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Home My WebLink About932181 STATE OF WYOMING RECEIVED 8/16/2007 at 10:54 AM RECEIVING # 932181 BOOK: 668 PAGE: 886 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY ollett Creek Unit 000886 COUNTY OF LINCOLN AGREEMENT, ASSIGNMENT AND BILL OF SALE RIM LLP, a Colorado limited liability partnership, DEE BENTLEY, INC., a Colorado corporation, BLACKBEAR OIL AND GAS, LLC, a Colorado limited liability company DAC INTERESTS LLC, a Colorado limited liability company and KENNETH J. KUNDRIK, a single man, whose addresses are 5 Inverness Drive, Englewood, Colorado 80112, (collectively "Assignor"), for the payment of Ten and nollOO Dollars ($10.00) and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged and subject to the terms and conditions hereof, hereby grants, bargains, transfers, assigns, and conveys unto B2 ENERGY, LLC, a Colorado limited liability company, whose address is P. O. Box 630825, Highlands Ranch, Colorado 80163 ("Assignee"), all of Assignor's right, title and interest in and to the following: (a) The oil and gas leasehold rights covering lands in Campbell County, Wyoming, held under the terms of the oil and gas leases (the "Leases ") described in Exhibit "A" attached hereto and made a part hereof by this reference, subject to any royalties, overriding royalties, production payments or other similar interests burdening the Leases which appear of record as of the Effective Date as defined herein; (b) The oil and gas wells (whether producing, non-producing, shut-in or abandoned) described in Exhibit "A" (the "Wells") and production therefrom, tanks, pumps, pipelines, water lines, roads, easements, rights-of-way, machinery, equipment, fixtures and personal property located on the Leases and used solely and exclusively in connection with the oil, gas or other hydrocarbons operations on the Wells; (c) The oil or condensate inventory above the pipeline connection in the tanks as of 7:00 a.m., local time, July 1,2007 (the "Effective Date" or "Effective Time"); and (d) All contracts and contractual rights, obligations and interests, including all of the presently existing and valid unitization and pooling agreements and the units created thereby (including all units formed by voluntary agreements and those formed under order, regulations, rules or other official acts of any federal, state or governmental agency having jurisdiction); oil, casinghead gas and gas sales, purchase, exchange, marketing, treating, transportation,. operating and processing contracts and agreements, joint operating agreements, farmin and farmout agreements, permits, rights-of-way, easements, licenses, and other contract directly relating to the Leases or Wells. Assignor and Assignee further agree to the following terms and conditions: 1. Assignor shall be entitled to all credits and proceeds of production from and accruing to the Leases and Wells, including but not limited to oil or condensate inventory above the pipeline connection prior to the Effective Date, and shall be responsible for all costs, expenses and disbursements attributable to the Leases and Wells prior to the Effective Date. 2. Assignee shall be entitled to all credits and proceeds of production from and accruing to the Leases and Wells on or after the Effective Date and shall be responsible for all costs, expenses and disbursements attributable to the Leases and Wells on or after the Effective Date. 3. ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY OF TITLE, WHETHER EXPRESS, IMPLŒD, OR STATUTORY, PROVIDED, HOWEVER, ASSIGNOR SHALL SPECIALL Y WARRANT AND AGREE TO DEFEND THE TITLE TO THE IN1ERESTS AS SET FORTH ON EXHIBIT "A" HERETO AGAINST THE LAWFUL CLAIMS AND DEMANDS OF ALL PERSONS OR ENTITŒS CLAIMING THE SAME BY, THROUGH OR UNDER ASSIGNOR, BUT NOT OTHERWISE. THIS AGREEMENT IS EXECUTED WITHOUT ANY EXPRESS, IMPLŒD, OR STATUTORY WARRANTY OR REPRESENTATION AS TO THE EQUIPMENT, WELLS AND PERSONAL PROPERTY (COLLECTIVELY THE "PROPERTY"). IT IS UNDERSTOOD AND AGREED THAT ASSIGNEE HAS INSPECTED THE PROPERTY AND LEASES FOR ALL PURPOSES INCLUDING, WITHOUT LIMITATION, FOR THE PURPOSE OF DETECTING THE PRESENCE OF NATURALLY OCCURRING RADIOACTIVE MATERIAL (NORM) AND HAS SATISFŒD ITSELF AS TO PHYSICAL AND ENVIRONMENTAL CONDITIONS BOTH SURFACE AND SUB-SURFACE, AND THAT ASSIGNEE ACCEPTS THE PROPERTY AND LEASES IN THEIR AS IS.WHERE IS CONDITION. WITH ALL FAULTS. AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR WITHOUT WARRANTY OF MERCHANTABILITY. CONDITION OF FITNESS FOR PARTICULAR PURPOSE. AND ANY AND ALL WARRANTŒS. WHETHER EXPRESSED. IMPLŒD OR STATUTORY. ARE HEREBY EXPRESSLY DENŒD. ASSIGNOR DISCLAIMS ANY AND ALL LIABILITY ARISING IN CONNECTION WITH ANY ENVIRONMENTAL MATTERS INCLUDING, WITHOUT LIMITATION, ANY PRESENCE OF NORM ON THE PROPERTY. 000887 IN ADDITION, THERE ARE NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFfER FURNISHED IN CONNECTION WITH THE PROPERTY OR AS TO THE QUALITY OR QUANTITY OF THE HYDROCARBON RESERVES, IF ANY, ATTRIBUTABLE TO THE INTEREST CONVEYED HEREIN OR THE ABILITY OF THE LEASES OR WELLS TO PRODUCE HYDROCARBONS. ANY AND ALL DATA, INFORMATION AND MATERIAL FURNISHED BY ASSIGNOR IS PROVIEDD AS A CONVENIENCE ONLY AND ANY RELIANCE ON OR USE OF THE SAME IS AT ASSIGNEE'S SOLE RISK. ASSIGNOR AND ASSIGNEE HEREBY AGREE THAT THE FOREGOING DISCLAIMER OF WARRANTIES IS CONSPICUOUS FOR ALL PURPOSES. 4. Assignee hereby assumes and agrees to pay, perform and discharge the following liabilities and obligations (collectively, the "Assumed Obligations"): (a) all liabilities and obligations attributable to the ownership of the Lease and Property before, on or after the Effective Date (including, without limitation, with respect to damage to property or injury to or death of persons, in each case occurring after the Effective Date but attributable in whole or in part to conditions or operations that existed or occurred before the Effective Date); (b) all liabilities and obligations to properly plug and abandon the Wells and remove all Property now or hereafter located on the Leases and clean up and restore the leases (including all obligations to clean, close and abandon all pits and impoundments) in accordance with applicable laws (regardless of whether any such obligation to plug, abandon, remove, clean up and restore is attributable to periods of time before, on or after the Effective Date); Assignee agrees to indemnify, defend and hold harmless Assignor from and against any and all claims, liabilities, losses, costs and expenses (including, without limitation, court costs and reasonable attorney's fees) (collectively, "Losses") that are attributable to (i) the Assumed Obligations or (ii) a breach by Assignee of its obligations and agreement hereunder, in each case without regard to the sole, partial, concurrent or other negligence of Assignor. 