the Assets are located.
6. Government Forms. Separate governmental form assignments of the Assets 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, warranties, rights, titles, power and privileges 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 interest in the Assets
conveyed herein.
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Steve Moreno, Clerk and Recorder, Weld County. CO
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7. Further Assurances. Each Party, at the request of the other Party and without
additional consideration, shall execute and deliver to the requesting Party all such further
assignments, deeds, agreements, contracts, instruments and other documents as the requesting
Party may reasonably request in order to perform, accomplish, perfect or record, if reasonably
necessary, the assignment and conveyance to Assignee of the Assets acquired by Assignee
hereunder as contemplated by this Assignment, to otherwise carry out the intention of this
Assignment.
8. Successors and Assigns. This Assignment binds and inures to the benefit of Assignor
and Assignee and their respective successors and assigns.
9. Counterparts. This Assignment may be executed in any number of counterparts, each
of which shall be deemed to be an original instrument, but all of which together shall constitute
but one instrument. If counterparts are executed, the signature pages from various counterparts
may be combined into one composite instrument for all purposes.
10.Assumption of Liabilities as to Effective Time. This Assignment shall be effective as
of March 1, 2014. Richmark Energy Partners, LLC, as Assignor, agrees to assume, to be
responsible for and to bear and pay the costs and liabilities applicable to or incurred with respect
to the Assets prior to the Effective Time, and Extraction Oil & Gas, LLC, as Assignee, agrees to
assume, be responsible for and to bear and pay its proportionate share of all costs and liabilities
applicable to or incurred with respect to the Assets after the Effective Time.
11. Richmark Continuing Interest. Richmark promises not to assign or otherwise transfer
its remaining interest in the Assets before September 1, 2015, unless the written consent of
Extraction is first obtained.
EXECUTED on the dates set forth in the acknowledgment of this instrument, to be
effective for all purposes as of the Effective Time.
RICHMARK ENERGY PARTNERS, LLC
By: Richmark Hold' gs, Inq. anager
By:
Arlo Richardson, Manager
EXTRACTION OIL LLC
B .
Ma wens, President
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Steve Moreno: Clerk and Recorder. Weld County; CO
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Acknowledgments
STATE OF COLORADO )
) ss.
COUNTY OF WELD )
The foregoing instrument was acknowledged before me this 21st day of August, 2014, by
Arlo Richardson, as President of Richmark Holdings, Inc., Manager of Richmark Energy
Partners, LLC, a Colorado limited liability company.
Witness my hand and official seal.
1 � Notary ublic
My commission expires:01021 f 120O
visa
ARY PUBUC
STATE OF COLORADO
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STATE OF COLORADO )
) ss.
COUNTY OF WELD
The foregoing instrument was acknowledged before me this 21st day of August, 2014, by
Matt Owens, as President of Extraction Oil & Gas, LLC, a Delaware limited liability company.
Witness my hand and official seal.
1 I Notary ublic
4�My commission expires: at, I 9(Apt
Aysony When recorded please return to:
NOTARY PUBLIC
STATEAOFomC COLORADO Extraction Oil & Gas, LLC
rrca+rswai ernes sari
m.mu Attn: Land Department
1888 Sherman Street,Suite 200
Denver,CO 80127
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Steve Moreno, Clerk and Recorder. Weld County, CO
