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Home My WebLink About876295 ...... ~;i It; ~'~.~ ASSIGNMENT, BILL OF SALE AND CONVEYANCE,:,~,,,,~,:,~,:..., .., (WELLBORE ONLY) " .... '"~- ',,~:: THIS ASSIQ~ENT, BILL OF SALE A~ CO~EYANCE ('Assi~ment"), dated effectiw as of J~ne 1, 2001, at 7:00 a.m., local time ("Effective Date"), is from TOM BROWN~ INC., ~S5 17 Street, Suit~ 1850, Denver, Colorado, 80202, ("Assignor") to LABARGE MIN~LS, INC., P.O. Box 209, La Barge, Wyoming, 83123 ("Assl~ee). For $10.00 and other good and valuable consideration, the m~eipt and sufficiency of which are hereby ae~owledged by Assi~or, Assi~or does hereby transfer, ~ant, bargain, sdl, oonwy and assign to AssizeS, and Assi~ee hereby accepts and assumes the obligations with respect thereto, the following (eollegtively, the "Subject Properties"): A. All of Assignor's right, title and interest (including ov~mding royal~ interest, if any) in and to th~ oil and gas l~ases d~scribed on Exhibit "A" a~ach~d hereto ("Leases"), ~SOF~ A~ O~Y ~SOF~ as the Leases cover and relat~ to the wellbores only or the wells situated thereon and specifically described in Exhibit "A" ("W~lls") together with all the proper~ and rights appu~enant or incident thereto, insluding, without limitation, (a) the rights of Assi~or in oil, gas and associated substances and other minerals produced or producible eom or at~butable to th~ Wells, and (b) the oo~sponding rights of Assi~or in, to and under all operating a~eements, exploration a~eements, pooling or unitization agreements, favour a~eements, product purchase and ' sale eon~acts, pipeline and ~a~spo~atio~ a~eeme~ts, processing and treatment a~eements, leases, pe~its, rights-of-way, easements, licenses, options, orders, contacts and instruments relating to the Walls. ' B. All of Assi~or's right, title and interest in and to all of th~ personal prope~, fixtures, improvements and other prope~ associated with the Wells, app~tenant to, or used or obtained by Assignor exclUSively in connection with the Wells or with the production, injection, ~eatment, sale or disposal o~'hydrooarbons and all other substances produced therefrom or at~ibutable thereto, including, without limitation, well equipment, casing, ~bing, tanks, rods and tank batteries. TO HAVE A~ TO HOLD the Subject Prope~ies unto Assi~ee, and the successors and assi~s of Assi~, forever subject to and in a~cordan~ with all the provisions of this Assi~ment, including (without limitation) para~aphs 1' through 3 below; and Assi~or hereby binds itself and its successors a~d assigns, to wa~a~t a~d' forever defend, all a~d singular the S~bject Prope~i~s unto Assi~ee, a~d the successors and assi~s of Assi~ee, against eve~ person whomsoever lawfully claiming or to claim the sam~ o~ any paa thereof by, tkough or under Assi~or, but not othe~ise. This Assi~ent is made with full substi~tion and subrogation of Assi~ee, its sucees'sors and assi~s, i~ a~d to all covenants and wa~anties by others heretofore given or made in respect of the Subject Prope~ies conveyed and transfexed under this Assi~ment, whether recorded or unrecorded. THE PARTIES HE,TO AGUE THAT TO THE EXTENT ~QU~D TO BE OPERAT~E, THE DISCLA~ERS OF CERTA~ W~NT~S CONTA~ED IN THIS SECTION A~ "CONSPICUOUS" DISCLAIMERS FOR T~ PU~OSES OF EVERY APPLICABLE LAW, RULE OR ORDER. THIS ASSIGNMENT IS MADE AND ACCEPTED UPON THE UNDERSTANDING AND AGREEMENT THAT ALL PERSONAL PROPERTY, MACHINERY, FIXTURES, EQUIPMENT AND MATERIALS CONVEYED HEREBY ARE SOLD AND ASSIGNED AND ACCEPTED BY ASSIGNEE, IN THEIR '!WHERE IS" AND "AS IS" CONDITION WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, OF MARKETABILITY, QUALITY, CONDITION, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE OR USE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS ASSIGNMENT. ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ASSIGNEE (INCLUDING BUT NOT LIMITED TO, ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO ASSIGNEE BY ANY AFFILIATE, OFFICER, STOCKH~3LDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF ASSIGNOR OR ANY PETROLEUM ENGINEER OR ENGINEERING FIRM, ASSIGNOR'S CO'UNSEL OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE).. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS ASSIGNMENT, ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY AS TO (A) THE TITLE TO THE WELLS, THE LEASES OR OTHER SUBJECT PROPERTIES; (B) TIlE AMOUNTS OF HYDROCARBON RESERVES ATTRIBUTABLE TO THE WELLS OR THE LEASES (IF ANY); (C) ANY GEOLOGICAL OR OTHER INTERPRETATIONS OR ECONOMIC EVALUATIONS; OR (D) ANY ENVIRONMENTAL CONDITION ON, IN, OR UNDER THE WELLS, THE LEASES OR OTHER SUBJECT PROPERTIES. FOR THE BENEFIT OF ASSIGNOR, ASSIGNEE STIPULATES FOR ALL PURPOSES THAT TO THE FULL EXTENT PERMITTED BY LAW, ASSIGNEE WAIVES AND RELEASES TO ASSIGNOR, ANY CLAIM UNDER THE MERCHANT OR CONSUMER PROTECTION ACTS WHICH APPLY OR MIGHT APPLY TO THIS TRANSACTION. FURTHER, ASSIGNEE ASSUMES ALL LIABILITIES FOR, AND SHALL INDEMNIFy AND HOLD ASSIGNOR HARMLESS OF AND FROM ALL SURFACE AND SUBSURFACE RESTORATION AND RECLAMATION, INCLUDING ANY OPEN SURFACE PITS, UNDERGROUND PITS, STORAGE OR REFUSE AREAS, UNDERGROUND FUEL TANKS, ROADS, SALT WATER (BRINE) DISPOSAL WELLS. AND OTHER SIMILAR OBLIGATIONS. Assignee shall assume full responsibility for the Subject Properties and shall protect, defend, indemnify and hold Assignor, its officers, directors, employees and agents, harmless from and against any and all losses, claims, and demands caused by or ar/sing out of the ownership of or operations conducted on, the Subject Properties after the Effective Date. Subsequent to the Effective Date, Assignee agrebs to assume any and all obligations of Assignor to plug and abandon and/of pay for the plugging and abandoning of the Wells pursuant to the applicable rules, laws, and/or regulations of the state regulatory agency, and Assignee agrees to indemnify and hold Assigngr harmless from any obligation arising or resulting from the plugging and abandoning of the Wells. Assignee agrees to promptly file for and become successor Operator of the Wells in the records of the state regulatory agency having jurisdiction over the Wells. Assignor also hereby grants and transfers to Assignee, its successors and assigns, to the extent so transferable or permitted by law, the benefit of and the right to enforce the representations, warranties and covenants, if any, which Assignor is entitled to enforce with respect to the Subject Properties against Assignor's predecessors in title to the Subject Properties, but only to the extent not enforced by Assignor. This Assignment is binding on and shall inure to the benefit~of Assignor and Assignee and their respective successors and assigns. ATT~. T~.." ,.,, ". TOM BROWN, INC. By:_ taw Rodney ~ Mellott, VP-Land ASSIGNEE: ATTEST: LABARGE MINERALS, INC. STATE OF COLORADO ) CITY AND COUNTY OF DENVER ) O ~ -20 - · Before me, on this /v4~_ day f 01, personally appeared Rodney G. Mellott, Vice President- Land, for TOM BROWN, INC., known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated, and as the act and deed of such corporation. Given under my hand and seal of office as of the day and year above written. My commission expires: ~ ~ ~_'- __ I NOTARY PyBLIC COUNTy .) : _. Before me, on this ~'~t~ ¢0,,4~/ ' as ._~t~.