5. Assignee hereby assumes and shall be responsible for and agrees to indemnify, defend and hold harmless Assignor from and against any and all Losses attributable to damage to property, injury to or death of persons or other living things, natural resource damages, Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") or Resources Conservation and Recovery Act ("RCRA") response costs, environmental remediation and restoration costs, or fines or penalties (collectively, "Claims") arising out of or attributable to, in whole or in part, either directly or indirectly, the condition or operation of the Leases or Property at any time before, on or after the Effective Date (including, without limitation, any Claims relating to any condition existing on, in or under, or resulting from operation of the Leases or Property as of the Effective Date). 6. Assignee shall observe, perform and comply with the terms, provisions, covenants and conditions, express or implied, of the Leases and with all laws, rules, regulations and orders, both State and Federal, applicable to ownership and enjoyment of the rights herein assigned, including, but not limited to any State or Federal bond requirements. 7. Assignee shall be responsible for the payment of Assignee's pro-rata share of all taxes attributable to the Leases or Property, including ad valorem property taxes for the calendar year of 2007 and all subsequent years. 8. This Agreement, Assignment and Bill of Sale shall bind and inure to the benefit of Assignor and Assignee and their respective successors and assigns. All subsequent conveyances or assignments of the assigned interest in the Leases or Property, in whole or in part, shall be made subject to this Agreement, Assignment and Bill of Sale. 9. Upon closing of this transaction, Assignee shall take possession of the Leases, Wells and Property sold and assigned hereby and shall take over custody, responsibility and control of all suspended funds, accounting, lease maintenance, and other functions relating to the Leases and Property assigned hereby, and where applicable and where possible, all operations of such Leases and Property, 10. Assignor hereby transfers and conveys to Assignee to the extent such rights are transferable, all rights or actions which Assignor may hold over and against any prior grantors, warrantors or third parties with respect to the Leases, Wells or Property hereby assigned so that Assignee is fully substituted and subrogated in and to all such rights. 11. Assignor will, at anytime and from time to time after the date hereof, upon Assignee's request, execute, acknowledge and deliver or cause to be executed and delivered, all further documents or instruments necessary to effect the transaction contemplated in this Agreement, Assignment and Bill of Sale. 000888 EXECUTED on the dates contained in the acknowledgment of this instrument, to be effective for all purposes as of the Effective Time ASSIGNOR: A TI'EST: BLACKBEAR On.. & GAS LLC ~Jk~ ¡1/1 41/"L-L-J/ Ú¿, , l Thomas M. Murphy, Manager '-.;. ., , DAC INTERESTS, LLC . U:ì.~ ¡¿~ II (f /¿~ ~ Ïr Kenneth J. Kundr ASSIGNEE: B2 ENERGY, LLC b~ ACKNOWLEDGEMENTS STATE OF COLORADO } } COUNTY OF ARAPAHOE } The foregoing instrum1nt was acknowledged before me this 10th day of August, 2007, by Rene' Morin, as General Partner of RIM LLP, a tolorado liIIÙted liability partnership, on behalf of said partnership. 