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ASSIGNMENT. BILL OF SALE AND CONVEYANCE
ê00022'
THIS ASSIGNMENT, BILL OF SALE AND CONVEYANCE ("Assignment"), dated effective October 1,
2008 at 7:00 a.m. Mountain Time (the "Effective Time"), is between Donald B. Anderson Ltd., a New Mexico
general partnership, Donald B. Anderson, individually and Windward Limited Liability Company, located at 1225-
17111 Street, Suite 1750, Denver, Colorado 80202, (collectively referred to as "Assignor") and Milestone Energy, Corp.
and Billy Ray Cagle Trust under Trust Agreement dated 4/10/92, as amended, located at 1 740-H Dell Range Blvd.,
#502, Cheyenne, Wyoming 82009 (collectively referred to as "Assignee").
For $100.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor hereby sells, assigns, transfers, grants, bargains and conveys to Assignee all of Assignor's right,
title and interest in and to the leasehold and/or working interest in and to the following real and personal property
interests shall be set over unto Milestone Energy, Corp. and further all of Assignor's right, title and interest in and to
any mineral, royalty or overriding royalty interests in, to, under or derived ITom any of the following real and personal
property interests shall be set over unto Billy Ray Cagle Trust under Trust Agreement dated 4/10/92, as amended
(collectively, the "Assets"):
a. The oil and gas leases described in Exhibit A (the "Leases"), insofar as said Leases cover the
land described in Exhibit A (the "Land" or "Lands") and the oil, gas and other hydrocarbons (the "Hydrocarbons")
attributable to the Leases or Lands, together with all the property and rights incident thereto and obligations associated
with the contracts and agreements relating to the Leases and Land, including without limitation, all operating agreements,
exploration agreements, pooling, communitization and unitization agreements, farmout agreements, product purchase and
sale contracts, transportation, processing, treatment or gathering agreements, leases, permits, rights-of-way, easements,
licenses, declarations, orders, contracts, and instruments in any way relating to the Leases;
b. Fee interests in the oil, gas and other minerals in and under and that may be produced ITom the
fee mineral interests described on Exhibit "A" and the fee interests in the oil, gas and other minerals produced and saved
ITom the fee royalty interests described on Exhibit "A" (the "Fee Interests");
c. The oil and gas wells described on Exhibit B (the "Wells") and located on the Leases or Fee
Interests or on lands pooled, communitized or unitized with the Leases or Fee Interests, together with all injection and
disposal wells and all personal property, equipment, fixtures, improvements, permits, rights-of-way and easements used
in connection with the production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water
produced ITom the properties and interests described in subsection (a) and (b);
d. The pooling and communitization agreements, declarations and orders, and all other such
agreements relating to the properties and interests described in subsections (a), (c) and (b) and to the production of
Hydrocarbons, if any, attributable to said properties and interests;
e. All existing and effective sales, purchase, exchange, gathering, transportation and processing
contracts, operating agreements, balancing agreements, farmout agreements, and other contracts, agreements and
instruments in~ofar as they relate to the properties and interests described in subsections (a) through (d);
f. The files, records, and data of Assignor relating to the items described in subsections (a)
through (e) above (the "Records"). The Records shall not include any data or information that is subject to applicable
third-party licensing restrictions or other restrictions on disclosure or transfer.
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RECEIVED 11/13/2008 at 12:57 PM
RECEIVING # 943595
BOOK: 709 PAGE: 22
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever.
