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Home My WebLink About949349When recorded, please return to: Gary-Williams Production Company 370 17`h Street, Suite 5300 Denver, CO 80202 Attn: Tim Howard RECEIVED 9/8/2009 at 4:17 PM RECEIVING # 949349 BOOK: 731 PAGE: 410 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY 606410 STATE OF WYOMING ) COUNTY OF LINCOLN ) ASSIGNMENT OF OVERRIDING ROYALTY INTEREST THIS ASSIGNMENT OF OVERRIDING ROYALTY INTEREST (this "Assignment"), dated August 25, 2009, is from GARY-WILLIAMS PRODUCTION COMPANY, a Delaware corporation ("Assignor"), 370 Seventeenth Street, Suite 5300, Denver, Colorado 80202, to R3 EXPLORATION CORPORATION ("R3" 2248 South Xeonphon Street, Lakewood, CO 80228. R3 shall be referred to herein, as "Assignee". Assignor and Assignee shall be referred to herein, collectively, as the "Parties". Recitals A. Assignor owns the entire oil and gas leasehold estates created by the leases (the "Leases") described in Exhibit "A" hereto, insofar as the Leases cover the land (the "Land") described in Exhibit "A". B. Assignor and Assignee desire Assignor to assign to Assignee an overriding royalty interest burdening the Leases in accordance with the terms and conditions hereof. PART I Assignment IN CONSIDERATION OF TEN DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1.1 Assignment of Override #1. Assignor hereby sells, assigns, transfers and conveys to Assignee an overriding royalty interest (the "Override #1") equal to one-quarter of one percent (.25%) of all oil, gas and other hydrocarbons produced, saved and marketed from the Land described in Exhibit "A" hereto covered by the Leases described in Exhibit "A" hereto. 1.2 Assignment of Override #2. Additionally, Assignor hereby sells, assigns, transfers and conveys to Assignee an overriding royalty interest (the "Override #2") equal to one-half of one percent of 8/8ths (.50% of 100%) of all oil, gas and other hydrocarbons produced, saved and marketed from the Land described in Exhibit "A" hereto covered by the Leases described in Exhibit "A" hereto; provided, however, that the Override #2 shall be reduced, on a lease-by-lease basis, to the extent that the aggregate of all landowners' royalty and overriding royalty interests burdening such lease recorded in the real property records (excluding any such royalty interests owned by Assignor or any of Assignor's affiliates, partners and consultants) exceeds 17%. Page 1 of 3 C' 0AJLJL 1.3 Warranty. Assignor warrants title to the Override #1 & #2 against all liens, encumbrances and defects of title arising by, through or under Assignor, but not otherwise. EXCEPT FOR THE FOREGOING, THIS ASSIGNMENT IS "AS IS, WHERE IS, WITH ALL FAULTS AND WITHOUT RECOURSE". THE PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 1.4 Payment. Override #1 & #2 shall be free and clear of all costs of drilling, development and operations. Override #1 & #2 shall not be paid or accrued on oil, gas or other hydrocarbons unavoidably lost, or used at the property for operations, development or production purposes including, without limitation, repressuring or recycling operations or pressure maintenance. In addition, Override #1 & #2 shall bear their proportionate share of costs for transportation, taxes, gathering and compression to the same extent that such costs are deductible from the lessor's royalty interest under the Leases under applicable laws and regulations. 