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Steve Moreno, Clerk 1■I and Recorder, Weld County,'C1O,
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SCHEDULE I
LANDS
Township 4 North, Range 65 West
Section 5: ALL
Section 6: ALL
Township 4 North,Range 66 West
Section 1: ALL
Township 5 North,Range 65 West
Section 4: ALL
Section 5: ALL
Section 6: ALL
Section 7: ALL
Section 8: ALL
Section 9: ALL
Section 10: ALL
Section 14: ALL
Section 15: ALL
Section 16: ALL
Section 17: ALL
Section 18: ALL
Section 19: ALL
Section 20: ALL
Section 21: ALL
Section 22: ALL
Section 23: ALL
Section 28: ALL
Section 29: ALL
Section 30: ALL
Section 31: ALL
Section 32: ALL
Township 5 North, Range 66 West
ALL
Township 6 North, Range 65 West
Section 28: S/2
Section 29: S/2
Section 30: SE/4
Section 31: SE/4
Section 32: ALL
Section 33: ALL
Township 6 North,Range 66 West
Section 36: S/2
All other lands in Weld County,Colorado
SCHEDULE 2
LEASES
373 Ryan M Treadwell Mineral Resources Inc. 2/1/2013 5/6/2013 3929886 5N 65W 5
374 Saba Tsegay Mineral Resources Inc. 11/112009 12/21/2009 3666122 5N 65W 5
375 Saul C Lerma And Placida R Lerma Mineral Resources Inc. 10/23/2008 11/3/2008 3587693 5N 65W 5
376 Saul L Sanchez Mineral Resources Inc. 3/1/2012 4/11/2012 3838087 SN 65W 5
377 Saul L Sanchez And Carolina A Sanchez Mineral Resources Inc. 3/1/2012 4/11/2012 3838089 5N 65W 5
378 Servando Villanueva And Susie Mary Mineral Resources Inc. 3/1/2012 4/11/2012 3838096 5N 65W 5
Villanueva
379 Servondo Villanueva And Susie Mineral Resources Inc. 3/1/2012 4/11/2012 3838095 SN 65W 5
Villanueva
380 Shirley Jean Lawson Mineral Resources Inc. 8/27/2008 9/5/2008 3576723 SN 65W 5
381 Snoop Dog Properties,LLC Mineral Resources Inc. 12/4/2008 4/4/2011 3760324 5N 65W 5
382 Sunrise Community Health Center Mineral Resources Inc. 8/11/2011 8/16/2011 3786323 5N 65W 5
383 Sunrise Community Health Center Inc Mineral Resources Inc. 1/19/2009 5/14/2009 3622786 SN 65W 5
384 Sylvia P Martinez Mineral Resources Inc. 3/132012 3/15/2012 3832042 5N 65W 5
385 Trinidad Bean&Elevator Co Mineral Resources Inc. 12/16/2011 4/4/2013 3922072 SN 65W 5
386 Trinity Diversified Inc Mineral Resources Inc. 6/16/2010 6/29/2010 3702522 SN 65W 5
387 Ulmar Soto Mineral Resources Inc. 2/1/2013 5/6/2013 3929885 5N 65W 5
388 Ulmar Soto Roblero Mineral Resources Inc. 2/1/2013 5/30/2013 3935950 5N 65W 5
389 702 5th Street LLC Mineral Resources Inc. 11/132013 11/21/2013 3979572 SN 65W 5
390 702 5th Street LLC Mineral Resources Inc. 922/2013 10/14/2013 3970484 5N 65W 5
391 9th St On The Plaza R E Productions LLC Mineral Resources Inc. 2/14/2013 3/8/2013 3915569 5N 65W 5
392 A Mervyn Davies And Deana L Davies Mineral Resources Inc. 11/11/2010 11/17/2010 3733004 5N 65W 5
393 AAA Greeley Self Storage LLC Mineral Resources Inc. 4/10/2013 4/25/2013 3927256 5N 65W 5
394 Abetardo Vega Mineral Resources Inc. 2/142013 3/19/2013 3918137 5N 65W 5
395 Anderson Land Co LLC Mineral Resources Inc. 10/182010 372783B 5N 65W 5
396 An Weigle Mineral Resources Inc. 2/14/2013 5/30/2013 3935645 SN 65W 5
397 BBSH LLLP Mineral Resources Inc. 10/1/2010 10/1/2010 3722666 5N 65W 5
398 Castulo Venegas Mineral Resources Inc. 2/14/2013 3/19/2013 3918126 5N 65W 5
399 Castulo Venegas Mineral Resources Inc. 2/14/2013 3/19/2013 3918125 SN 65W 5
400 CSAI9 Rivenvalk Square LLC Mineral Resources Inc. 12/14/2010 12/16/2010 3739356 5N 65W 5
401 CSAI9 Riverwalk Square LLC Mineral Resources Inc. 12/14/2010 12/16/2010 3739358 5N 65W 5
402 CSA19 Rivenvalk Square,LLC(an Mineral Resources Inc. 12/14/2010 12/16/2010 3739357 SN 65W 5
Oklahoma LLC)
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Steve Moreno. Clerk end Recorder, Weld County, CO