This Assignment is made subject to the following tenns and conditions:
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1. Warranty: THIS ASSIGNMENT IS MADE WITHOUT ANY WARRANTY OR REPRESENTATION OF
TITLE, WHETHER EXPRESS, IMPLIED, ST A TUTORY OR OTHERWISE, EXCEPT THAT ASSIGNOR
AGREES TO WARRANT AND DEFEND TITLE TO THE ASSETS AGAINST THE CLAIMS AND
DEMANDS OF ANY PARTY CLAIMING THE SAME OR ANY PART THEREOF BY, THROUGH, OR
UNDER ASSIGNOR, BUT NOT OTHERWISE. THIS ASSIGNMENT IS FURTHER MADE WITHOUT
WARRANTY OR REPRESENTATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AS TO THE CONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR
PURPOSE OR ANY PURPOSE, CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR
MERCHANTABILITY OF ANY OF THE EQUIPMENT AND, EXCEPT AS EXPRESSLY PROVIDED
ABOVE, WITHOUT ANY OTHER EXPRESS, IMPLIED, ST A TUTORY OR OTHER WARRANTY OR
REPRESENTATION WHATSOEVER. THIS ASSIGNMENT IS MADE WITH FULL SUBSTITUTION
AND SUBROGA TIÖN OF ASSIGNEE IN AND TO ALL REPRESENTATIONS AND WARRANTIES
HERETOFORE GIVEN OR MADE BY OTHERS WITH RESPECT TO THE ASSETS. ASSIGNEE HAS
INSPECTED OR WAIVED IT RIGHT TO INSPECT THE ASSETS FOR ALL PURPOSES AND HAS
SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH
SURFACE AND SUBSURFACE. ASSIGNEE IS RELYING SOLEL YUPON ITS OWN INSPECTION OF
THE ASSETS, AND ASSIGNEE SHALL ACCEPT ALL OF THE SAME IN THEIR "AS IS, WHERE IS"
CONDITION~ IN ADDITION ASSIGNOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY
REPORTS, RECORDS, PROJECTIONS OR MATERIALS NOW, HERETOFORE OR HEREAFTER
FURNISHED TO ASSIGNEE IN CONNECTION WITH THIS ASSIGNMENT, AND SUCH RECORDS,
REPORTS, PROJECTIONS AND OTHER MATERIALS ARE PROVIDED ASSIGNEE AS A
CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST
ASSIGNOR. ANY RELIANCE ON OR USE OF THE SAME SHALL BE A T ASSIGNEE'S SOLE RISK TO
THE MAXIMUM EXTENT PERMITTED BY LAW.
2. Allocation of Production. Proceeds and Taxes: All production of oil, gas and other minerals ÍÌ'om the Assets
prior to the Effective Time, and aU proceeds ÍÌ'om the sale of such production, shaIl be the property of Assignor.
All such production upon and after the Effective Time, and all proceeds ÍÌ'om the sale thereof, shall be the
property of Assignee. Assignee shall assume all rights and/or liabilities of Assignor (whether satisfiable in cash
or out of production) associated with any gas imbalances affecting the Assets as of the Effective Time and
thereafter, and Assignee hereby succeeds to the position of Assignor with respect to all gas imbalances (whether
arising under contract or otherwise) and all make-up rights and obligations associated with such gas imbalances,
whether same arose before or after the Effective Time; as a result of such succession, Assignee shall (i) be
entitled to receive any and all benefits, including payments of proceeds of production in excess of amounts
which it would otherwise be entitled to produce and receive by virtue of ownership of the Assets, which
Assignor would have been entitled to receive by virtue of such position and (ii) be obligated to suffer any
detriments which Assignor would have been obligated to suffer by virtue of such position (whether the same be
in the form of the obligation to deliver Production which would have otherwise been attributable to its
ownership of the Assets without receiving fuIl payment therefor, or in the fonn of the obligation to make
payment in cash). AIl taxes (other than income taxes) associated with the Assets and/or measured by production
thereÍÌ'om are allocated as between Assignor and Assignee as of the Effective Time. It is agreed that oil that
was produced ÍÌ'om the Assets and that was, on the Effective Time, stored in tanks located on the Assets (or
located elsewhere but used by Assignor to store oil produced ÍÌ'om the Assets prior to delivery to oil purchasers)
and above pipeline connections shall be deemed to have been produced before the Effective Time and Assignee
shall reimburse Assignor for such volumes.
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3. Responsibility for Payments and Oblie:ations: Assignee shall be responsible for all lease rentals, shut-in
royalties, minimum royalties, payments in lieu of production, production royalties (including royalties paid in
kind), overriding royalties, production payments, net profits payments, contractual payments, operating costs,
expenses, fees, vendor and contractor invoices, billing, charges, assessments, overhead charges under applicable
operating agreements and other indebtedness and obligations due, payable, incurred, accrued or attributable to
the ownership, operation, use or maintenance of or otherwise relating to the Assets on or after the Effective
Time, and shall reimburse Assignor for any such payments made or obligations discharged by Assignor after the
Effective Time.
4. Assumption and Indemnification: As used in this paragraph 4 and the subparagraph hereunder, "Claims"
shall include claims, demands, causes of action, liabilities, damages, fines, penalties and judgments of any kind
or character, whether or not resulting ITom third party claims, and all costs and fees (including, without
limitation, interest, reasonable attorneys' fees, reasonable costs of experts, court costs and reasonable costs of
investigation, in connection therewith):
A. Assignee shall, without limitation of the other provisions of this Assignment, (i) assume and promptly
comply with all duties and obligations of Assignor, express, statutory or implied, arising or accruing
with respect to the Assets after the Effective Time, specifically including, without limitation, any
obligation to take any clean-up, remedial or other action with respect to the Assets, and (ii) defend,
indemnifY and·hold Assignor harmless ITom and payor reimburse Assignor for any and all Claims in
connection with the duties and obligations described in item (i), above. Without limitation of the
generality of the foregoing, Assignee shall assume all responsibility to properly plug, re-plug and/or
abandon any well located on or included in the Assets, whether such well was abandoned prior to or
after the Effective Time.