1.5 Proportionate Reduction. Override #1 & #2 shall be proportionately reduced, on a lease-by- lease basis, to the extent a Lease covers less than the entire undivided oil and gas mineral fee estate in and under the Land covered by such Lease, and to the extent that the interest in a Lease owned by Assignor as of the date of this Assignment is less than the entire oil and gas leasehold estate created by such Lease. 1.6 Extensions and Renewals. Override #1 & #2 shall burden all extensions and renewals of the Leases acquired by Assignor, or Assignor's successors or assigns. For purposes of this Assignment, an "extension or renewal" as it applies to Override #1 shall mean any amendment, extension, renewal or new lease covering the Land covered by an expiring Lease which is acquired by Assignor or Assignee, or Assignor's or Assignee's successors or assigns, on or before the expiration of such Lease or on or before six (6) months thereafter. However, an "extension or renewal" as it applies to Override #2 shall mean any amendment, extension, renewal or new lease covering the Land covered by an expiring Lease which is acquired by Assignor or Assignee, or Assignor's or Assignee's successors or assigns, on or before the expiration of such Lease or on or before one (1) year thereafter. 1.7 Pooling. Assignor hereby reserves the right to pool, communitize or unitize Override #1 & #2. TO HAVE AND TO HOLD Override #1 & #2, subject to the terms and conditions hereof, unto Assignee, and Assignee' successors and assigns, forever. PART I Miscellaneous 2.1 Exhibits. All exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes, as if set forth in full herein. References in such exhibits to instruments on file in the public records are hereby incorporated by reference herein for all purposes. 2.2 Headings. Headings are included in this Assignment for convenience of reference and shall in no way define, limit, extend, or describe the scope or intent of any provision of this Assignment. 2.3 Severability. In the event any court invalidates any provision of this Assignment, all other provisions shall remain binding and in full force and effect with respect to the Parties. 2.4 Third Party Rights. The references in this Assignment or in the exhibits hereto to liens, encumbrances, agreements and other burdens shall not be deemed to recognize or create any rights in third parties. Page 2 of 3 Oi~412 2.5 No Merger. The Parties hereby acknowledge and agree that Override #1 & #2 shall not be deemed to merge with any leasehold interests now owned or hereafter acquired by any of the Parties. 2.6 Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee, and their respective heirs, devisees, personal representatives, successors and assigns. 2.7 Further Assurances. Assignor agrees to take all such action and to execute, acknowledge and deliver all such instruments necessary or advisable to consummate the transactions contemplated by this Assignment. Assignor agrees to execute, acknowledge, and deliver to Assignee all such other additional instruments, notices, division orders, transfer orders, and other documents, and to do all such other and further acts and things as may be necessary or useful to more fully and effectively transfer, convey, and assign to Assignee Override #1 & #2 conveyed hereby or intended so to be. 2.8 Governmental Assignments. Separate assignments of Override #1 & #2 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 agreements, rights, titles, disclaimers, limitations, powers 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, Override #1 & #2 conveyed herein. 