III!iilr1 paiii 1/4NraIrlI.Yi?MINtcdC iv BM
SCHEDULE 2
LEASES
433 John Leroy Keyser And Sharon J Keyser Mineral Resources Inc. 10/25/2010 11/4/2010 3729953 5N 65W 5
434 John R Stouffer Mineral Resources Inc. 2/14/2013 4/25/2013 3927267 5N 65W 5
435 Johnson 725 LLC Mineral Resources Inc. 1/25/2011 2J9/2011 3749751 5N 65W 5
436 K&D Investments LLC Mineral Resources Inc. 1/11/2012 1/16/2012 3818033 5N 65W 5
437 Ketterling Bulhems&Norton Engineers Mineral Resources Inc. 2/1412013 4/15/2013 3924641 5N 65W 5
LLC
438 LBV LLC Mineral Resources Inc. 4/182013 6/10/2013 3938797 5N 65W 5
439 Limericks LLP Mineral Resources Inc. 2/14/2013 3/8/2013 3915533 5N 65W 5
440 Marilyn J Florio Trustee of the Marilyn!
Florio Trust Mineral Resources Inc. 10/19/2010 10/26/2010 3727853 5N 65W 5
441 Mark A Schreiber And Shari Jo Schreiber Mineral Resources Inc. 3/27/2013 4/4/2013 3922074 5N 65W 5
442 Mark Purdy And Miles Ray Minch Mineral Resources Inc. 11/16/2010 11/23/2010 3734166 5N 65W 5
443 Martin Produce Co Mineral Resources Inc. (0/29/2010 11/4/2010 3729974 5N 65W 5
4d4 Maureen K Kanner And Thomas R
Kanner Mineral Resources Inc. 11/18/2010 11/22/2010 3733742 5N 65W 5
445 Mongan Investments LLC Mineral Resources Inc. 2/14/2013 4/15/2013 3924643 5N 65W 5
446 Motycka&Lewis PC Jorgensen Mineral Resources Inc. 11/8/2010 1 I/10/2010 3731883 5N 65W 5
447 Newco Inc Mineral Resources Inc. 1/19/201I 1/25/2011 3746927 5N 65W 5
448 Newco Inc Mineral Resources Inc. 1/19/201I 1/252011 3746926 5N 65W 5
449 Newco Inc Mineral Resources Inc. 1/19/2011 1/25/2011 3746925 5N 65W 5
450 Newpoint LLC Mineral Resources Inc. 4/29/2013 5/6/2013 3929864 5N 65W 5
45I Ninth Street Properties LLC Mineral Resources Inc. 1/13/2011 1/20/2011 3745897 5N 65W 5
452 North Plan,LLC Mineral Resources Inc. 2/162012 2/22/2012 3826315 5N 65W 5
453 Notestine Mineral Holdings LLC Mineral Resources Inc. 11/15/2013 11/21/2013 3979576 5N 65W 5
454 Oanh Dao Kim Mineral Resources Inc. 244/2013 3/8/2013 3915570 5N 65W 5
455 Penny Priscilla Graham Mineral Resources Inc. 4/25/2011 4/28/2011 3765250 5N 65W 5
456 Phelps-Tointon Inc Mineral Resources Inc. 246/2012 2/22/2012 3826322 5N 65W 5
457 Ralph Chagolla And Lucy Chagolla Mineral Resources Inc. 244/2013 4/15/2013 3924633 5N 65W 5
458 Robert G Tointon Mineral Resources Inc. 2/15/2012 2/22/2012 3826319 5N 65W 5
459 Rodney R Hubbard And Donna Delores Mineral Resources Inc. 2/14/2013 3/4/2013 3914232 5N 65W 5
Hubbard
460 SDR Properties LLC Mineral Resources Inc. 2/1/2013 6/25/2013 3942812 5N 65W 5
461 St Patrick Presbyterian Church Mineral Resources Inc. 5/17/2013 5/30/2013 3935930 5N 65W 5
462 Stevens Automotive Inc Mineral Resources Inc. 2/14/2013 3/15/2013 3917459 5N 65W 5
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Steve Moreno Clerk and Recorder Weld County, CO
1111 Iiirarilit 1!WI.Ks i n KVA,aNILMAlk/LITIvi 11111
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