B. Except as otherwise provided herein, Assignee shall defend, indemnifY and hold Assignor harmless
ITom and payor reimburse Assignor for any and all Claims for personal injury or death or property
damage arising directly or indirectly ITom or incident to, the use, occupation, operations, maintenance
or abandonment of any of the Assets on or after the Effective Time.
5. 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.
6. This Assignment may be executed in any number of counterparts, and each counterpart hereof shall be deemed
to be an original instrument, but all such counterparts shall constitute but one assignment. To facilitate
recording, the counterparts to be recorded in a given county may contain only those portions of the Exhibits
hereto that describe property located in that county. Assignor and Assignee have each retained a counterpart of
this Assignment with a complete Exhibit A and B.
7. Assignor or Assignee may execute separate governmental form assignments of the Assets on officially approved
forms, in sufficient counterparts to satisfY applicable statutory and regulatory requirements. Those assignments
shall be deemed to contain all ofthe 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 Assets conveyed herein.
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8. This Assignment binds and inures to the benefit of Assignor and Assignee and the irrespective successors and
assigns.
9. Assignor and Assignee agree to conduct a post-closing accounting settlement on or before 90 days ftom the
execution date hereof (the "Post-Closing Settlement"). The Post-Closing Settlement shall reflect any necessary
additional adjustments for (i) reductions for proceeds of production received by Assignor for times after the
Effective Time, (ii) increases for the value of all merchantable oil in storage above the pipeline connection at
the Effective Time, (iii) increases for costs paid by Assignor for times after the Effective Time, (iv) proration of
taxes as ofthe Effective Time and (v) other adjustments in accordance with the terms of this Assignment or as
otherwise mutually agreed to by Assignor and Assignee.
EXECUTED on the dates contained in the acknowledgments of this Assignment, to be effective for aJl purposes
as of the Effective Time.
ASSIGNOR:
Donald B. Anderson, Ltd.
By 2J~41? âL
Donald B. Anderson, General Partner
j)~ð/Li_
Donald B. Anderson, Individually
Windward Limited Liability Company
~ll VVI . â-~Is1--V~4"'-
Sally M. )Anderson, Manager
ASSIGNEE:
Milestone Energy, Corp.
~~
By: I . ,-
Bi . , I'r i nt .
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COU026
ACKNOWLEDGEMENTS
STATE OF COLORADO )
) SS.
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me by Donald B. Anderson indi~ually and as
General Partner of Donald B. Anderson Ltd., a New Mexico general partnership, thisàJ 1-\ day of October,
2008, on behalf of himself and said partnership.
Witness my hand and official seal.
My commission expires: (Û' ( ~ . )() I;)...
Notary Public-
STATE OF COLORADO )
) SS.
COUNTY OF DENVER )
The foregoing instrument was acknowledgeà before me by Sally M. Anderson, as Managing Member of
Windward Limited Liability Company, this ;)Jr. day of October, 2008, on behalf of said company.
Witness my hand and official seal.
Notary Public
'~ r-¡.
~t-D,
My commission expires: 10· ( 3· ;;.,ùl À
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000027
STATE OF COLORADO )
) SS.
COUNTY OF DENVER )
The oregoing instrument was acknowleçl.gef before me by Bill Cagle, as President of Milestone Energy,
Corp., a. 'lJ1-l-..-- corporation, this 01 ,~ day of October, 2008, on behalf of said corporation.
Witness my hand and official seal.
7~6f
My commission expires: ( 0 t \ "3, ;).0 I :J.-
STATE OF COLORADO )
) SS.
COUNTY OF DENVER )
T!1e¿QrFgoing instrument was acknowledged before me by Bill Cagle, as Trustee of the Billy Ray Cagle
Trust, this ~ tthv day of October, 2008, on behalf of said trust.
Witness my hand and official seal.
My commission expires: f 0, 15' .)....0 (J--.
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Exhibit "B"
Attached to and made a part of the Assignment, Bill of Sale and Conveyance dated effective October
1,2008 by and between Donald B. Anderson Ltd., Donald B. Anderson, Individually, and Windward
Limited Liability Company, Assignor, and and Milestone Energy, Corp. and Billy Ray Cagle Trust under
Trust Agreement dated 4/10/92, as amended, Assignee
WELLS
Well
Description
County
State
Seven Mile Gulch 10-18
20N-111W-18
Lincoln and Sweetwater Wyoming