2.9 Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be deemed to be one assignment. EXECUTED effective on the date first above written, to be effective for all purposes as of the Effective Date. ASSIGNOR: GARY-WILLIAMS PRODUCTION COMPANY Tim Howard, Vice President STATE OF COLORADO ) CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this n- day of YM&YZA-1 2009, by Tim Howard, as Vice President of Gary-Williams Production Company, a Dela re corporation, on behalf of said corporation. Witness my hand and official seal. A Comi bs&on f x es: 11912-tQ& /Z ~~F~•~;BLIf;.~ O OF ~Pp COLD Notary Public Page 3 of 3 Exhibit "A" Attached to and made a part of that certain Assignment of Overriding Royalty Interest dated August 25, 2009 between Gary-Williams Production Company and R3 Exploration Corporation. Lincoln County, Wyoming 1. Lessor, Federal Serial USA, WYW-137084 Lease Effective Date: October 1, 1995 Original Lessee: Ann M. Trujillo Recorded: Unrecorded Description: Township 21 North - Range 117 West, 6th P.M. Section 4: Lots 5(40.28), 6(40.38), 7(40.46), 8(40.56), S/2N/2, SE/4SW/4, S/2SE/4, N/2S/2 (excluding 25.25 acres in RR ROW WYW-032749) Section 5: Lot 5(40.55), SE/4NE/4, E/2SE/4 (excluding 6.89 acres in RR ROW WYW-032749) and that part of the W/2E/2, W/2 lying South of the RR ROW WYW-032749) Section 8: NW/4NE/4, N/2SE/4 Containing 887.39 acres, more or less. Lessor, Federal Serial USA, WYW-137347 Lease Effective Date: September 1, 1995 Original Lessee: Ann M. Trujillo Recorded: Unrecorded Description: Township 22 North - Range 117 West, 6th P.M. Section 14: NEANEA, S/2N/2, NWANW/4, S/2 Section 20: N/2, N/2SW/4, SEA Section 21: E/2, N/2NW/4, SWANWA, E/2SW/4 Section 22: N/2NE/4, W/2NW/4, S/2 Section 28: N/2 Containing 2440.00 acres, more or less. 3. Lessor, Federal Serial USA, WYW-137345 Lease Effective Date: September 1, 1995 Original Lessee: Ann M. Trujillo Recorded: Unrecorded Description: Township 21 North - Range 117 West, 6th P.M. Section 9: NEA, E/2SE/4 Section 10: All Containing 880.00 acres, more or less. Page 1 of 11 4. Lessor, Federal Serial USA, WYW-137346 C-, 41 Lease Effective Date: September 1, 1995 Original Lessee: Ann M. Trujillo Recorded: Unrecorded Description: Township 22 North - Range 117 West, 6`h P.M. Section 1: Lots 5(.13), 6(.11), 9(.08), 10(32.12), 11(.09), SW/4SW/4 Section 3: Lots 5(39.58), 6(39.55), 7(39.51), 8(39.48), S/2N/2, S/2 Section 10: All Section 11: N/2, SWA, N/2SE/4 Section 12: Lot 1(.08), W/2NW/4, NW/4SW/4 Section 13: Lot 1(.10), NW/4, N/2SW/4, SW/4SW/4 Containing 2310.83 acres, more or less. 5. Lessor, Federal Serial Lease Effective Date: Original Lessee: Recorded: Description: USA, WYW-137348 September 1, 1995 Ann M. Trujillo Unrecorded Township 22 North - Range 117 West 6`h P.M. Section 25: N/2NE/4, SE/4NE/4, W/2, NE/4SE/4 Section 26: E/2NE/4, SE/4 Section 35: E/2 Containing 1040.00 acres, more or less. 6. Lessor, Federal Serial USA, WYW-137349 Lease Effective Date: September 1, 1995 Original Lessee: Ann M. Trujillo Recorded: Unrecorded `h Description: P.M. Township 22 North - Range 117 West 6 Section 26: W/2NE/4, W/2 Section 28: S/2 Section 29: SWANEA, NW/4, N/2SW/4, E/2SW/4SW/4, SE/4SW/4 Section 32: E/2NW/4, E/2W/2NW/4, S/2 Section 34: All Section 35: W/2W/2 Containing 2300.00 acres, more or less. 7. Lessor, Federal Serial USA, WYW-137350 Lease Effective Date: September 1, 1995 Original Lessee: Ann M. Trujillo Recorded: Unrecorded Description: Township 22 North - Range 117 West 6`'' P.M. Section 33: E/2, E/2W/2, NW/4NW/4, SWASW/4 Containing 560.00 acres, more or less. Page 2 of 11 8.r~4i5 Lessor, Federal Serial USA, WYW-138558 Lease Effective Date: April 1, 1996 Original Lessee: Ann M. Trujillo Recorded: Unrecorded Description: Township 22 North - Range 117 West, 6`h P.M. Section 24: All Containing 640.00 acres, more or less. 9. Lessor, Federal Serial USA, WYW-139306 Lease Effective Date: July 1, 1996 Original Lessee: Ann M. Trujillo Recorded: Unrecorded Description: Township 22 North - Range 117 West, 6`h P.M. Section 2: Lots 5(39.67), 6(39.65), 7(39.63), SE/4NW/4, S/2 Section 15: All Section 23: All Section 27: All Containing 2518.56 acres, more or less. 10. Lessor, Federal Serial USA, WYW-140141 Lease Effective Date: February 1, 1997 Original Lessee: Ann M. Trujillo Recorded: Unrecorded Description: Township 22 North - Range 117 West, 6th P.M. Section 2: SW/4NW/4 Section 4: SE/4 Section 9: All Section 17: NEA, S/2 Containing 1320.00 acres, more or less. 11. Lessor, Federal Serial USA, WYW-141861 8(39.61), S/2NE/4, Lease Effective Date: November 1, 1997 Original Lessee: Ann M. Trujillo Recorded: Unrecorded Description: Township 22 North - Range 117 West, 6ch P.M. Section 8: E/2, SWA Section 17: NWA Section 18: NEANEA, S/2NE/4, N/2SE/4, SEASEA Section 19: NEANEA, SE/4 Section 30: NEA, N/2SE/4 Township 23 North - Range 117 West, 61h P.M. Section 33: SEA Section 34: N/2, NEASWA, S/2S/2, NEASEA Containing 2040.00 acres, more or less. Page 3 of 11 12.`0041 Lessor, Federal Serial USA, WYW-140139 Lease Effective Date: February 1, 1997 Original Lessee: Ann M. Trujillo Recorded: Unrecorded Description: Township 23 North - Range 116 West, 6th P.M. Section 30: Lots 1(24.80), 2(25.00), 3(25.20), 4(25.40), E/2 Section 31: Lots 1(25.53), 2(25.59), 3(25.65), 4(25.71), E/2 Containing 842.88 acres, more or less. 13. Lessor, Federal Serial USA, WYW-143059 Lease Effective Date: October 1, 1997 Original Lessee: Ann M. Trujillo Recorded: Unrecorded Description: Township 23 North - Range 117 West, 6th P.M. Section 24: Lots 1(5.69), 2(5.92), 3(6.00), 4(4.77), 5(31.43), 6(39.53), SE/4SW/4, SWASEA Section 25: Lots 1(31.44), 2(32.77), NEA, E/2NW/4, S/2 Section 26: SE/4NW/4 Section 35: NEA, N/2NW/4, SEANWA, S/2 Section 36: Lots 1(7.73), 2(7.74), 3(7.75), 4(7.87), 5(.14), 6(.14), 7(.14) Containing 1469.06 acres, more or less. 14. Lessor, Federal Serial Lease Effective Date: Original Lessee: Recorded: Description: 15. Lessor, Federal Serial Lease Effective Date: Original Lessee: Recorded: Description: USA, WYW-145285 June 1, 1998 Robert Zimmerman, Jr. Unrecorded Township 21 North - Range 117 West 6th P.M. Section 6: That part of Lot 14(38.75), SE/4SW/4, S/2SE/4 lying south of HWY 30 (excluding 4.13 ac. in RR ROW WYW-032749) Section 7: Lots 6(38.89), 7(38.95), 8(39.01), NE/4NE/4, S/2NE/4, SEANWA, E/2SW/4, SEA; Lot 5(38.83), NW/4NE/4, NE/4NW/4 (excluding 16.53 ac. in RR ROW WYW-032749) Containing 773.77 acres, more or less. USA, WYW-145286 June 1, 1998 Robert Zimmerman, Jr. Unrecorded Township 22 North - Range 117 West 6th P.M. Section 13: SEASW/4, W/2SE/4 Containing 120.00 acres, more or less. Page 4 of 11 16. Lessor Federal Serial USA, WYW-163124 Lease Effective Date: May 1, 2005 ~~g'~ Original Lessee: Henkle and Associates, Inc. Recorded: Unrecorded Description: Township 22 North - Range 116 West, 6t" P.M. Section 5: All Section 6: Lots 1(28.40), 2(7.13), 3(24.04), 4(24.27), 5(24.48), E/2E/2 Section 7: Lots 3(33.27), 4(29.57), 14(24.79), 15(24.85), E/2NE/4, NEASE/4 Containing 1140.80 acres, more or less. 17. Lessor, Federal Serial USA, WYW-173286 Lease Effective Date: March 1, 2007 Original Lessee: Baseline Minerals, Inc. Recorded: Unrecorded Description: Township 21 North - Range 117 West, 61" P.M. Section 1: Lots 5(40.02), 6(40.07), 7(40.11), 8(40.16), S/2N/2, S/2 Section 2: Lots 5(40.16), 6(40.13), 7(40.09), 8(40.06), SW/4NE/4, S/2NW/4, N/2SW/4, NW/4SE/4, S/2SW/4 (excluding 5.51 ac. in RR ROW WYW-032749) Section 3: Lots 5(40.06), 6(40.12), 7(40.16), 8(40.22), S/2N/2, S/2 (excluding 24.79 ac. in RR ROW