111/fÞ !;¡'OòÎ , ~~ Not ry Pubhc STATE OF COLORADO} COUNTY OF ARAPAHOE 000889 The foregoing instrument was acknowledged before me this 10Ih day of August, 2007, by Thomas M. Murphy, Manager of Blackbear Oil & Gas LLC, a Colorado limited liability company, on behalf of said company. \\\\\h~~.~~:~~,~,._. ,'-" ù' .\,.., ....,....,.'..:.'........ .... "'<\ ¡,."'" "-.I.,-',,,;.';¡f.v, l~:'>:.,.·m~~~. .::::.~.i.. .~)1and and official seal. ~ ' .·..u.-("i!,..,~.<.. (",rf' .... . ..... , :#.·Z.~l>'· "\' " ~ 0: \ß'õ'~'~'!! ,"" . :: -') . c: 4;. .... . z" : : tÕ ""!'I:""." : rrt ~ ~("): r~> p",:,,~ - ,..., . - ;0 . (o;¡ ." \iy.~ m.£sšfun pí~. ~:: J.(J ð ~ L ,\) ..~.. ".'* ....~...~.. , '. '! ......... v......., '''''''' . f) {) ""-",, ""'( '\\\\'i' STÂTEÖP~t(jRADO COUNTY OF ARAPAHOE ~/~ Ik~'-L~ Not Public The foregoing instrument was acknowledged before me this 10th day of August, 2007, by Jason B. Rouse, as President of Dee Bentley, Inc., a Colorado corporation, on behalf of said corporation. ~~<¡; '. .'... /' ~~.~.::-t~r~1Jiý~and and official seal. "...... . .'.. _ ~."... ..~;.. :,7 ,::. ~: ......, :":~ u 0 ",.;5,:· ,,_~ ~ :.: ,): . c:: ......:; :: :. OJ -f . ',J:: \"l1 ::.. : 0: r'" >1:>::' \~.ço~nuiSil!t~jf~S: . ¡ ,II ~ /~Ò () 7 ":., r?, ............ ,,~ ..,~' r I "'''' "f Do _.", '1, _,'Þ '.,'.' sT~TË'.öþ\ë\ÖLGAAoO COUNTY OF ARAPAHOE %,-~ L{}--~ Notary Public The foregoing instrument was acknowledged before me this 10th day of August, 2007, by Deborah A. Harr.in,gt~m,yManager of DAC Interests LLC, a Colorado limited liability company, on behalf of said company. .\lt~.~ .{¡(¡'.t~"::f. ",. \ ~~ ''', (". ..> ~~ ........I/".{... -*:. §" ~ ~.." . ; Witit~j.<my: h~nd and official seal. ~ '" -'~;~~.'.'-o Z "'~!;." o""~,..· ::: o. '~I c: 0 ·-~;....ll'. ~ ~- .- '1,.. -A .~..t" ."" . : : '" -'·-~~'1::'F. ,-. '.'. ~o\ C~)r'-'!!¡l:;E ~ ";. 0 .. 0 -< .'. .. (...... .:-; ~·~.~1Ø~ç...ommis~o~~1res: ').C (I . '~¡t 'J'" ........ \.' "~ '-1.'"" 0 \\' ~fllr'J . ' t:"'\~\\ ~},~!, fJ !.I:!.~_' :./... , STATE 9E COLORADO } } } COUNTY OF ARAPAHOE ~t<~' L~_df-~ Notary Public The foregoing instrument was acknowledged before me this 10th day of August, 2007, by Kenneth J. Kundrik, as his free act and deed. \\~IIIIIHJII¡, ,.;.,·,~~\t~:~¡tn~~s. my hand and official seal. ~ ^-~ ._.~._. .,....:',..,.f. '" ~..iJ.{'.. r-'»',:..,. ...."'-". ". ~ )..,...... . '-Z··~;.,.,,:·, ~ ".-:, ... '-..I. r O~';¡';<-'- ft -,"" .. §~~:¡ ~.~ 4;.~~\~\:· iE:; ;;, -.(;): r 1'''.,-'':.. "._" ..." .. ~ h ~. -~... ...ši~~.it,(þ'¡res: I / ~ Cloo7 ~ 0_.-.-. _ .·W~1,.\i~" .-.·....)...t-· ::;" f / , .....0 ..' . ..rf1··..·:··· .'" .... \, v .~ -:., ...1"··...11.·....· (),' "'II ,- /) f) ........" . ST~íf.E.Q.E ,GefoRADO COUNTY OF ARAPAHOE ~,~ L¡i}-.JJ~ Notary Public The foregoing instrument was acknowledged before me this I?>-H\¡ay of August, 2007, by Brian Voigt, Managing Member ofB2 Energy, LLC, a Colorado limited liability company, on behalf of said company. . ~\t"g~"ô;. . ~ ~~,' '. '!:'\.,. - '. .. If... ~.,\"':'c!'1!~WitQess.'!ly hand and official seal. ~~.ff>~.,.......~~.,~ ' I',... ",~. ~?' '''';'~~... ....~~ . ,,,..t.:;'.:.' "'..; J ~:; <:_~ :: C).. '1J <:. "0 '? '.: :¡ "rJ: c:: 0 q\' ~ : : OJ'~ :~:: ::: (") . ,... ".. .. . . n¡ :::: ~ ~~y CC(91miSSI~ ." je's: -;.. 0 ... -< .~_. ('--<" -~ '":;, 1> ... "... :<"'> .-:"': . ,~ .~/O ........0....., ,.:...' ""'" 0 \.'...,...~~'" .;' I'I ". '1 ~ff" 111 t 1\'" \ II II if ~!~M7 I , ~: ',' " !. 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