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Home My WebLink About955441STATE OF WYOMING COUNTY OF LINCOLN HOUSTON 1085746v.3 RECEIVED 9/13/2010 r ''AM RECEIVING 955447 BOOK: 753 PAGE: 526 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY ASSIGNMENT AND BILL OF SALE r. 17.7 ),(4 This ASSIGNMENT AND BILL OF SALE (this "Assignment dated August 31, 2010, but effective as of July 1, 2010 "Effective Time is from BP America Production Company, a Delaware corporation, with an office at 501 WestLake Park Boulevard, Houston, Texas 77079 "Assignor to Merit Management Partners I, L.P., Merit Management Partners II, L.P., Merit Management Partners III, L.P., Merit Energy Partners III, L.P., Merit Energy Partners E -III, L.P., and Merit Energy Partners F -III, L.P., each a Delaware limited partnership, with an office at 13727 Noel Road, Suite 500, Dallas, Texas 75240 (hereinafter referred to collectively as "Assignee Assignor and Assignee sometimes individually, a "Party" and collectively, the "Parties FOR Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby ASSIGNS and TRANSFERS to Assignee all of Assignor's right, title and interest (real, personal, mixed, contractual or otherwise) in, to and under or derived from the properties and interests described on Exhibit "A" attached hereto and made a part hereof, provided that Assignor expressly excepts, reserves and retains, unto itself, its affiliates, successors and assigns the Excluded Properties (as defined in the Purchase and Sale Agreement identified in paragraph 4 below). Such properties and interests assigned hereby, less and except the Excluded Properties, are referred to herein as the "Properties Assignor warrants title to its interest in the Properties, subject to the Permitted Encumbrances (as defined in the Purchase and Sale Agreement identified in paragraph 4 below), unto Assignee, its successors and assigns, against all persons claiming or to claim the same or any part thereof by, through or under Assignor, but not otherwise. THE PROPERTIES ARE ASSIGNED "AS IS AND, EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE AND AS EXPRESSLY PROVIDED IN THE PURCHASE AND SALE AGREEMENT HEREINAFTER DESCRIBED, ASSIGNOR MAKES NO, AND EXPRESSLY DISCLAIMS AND NEGATES ANY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO (a) MERCHANTABILITY OF THE PROPERTIES, (b) FITNESS OF THE PROPERTIES FOR ANY PARTICULAR PURPOSE, (c) CONDITION OF THE PROPERTIES, (d) CONFORMITY OF THE PROPERTIES TO MODELS OR SAMPLES OF MATERIALS AND (e) TITLE TO THE PROPERTIES. TO HAVE AND TO HOLD the Properties subject to the following terms and conditions: 1. Agreements. This Assignment is made subject to and is burdened by the terns, covenants and conditions contained in all valid and subsisting contracts, agreements and instruments associated with or burdening the Properties, and Assignee agrees to be bound by, assume the obligations arising under, and perform all of the terns, covenants and conditions contained therein. The Properties are assigned by Assignor subject to the Permitted Encumbrances. Further Assignor retains the non- exclusive rights of ingress and egress across, Assignment Bill of Sale 7 over and upon the lands included in the Properties to the extent such retention does not contravene any existing agreements or rights of Third Parties, for the purposes of Assignor's retained interests, and rights and obligations retained by Assignor under the Purchase and Sale Agreement identified in paragraph 4 below. 2. Compliance With Laws. This Assignment is made subject to all applicable laws, statutes, ordinances, permits, decrees, orders, judgments, rules and regulations that are promulgated, issued or enacted by a governmental entity having jurisdiction, and Assignee agrees to comply with the same. 3. Successors and Assigns. The terrns, covenants and conditions contained in this Assignment are binding upon and inure to the benefit of the Parties and their respective successors and assigns, and such terns, covenants and conditions are covenants running with the land and with each subsequent transfer or assignment of the Properties or any part thereof 4. Purchase and Sale Agreement. This Assignment is made in accordance with and is subject to the terms, covenants and conditions contained in that certain Purchase and Sale Agreement dated July 24, 2010, by and between Assignor and Assignee (as amended, the "Purchase and Sale Agreement a copy of which can be obtained from Assignee at the above referenced address. The terms, covenants and conditions of the Purchase and Sale Agreement are incorporated herein by reference, and if there is a conflict between the provisions of the Purchase and Sale Agreement and this Assignment, the provisions of the Purchase and Sale Agreement shall control. HOUSTON 1085746v.3 [signature page, follows] Assignment Bill of Sale EXECUTED on the day and year first referenced above, but effective as of the Effective Time. ASSIGNOR BP AMERICA PRO U__ TION COMPANY By: Name: Stacey J. Garvin Title: Attorney -in -Fact HOUSTON 1085746v.3 5 a11R{y BP Signature Page to Assignment Bill of Sale ASSIGNEE MERIT MANAGEMENT PARTNERS I, L.P. MERIT MANAGEMENT PARTNERS II, L.P. MERIT MANAGEMENT PARTNERS III, L.P. MERIT ENERGY PARTNERS III, L.P. By: Merit Management Partners GP, LLC, general partner By de*- Name: Title: V ies. cts;cM ;Se.) MERIT ENERGY PARTNERS E -III, L.P. By: Merit Management Partners II, L.P., general partner By: Merit Management Partners GP, LLC, general partner By: Name:C kris5 pkce- S. Title: ViLcc S12(4.,i+' MERIT ENERGY PARTNERS F -III, L.P. By: Merit Management Partners III, L.P., general partner By: Merit Management Partners GP, LLC, general partner By: Nam Title: r r1.5 ►0(CAJ HOUSTON I085746v.3 Merit Signature Page to Assignment Bill of Sale STATE OF TEXAS COUNTY OF HARRIS My Commission Expires: STATE OF TEXAS COUNTY OF HARRIS My Commission Expires: HOUSTON I085746v.3 On this 3001 day of August, 2010, before me appeared Stacey J. Garvin, to me personally known, who, being by me duly sworn, did say that he is Attorney -in -Fact for BP AMERICA PRODUCTION COMPANY, and that said instrument was signed on behalf of said corporation. Given under my hand and seal this 3D day of August, 2010. 4"'" .,f",,,F- _,r',1^1„/�..I 11 11 ti �anniru LINDA SUE BEEM BURNS Notary Public, State of Texas Commission Expires 10 -27 -2012 DEBRA L. VINCENT Notary Public, State of Texas Commission Exaires 08-28-2011 &Au- fki4te Nubic, State of Texas Name (Typed or Printed) Notary's Identification Number Q this S day of 2010, before me appeared L- r'�-1' t,S T� e, to me per nally known, who, being by me duly sworn, did say that he is I (R p ii for MERIT MANAGEMENT PARTNERS GP, LLC, the general partner of each of MERIT MANAGEMENT PARTNERS I, L.P.; MERIT MANAGEMENT PARTNERS II, L.P., the general partner of MERIT ENERGY PARTNERS E- III, L.P.; MERIT MANAGEMENT PARTNERS III, L.P., the general partner of MERIT ENERGY PARTNERS F -III, L.P.; and MERIT ENERGY PARTNERS III, L.P., and that said instrument was signed on behalf of said entities. Given under my hand and seal this St day of 2010. Notary Public, State of Texas Name (Typed or Printed) Notary's Identification Number Notary Page to Assignment Bill of Sale ?531