WYW-032749) Section 11: W/2NW/4, SE/4NW/4, SW/4, NE/4NW/4 (excluding 5.05 ac. in RR ROW WYW-032749) Containing 2046.01 acres, more or less. 18. Lessor, Federal Serial USA, WYW-173287 Lease Effective Date: March 1, 2007 Original Lessee: Baseline Minerals, Inc. Recorded: Unrecorded Description: Township 22 North - Range 117 West, 61" P.M. Section 18: Lots 5(40.00), 6(40.00), 7(47.46), 8(47.52), 9(40.00), 10(40.00), 11(40.00), 12(40.00), 13(47.56), 14(47.62) Section 19: Lots 5(40.00), 6(40.00), 7(47.67), 8(47.75), 11(40.00), 12(40.00), 13(47.81) Containing 733.39 acres, more or less. 19. Lessor, Federal Serial USA, WYW-173643 Lease Effective Date: June 1, 2007 Original Lessee: Baseline Minerals, Inc. Recorded: Unrecorded Description: INSOFAR AS IT COVERS: Township 21 North - Range 118 West, 6`" P.M. Section 12: S/2N/2, S/2, N/2N/2 (excluding 23.87 ac. in RR ROWWYW- 0294448) Containing 616.13 acres, more or less. Page 5of11 ®418 20. Lessor, Federal Serial USA, WYW-174326 Lease Effective Date: January 1, 2008 Original Lessee: Baseline Minerals, Inc. Recorded: Unrecorded Description: Township 21 North - Range 117 West, 6`" P.M. Section 11: S/2NE/4, SEA, N/2NE/4 (excluding 12.40 ac. in RR ROW WYW- 032749) Containing 307.60 acres, more or less. 21. Lessor: State of Wyoming, acting by and through its Board of Land Commissioners State of Wyoming Serial 06-0215 Lease Effective Date: February 2, 2006 Original Lessee: Baseline Minerals, Inc. Recorded: Unrecorded Description: INSOFAR AS IT COVERS: Township 22 North - Range 117 West, 6`" P.M. Section 36: W/2 Containing 320.00 acres, more or less. 22. Lessor State of Wyoming, acting by and through its Board of Land Commissioners State of Wyoming Serial 06-00714 Lease Effective Date: October 2, 2006 Original Lessee: Joseph W. Thames Recorded: Unrecorded Description: INSOFAR AS IT COVERS: Township 21 North - Range 117 West 6`" P.M. Section 16: N/2 Containing 320.00 acres, more or less. 23. Lessor: State of Wyoming, acting by and through its Board of Land Commissioners State of Wyoming Serial 06-00715 Lease Effective Date: October 2, 2006 Original Lessee: Joseph W. Thames Recorded: Unrecorded Description: INSOFAR AS IT COVERS: Township 21 North - Range 117 West, 6`" P.M. Section 17: W/2NE/4, NEANWA, S/2NW/4 Containing 200.00 acres, more or less. Page 6ofII 24. Lessor: State of Wyoming, acting by and through its Board of Land Commissioners State of Wyoming Serial 06-00716 Lease Effective Date: October 2, 2006 Original Lessee: Joseph W. Thames Recorded: Unrecorded Description: INSOFAR AS IT COVERS: Township 21 North - Range 117 West, 6`h P.M. Section 18: SEANE/4 Containing 40.00 acres, more or less. 25. Lessor: State of Wyoming, acting by and through its Board of Land Commissioners State of Wyoming Serial 06-00717 Lease Effective Date: October 2, 2006 Original Lessee: Joseph W. Thames Recorded: Unrecorded Description: Township 22 North - Range 117 West, 61h P.M. Section 18: NW/4NE/4 Containing 40.00 acres, more or less. 26. Lessor: State of Wyoming, acting by and through its Board of Land Commissioners State of Wyoming Serial 00-0637 Lease Effective Date: October 2, 2000 Original Lessee: Hanson & Strahn, Inc. Recorded: Unrecorded Description: Township 22 North - Range 117 West 6`h P.M. Section 16: All Containing 640.00 acres, more or less. 27. Lessor: State of Wyoming, acting by and through its Board of Land Commissioners State of Wyoming Serial 00-0638 Lease Effective Date: October 2, 2000 Original Lessee: Hanson & Strahn, Inc. Recorded: Unrecorded Description: Township 22 North - Range 117 West 6`h P.M. Section 20: S/2SW/4 Containing 80.00 acres, more or less. 28. Lessor: State of Wyoming, acting by and through its Board of Land Commissioners State of Wyoming Serial 00-0639 Lease Effective Date: October 2, 2000 Original Lessee: Hanson & Strahn, Inc. Recorded: Unrecorded Description: Township 22 North - Range 117 West, 61h P.M. Section 21: SEANWA, W/2SW/4 Containing 120.00 acres, more or less. Page 7 of 11 _;020 29. Lessor: State of Wyoming, acting by and through its Board of Land Commissioners State of Wyoming Serial 00-0640 Lease Effective Date: October 2, 2000 Original Lessee: Hanson & Strahn, Inc. Recorded: Unrecorded Description: Township 22 North - Range 117 West 6th P.M. Section 29: NW/4NE/4 Containing 40.00 acres, more or less. 30. Lessor: John Ronald Thompson, Individually and as Partner of Thompson Land and Livestock Company and John Ronald Thompson, as Attorney-in- Fact for Norene Thompson aka Norene M. Thompson aka Norene Murdock Thompson, Stanley Gene Thompson, Jr., William T. Thompson, Don Mark Thompson, Ted Harold Thompson and Carole Ann Thompson Goodman, Partners of Thompson Land and Livestock Inc. Lease Date: June 30, 2004 Original Lessee: Hanson & Strahn, Inc. Recorded: Book 565, Page 0300 Description: Township 22 North - Range 117 West, 6`h P.M. Section 22: S/2NE/4, E/2NW/4 Section 29: E/2NE/4, SE/4 Section 32: NEA Section 33: SW/4NW/4, NW/4SW/4 Containing 640.00 acres, more or less. 31. Lessor: Anne L. Bagley, Life Tenant, Robert Bernard Fox and Joy S. Fox, H&W, Remaindermen Lease Date: September 1, 2008 Original Lessee: Gary-Williams Production Company Recorded: Description: Book 729, Page 188 Township 22 North - Range 117 West 6th P.M. Section 1: Lots 7(32.09), 8(40.00), 12(7.95), Resurvey Tracts 53(120.00), 54(80.00) & 55(160.00) Section 12: Resurvey Tract 50 (80.00), Lots 2(32.01), 3(.07), 4(.11), 5(.12), NE/4SW/4, S/2SW/4 Sections 1 & 12: Resurvey Tracts 51(160.00) and 52(80.00) Section 11: S/2SE/4 Sections 12 & 13: Resurvey Tract 49(160.00) Section 13: Resurvey Tract 48(80.00), Lots 2(32.01), 3(31.93), E/2SE/4 Section 14: NEANWA, NW/4NE/4. Township 22 North - Range 116 West, 61h P.M. Section 6 & 7: Resurvey Tract 47(167.35) Section 7: Resurvey Tract 46A(40.00) Sections 7 & 18: Resurvey Tract 46(164.29) Containing 1827.93 acres, more or less Page 8 of 11 4'Z1 32. Lessor: J. Walter Dimond and Norma C. Dimond, as Trustees under the J. Walter Dimond Inter Vivos Revocable Family Trust dated January 12, 1979 Lease Date: September 8, 2006 Original Lessee: Gary-Williams Production Company Recorded: Book 729, Page 164 Description: Township 22 North - Range 117 West, 6th P.M. Section 1: Lots 7(32.09), 8(40.00), 12(7.95), Resurvey Tracts 53(120.00), 54(80.00) & 55(160.00) Township 22 North - Range 116 West, 6ch P.M. Sections 6 and 7: Resurvey Tract 47(167.35) Containing 607.39 acres, more or less. 33. Lessor: William Edward Sutton, MMDSSP Lease Date: May 9, 2009 Original Lessee: Gary-Williams Production Company Recorded: Book 729, Page 173 (Memorandum) Description: Township 22 North - Range 117 West, 6"' P.M. Sections 1 & 12: Resurvey Tracts 51(160.00), 52(80.00) Section 11: S/2SE/4 Section 12: Lots 2(32.01), 3(.07), 4(.11), 5(.12), NEASW/4, S/2SW/4 Sections 12 & 13: Resurvey Tract 49(160.00) Section 13: Lots 2(32.01), 3(31.93), E/2SE/4, Resurvey Tract 48(80.00) Section 14: NE/4NW/4, NW/4NE/4 Containing 936.25 acres, more or less. 34. Lessor: Ralph S. Sutton, Trustee, or his successor(s) in trust, under the Ralph S. Sutton Living Trust dated August 7, 1990 Lease Date: May 18, 2009 Original Lessee: Gary-Williams Production Company Recorded: Book 729, Page 176 (Memorandum) Description: Township 22 North - Range 117 West, 6`h P.M. Sections 1 & 12: