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Home My WebLink About20144024.tiff ® D ASSIGNMENT AND BILL OF SALE THIS ASSIGNMENT AND BILL OF SALE ("Assignment"), effective as of September 1, 2014 at 7:00 a.m. local time ("Effective Time"), is from Mineral Resources, Inc., a Colorado limited liability company ("Assignor"), whose address is P.O. Box 328, Greeley, Colorado 80632, to Extraction Oil & Gas, LLC a Delaware limited liability company, whose address is 1888 Sherman Street, Suite 200, Denver, Colorado 80203, an undivided 93% of Assignor's right, title and interest in the Assets described below and to Richmark Energy Partners, LLC a Colorado limited liability company whose address is P.O. Box 328, Greeley, CO 80632, an undivided 7% of Assignor's right, title and interest in the Assets described below ( collectively referred to as"Assignees"). 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 Assignees in the proportions set forth above all of Assignor's right, title and interest in and to the following (collectively,the "Assets"): A) all oil and gas leases which (I) were issued in favor of Mineral Resources, Inc. (2) were recorded with the Weld County Clerk and Recorder between August 1, 2014 and March 1, 2015, and (3) cover those lands described in Schedule 1 attached hereto, including, but not limited, those leases identified in Schedule 2 attached hereto (the "Leases") ; B) all wells located on or otherwise producing from lands covered by the Leases or lands pooled therewith (the "Wells"), 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. This Assignment is conveyed on an 80%net revenue basis, and is subject to existing land owner royalty and overriding royalty interest burdens in the total amount of 20%. 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, 4098579 Pages: 1 of 260 04/14/2015 11:23 AM R Fee:$1306.00 Carly Moppets, Clerk and Recorder, Weld VIII 1�!1!'a14tL'I#b'L*N.I41f1J�lE+��1 County, I +�IEEI la 11111 RON' 4 L-604i3 o 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 Assignees 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. 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 4098579 Pages: 2 of 260 04/14/2015 11:23 RM R Fee:$1306.00 Carly Koppel, clerk and Recorder, Weld County, CO 1111 M�'1JR� I J:Wq * L:44UI f4ILNM '+Wh1y 1I IJI O C 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. EXECUTED on the dates set forth in the acknowledgment of this instrument, to be effective for all purposes as of the Effective Time. MINERAL R f..', IN By: Arlo Ric ardson, President 4098579 Pages: 3 of 260 04/14/2015 11:23 AM R Fee:$1306.00 Carly KoVes, Clerk and Recorder, Weld County, CO �111�4�11'i I'MN 50RMUM Lkvi Ell © O Acknowledgments STATE OF COLORADO ) ) ss. COUNTY OF WELD The foregoing instrument was acknowledged before me this 13 day of n t-ll , 2015, by Arlo Richardson, as President of Mineral Resources, Inc., a Colorado corporation. Witness my hand and official seal. I-) Notary Pubublic My commission expires: MARY J METZGER NOTARY PUBLIC STATE OF COLORADO NOTARY ID C 20104050775 MY COMMISSION EXPIP.ES NOVEMBER 17.20161 When recorded please return to: Mineral Resources, Inc. Attn: Jack Sattler P.O. Box 328 Greeley,CO 80632 4098579 Pages: 4 of 260 04/14/2015 1 Kop . Clerk and Recorder. Weld County.Carly CO VIIIKIEVIII kk,INBR L1YY1 iIIII SCHEDULE 1 LANDS Township 4 North.Ranee 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:ALI. Section 32:ALL Township 5 Nonh.Range 66 West ALL Township 6 North.Ranee 65 West Section 28:5/2 Section 29:S/2 Section 30:SFJ4 Section 31:SE/4 Section 32:ALL Section 33:ALL Township 6 North.Range 66 West Section 36:S/2 00984K Doe tcl Za9and e :$1300 of Weld.00untY CO �•�• r pj i:a 10i& 0 Recorder. romaw R4&Wlih�iin ® O • Thomas L Schultz Mineral 9/10/2014 4050759 Lot 7, Block 4, WEST LAKE PARK ' And Katrina A Resources 3RD FLING, also known as 3302 W Schultz Inc. 25 Street Greeley, Colorado Lawrence R Lantz Mineral 9/10/2014 4048149 PT NE4SE4 19 5 65 BEG AT A PT Jr And Shelley J Resources ON E LN NE4SE4 492' N OF SE Lantz Inc. COR THEREOF W222' North 50' East 222'South 50'TO BEG PT WEST ADD, also known as 3301 11 Avenue EVANS Jacquelyn J Crick 9/10/2014 4048147 Lot 2, Block 6, HEINZE GLENMERE And Alda Pauline CREST, also known as 2110 22 Fagnant STRD Greeley, Colorado Gregory L 9/10/2014 4050763 Lot 11, Block 4, 2ND ADD TO Johnson And ROLLING HILLS, also known as Susan L Johnson 1725 29 Avenue Greeley, Colorado Brent A Lahman Mineral 9/10/2014 4070614 Lot 30 COTTONWOOD VILLAGE And Maria K E Resources 2ND FILING, also known as 1902 27 Lohman Inc. Avenue Greeley, Colorado Judith M McClure 9/10/2014 4048148 W57.5FT Lot 7& East 12.5FT Lot 8 FOLLYWOOD, also known as 2111 20 STRD Greeley, Colorado David C Price 9/10/2014 4047126 Lot 17, Block 4, 1ST HILLSIDE, also known as 2504 21 Avenue Ct Greeley, Colorado Edward W Conklin Mineral 9/12/2014 4047130 GR 1WM2-4 Lot 4, Block 2, Resources WESTMOOR 1ST FILING, also Inc. known as 3815 W 7 Street Greeley, Colorado 80634 Shelley L Doll aka Mineral 9/12/2014 4049731 Lot 14 , Block 2, FRANKLIN SUB, Shelley L Evans Resources also known as 3209 W 5 STRD Inc. Greeley, Colorado Casey L Nickell Mineral 9/12/2014 4050775 GR 1WM3-6 Lot 6, Block 3, Resources WESTMOOR 1ST FILING, also Inc. known as 3727 W 6 Street Greeley, Colorado Alvin Fuss And Mineral 9/12/2014 4054972 Lot 20, Block 12 WESTMOOR Ruby Jane Fuss Resources ACRES 1ST FG, also known as 520 Inc. 46 Avenue Greeley, Colorado Weld County of Mineral 9/12/2014 4054037 North 50' Lot 9-10&W20' North 50' Colorado Resources Lot 11 , Block 77, also known as Inc. 1020 9 Avenue Greeley, Colorado JMP's Corporation Mineral 9/12/2014 4050772 Lot 3 &South 5' Lot 2 , Block 26 LLC Resources CLAYTON PARK, also known as Inc. 215 N 9 Avenue Greeley, Colorado 4098579 Pages: 14 of 260 04/14/2015 11:23 AM R Fee:31305.00 Carly Koppes, Clerk and Recorder, Weld County, CO VIII h41r1Fi P LLTMIW444IIIwI IAPI IKI IMA Bill Hello