~ ~_~_ .¢_¢_~.~.~_~ day of J~e, 2001, personally appeared - . . · __ of LABARGE MINERALS, INC., the p-erson whos~ ~am-~ i-~ subscribed to th'-~ foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expresse¢, in the capacity therein stated, and as the act and deed of such corporation. Given under my hand and seal of office as of the day and year above written. My commission expires: _~_7~% -~e~._~ Notary Public EXHIBIT "A" Attached to and made a part of that certain Assignment, Bill Of Sale and Conveyance by and between Tom Brown, [nc., Assignor; and LaBarge Minerals, Inc., Assignee, dated effective June ~, 2001. .WELLS Well Name: Federal #10-S (TBI #270221) Located: Township 27 North, Range 111 West Section 5:NW/4 County, State Suhlette County, Wyoming TBI Prospect WY-Sd4 (E. Bird Canyon) Well Name: Federal #10-9 (TBI #270223) Located: Township 27 North, Range 111 Wes~ Section 9:NW/4 County, State Sublette County, Wyoming TBI Prospect WY-544 (E. Bird Canyon) Well Name: Federal #40-15 (TBI #270612) Located: Township 26 North, Range 111 West Section 15:SE/4 County, State Sweetwater County, Wyoming TBI Prospect WY-510 (Stead Road) Well Name: Federal #30-12 (TBI #270438) Located: Township 26 North, Range 111 West Section 12:SW/4 County, State Sweetwater County, Wyoming TBI Prospect WY-511 (Slate Creek) Well Name: Blue Forest Federal #30-2 iTBI #270644) Located: Township 24 North, Range 110 West Section 2:SW/4 County, State Sweetwater County, Wyoming TBI Prospect WY-555 (Juniper) Well Name: Blue Forest Federal #30-31 (TBI #270641) Located: .... Township 25 North, Range 109 West Section 31: SW/4 County, State Sweetwater County, Wyoming TBI Prospect WY-549 (Conifer) Well Name: Lodgepole #10-1 (TBI #270327) Located: Township 24 North, Range 110 West Section 1:NW/4 County, State Sweetwater County, Wyoming TBI Prospect WY-555 (Juniper) Page 1 of 2 ,? 90 .. A~SSOCIATED LEASES ' Assignee is assigned Assignor's interest in the lands and leases described below INSOFAR AND ONLY INSOFAR AS the lands and leases relate to the WELLBORES ONLY of the wells described above with all other rights being reserved and retained by Assignor. Lessor: USA WYW-51347 (TBI #801458) Lease Date: August 1, 1975 Description: Township 27 North, Range 111 Wes~t Section 5:NW/4 Sublette County, Wyoming Lessor: USA WYW-42781 (TBI #801536) Lease Date: January 1, 1974 Description: Townsh_ip 27 North, Range 111 West Section 9:NW/4 Sublette County, Wyoming Lessor: USA WYW-136151 (TBI #805747) Lease Date: October 1, 1981 Description: Township 26 North, Range 111 Wes~t Section '15:SE/4 Sweetwater County, Wyoming Lessor: USA W~W-36421 (TBI #801344) Lease Date: October 1, 1972 Description: Township .26 North, Range 111 West Section 12:SW/4 Sweetwater County, Wyoming Lessor: USA WYW-33085 (TBI #801315) Lease Date: February 1, 1972 Descriptibn: ~4 North, Range '110 West Section 2:SW/4 , Sweetwater County, Wyoming Lessor: USA WYW-38879 (TBI #801477) Lease Date: April 1, 1973 Description: Township 25 North, Range 109 West Section 31: SW/4 Sweetwater County, Wyoming Lessor: USA WYW-0325685 (TBI #801511) Lease Date: August 1, 1975 D ' ~ escnpt~on: Township 27 North, Range 111 West Section 5:NW/4 Sublette County, Wyoming Page 2 of 2