Resurvey Tracts 51(160.00), 52(80.00) Section 11: S/2SE/4 Section 12: Lots 2(32.01), 3(.07), 4(.11), 5(.12), NE/4SW/4, S/2SW/4 Sections 12 & 13: Resurvey Tract 49(160.00) Section 13: Lots 2(32.01), 3(31.93), E/2SE/4, Resurvey Tract 48(80.00) Section 14: NEANW/4, NW/4NE/4 Containing 936.25 acres, more or less. Page 9 of 11 ~~0V~422 35. Lessor: Carol Jean Sutton Lease Date: May 9, 2009 Original Lessee: Gary-Williams Production Company Recorded: Book 729, Page 179 (Memorandum) Description: Township 22 North - Range 117 West, 6th P.M. Sections 1 & 12: Resurvey Tracts 51(160.00), 52(80.00) Section 11: S/2SE/4 Section 12: Lots 2(32.01), 3(.07), 4(.11), 5(.12), NE/4SW/4, S/2SW/4 Sections 12 & 13: Resurvey Tract 49(160.00) Section 13: Lots 2(32.01), 3(31.93), E/2SE/4, Resurvey Tract 48(80.00) Section 14: NE/4NW/4, NW/4NE/4 Containing 936.25 acres, more or less. 36. Lessor: Richard R. Sutton Lease Date: May 9, 2009 Original Lessee: Gary-Williams Production Company Recorded: Book 729, Page 185 (Memorandum) Description: Township 22 North - Range 117 West 6th P.M. Sections 1 & 12: Resurvey Tracts 51(160.00), 52(80.00) Section 11: S/2SE/4 Section 12: Lots 2(32.01), 3(.07), 4(.11), 5(.12), NE/4SW/4, S/2SW/4 Sections 12 & 13: Resurvey Tract 49(160.00) Section 13: Lots 2(32.01), 3(31.93), E/2SE/4, Resurvey Tract 48(80.00) Section 14: NE/4NW/4, NW/4NE/4 Containing 936.25 acres, more or less. 37. Lessor: Kenneth B. Sutton Lease Date: May 14, 2009 Original Lessee: Gary-Williams Production Company Recorded: Book 729, Page 182 (Memorandum) Description: Township 22 North - Range 117 West, 6th P.M. Sections 1 & 12: Resurvey Tracts 51(160.00), 52(80.00) Section 11: S/2SE/4 Section 12: Lots 2(32.01), 3(.07), 4(.11), 5(.12), NE/4SW/4, S/2SW/4 Sections 12 & 13: Resurvey Tract 49(160.00) Section 13: Lots 2(32.01), 3(31.93), E/2SE/4, Resurvey Tract 48(80.00) Section 14: NE/4NW/4, NW/4NE/4 Containing 936.25 acres, more or less. Page 10 of 11 38. C 1 Ov4! Z 3 Lessor: Helen R. Snedden, as Trustee of the Helen R. Snedden Revocable Trust dated January 1, 2003 Lease Date: October 6, 2006 Original Lessee: Gary-Williams Production Company Recorded: Book 729, Page 170 Description: INSOFAR AS IT COVERS: Township 22 North - Range 116 West, 6"' P.M. Section 18: Lots 3(11.08) of Resurvey Tract 45, 5(26.75) of Resurvey Tract 45, 7(17.86) of Resurvey Tract 45, 8(25.94) of Resurvey Tract 45, 9(40.17) of Resurvey Tract 45, 10(35.21) of Resurvey Tract 45, 11(39.01) of Resurvey Tract 45, 13(40.17) of Resurvey Tract 45, 14(25.98) of Resurvey Tract 45, 15(6.60) of Resurvey Tract 45, 17(5.26) of Resurvey Tract 45, 19(.43) of Resurvey Tract 45, 12(1.17) of Resurvey Tract 44, 16(19.50) of Resurvey Tract 44, 18(35.07) of Resurvey Tract 44, 20(39.92) of Resurvey Tract 44 Containing 370.12 acres, more or less. 39. Lessor: Marguerite Daneluk, as Trustee of the Marguerite Daneluk Trust dated October 14, 2005 Lease Date: October 6, 2006 Original Lessee: Gary-Williams Production Company Recorded: Book 729, Page 167 Description: INSOFAR AS IT COVERS: Township 22 North - Range 116 West, 6"' P.M. Section 18: Lots 3(11.08) of Resurvey Tract 45, 5(26.75) of Resurvey Tract 45, 7(17.86) of Resurvey Tract 45, 8(25.94) of Resurvey Tract 45, 9(40.17) of Resurvey Tract 45, 10(35.21) of Resurvey Tract 45, 11(39.01) of Resurvey Tract 45, 13(40.17) of Resurvey Tract 45, 14(25.98) of Resurvey Tract 45, 15(6.60) of Resurvey Tract 45, 17(5.26) of Resurvey Tract 45, 19(.43) of Resurvey Tract 45, 12(1.17) of Resurvey Tract 44, 16(19.50) of Resurvey Tract 44, 18(35.07) of Resurvey Tract 44, 20(39.92) of Resurvey Tract 44 Containing 370.12 acres, more or less. Page 11 of 11