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RECEIVED at 12:03 PM
RECEIVING 958916
BOOK: 765 PAGE: 498
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
(herein referred to as "Assignee
000498
Exit Channel Fed (Frontier) 34 -1
Exit Channel FED (Dak&Front) 26 -1
STATE OF WYOMING PLEASE RETURN�4:
TOGAC
COUNTY OF LINCOLN P O BOX 671787
HOUSTON, TX 77267 1787
This Assignment, Bill of Sale and Conveyance "Assignment dated effective as of
April 1, 2011 at 7:00 a.m. Central Standard Time (the "Effective Time is made by Wilbanks
Acquisitions II, LLC, a Colorado limited liability company whose address is 1610 Wynkoop
St., Suite 200, Denver, CO 80202, and Energy Properties 2006 -I, LLC, a Colorado limited
liability company, whose address is 1610 Wynkoop St., Suite 200, Denver, CO 80202 (herein
referred to as "Assignor and
Finley Resources, Inc. a
whose address is
P 0 Box 2200
Fort Worth, TX 76113
For and in consideration. of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does
hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND
DELIVER unto Assignee, subject to the terms and reservations hereof, all of Assignor's right,
title and interest in and to the following (the "Properties
(1) All Oil, Gas and Mineral (or Oil and Gas) Leases described in Exhibit "A" attached
hereto and made a part hereof, as extended or amended (hereinafter referred to as the
"Leases
(2) All presently existing unitization and pooling agreements and statutorily, judicially or
administratively created drilling, spacing and/or production units, whether recorded or
unrecorded, which relate to the Leases, and all of Assignor's interests in and to the
Properties covered or units created thereby which are attributable to the Leases;
All presently existing and valid oil, casinghead gas and gas sales, operating, farmout,
pooling, purchase, exchange and processing contracts and agreements, partnership and
joint venture agreements and any other contacts, agreements and instruments which
pertain to the Leases or any properties pooled or unitized therewith;
(4) All oil and gas and associated hydrocarbons stored upon or produced from the Leases or
any properties pooled or unitized therewith from and after the Effective Time, which are
attributable to the Leases;
All easements, permits, licenses, servitudes, rights of way, pipelines, power lines,
telephone and telegraph lines, communications facilities and all other rights and
appurtenances situated on or used in connection with the Leases or any properties pooled
or unitized therewith;
(6) All obligations, liabilities and responsibilities as to gas imbalances, if any, attributable to
the Properties as of the Effective Time; and
All tangible personal property, equipment, fixtures and improvements including, but not
by way of limitation, all oil and gas wells, injection wells, salt water disposal facilities,
well heads, casing, tubing, pumps, motors, gauges, valves, heaters, treaters, gathering
lines, flow lines, gas lines, gas processing and compression facilities (specifically
including the existing processing and compression facility), water lines, vessels, tanks,
Sale No. 242C
Lot 49
000499
boilers, separators, fixtures, platforms, machinery, tools, treating equipment, compressors
and other equipment, pipelines, powerlines, telephone and telegraph lines, transportation
and communication facilities, and other appurtenances situated upon the lands covered by
the Leases conveyed herein or any land or lands pooled or unitized therewith or used or
obtained in connection with the production, treating, storing or transportation of oil, gas
and other hydrocarbons or minerals therefrom;
It is the intent of the Assignor to convey and this Assignment hereby conveys to
Assignee, subject to the reservations and conditions herein contained, all of Assignor's right,
title, and interest, from and after the Effective Time, in and to the Properties, regardless of the
omission of any lease or leases, errors in description, any incorrect or misspelled names or any
transcribed or incorrect recording references.
Assignor specifically excepts from this Assignment and reserve unto itself, and its
successors and assigns, the following:
(1) All right, title and interests in and to all fee simple mineral interests.
(2) All right, title and interests in and to all lands, leases and associated rights
listed on the attached Exhibit "A INSOFAR and ONLY,, INSOFAR as such
rights relate to the wellbore only of the following wells;
TO HAVE AND TO HOLD all and singular such Properties together with all rights,
titles, interests, estates, remedies, powers and privileges thereunto appertaining unto Assignee
and Assignee's successors and assigns forever; subject, to the following matters:
(a) all Lessors' royalties, overriding royalties and other burdens, reversionary
interests and similar burdens as shown of record;
(b) all easements, rights -of -way, servitudes, permits, surface leases and other
rights in respect of surface operations;
the terms and conditions of the Leases and other agreements affecting the
Properties;
(d) all rights reserved to or vested in any municipality or governmental, tribal,
statutory or public authority to control or regulate any of the Properties in
any manner, and all applicable laws, rules and orders of governmental and
tribal authority; and
(c)
(e) all gas contracts, crude oil purchase contracts, operating agreements,
division orders and transfer orders affecting the Properties.
Assignor also hereby grants and transfers to Assignee, its successors and assigns, to the
extent so transferable, the benefit of, and the right to enforce, the covenants and warranties, if
any, which Assignor is entitled to enforce with respect to Assignor's predecessors in title to the
Properties.
Assignor does hereby bind itself, its heirs, successors and assigns, to warrant and forever
defend all and singular title to the Properties unto Assignee, Assignee's successors and assigns,
against every person whomsoever lawfully claiming or to claim the same or any part thereof, by
through or under Assignor, but not otherwise.
Assignee hereby assumes and shall be responsible for and comply with all duties and
obligations, express or implied, arising on or after the Effective Time with respect to the Properties,
including, without limitation, (1) those arising under or by virtue of any lease, contract, agreement,
Sale No. 242C
Lot 49
000500
document, permit, law, statute, rule, regulation or order of any governmental authority or court
(specifically including, without limitation, any governmental request or other requirement to plug,
re -plug or abandon any well of whatsoever type, status or classification, or take any clean -up,
remedial or other action with respect to the Properties), (2) any obligations related to joint interest
billing amounts invoiced by the operators of the Properties and attributable to periods of time after
the Effective Time, (3) any gas overproduction, regardless of the period of production, (4)
preferential rights to purchase and (5) third party consents. In addition, Assignee hereby assumes
and shall be responsible for and pay all claims affecting or arising, directly or indirectly, at any time
in connection with the Properties for environmental cleanup, remediation, or compliance, or for any
other relief, arising directly or indirectly from or incident to, the use, occupation, operation,
maintenance or abandonment of or production from the Properties, or condition of the Properties,
whether latent or patent, including, without limitation, contamination of the Properties or premises
with naturally occurring radioactive material "NORM or other hazardous wastes and substances,
and whether or not arising solely from or contributed to by the negligence in any folin, whether
active or passive, or of any kind or nature, of Assignor or its predecessors in title or their respective
agents, employees or contractors; and shall defend, indemnify and hold Assignor harmless from any
and all claims, causes, actions or liabilities arising, asserted or due at any time in connection with
the foregoing, whether arising, occurring or accruing before or after the Effective Time.
Except as otherwise provided hereinabove, it is expressly understood and agreed that (i)
Assignor shall be responsible for, and shall indemnify and hold Assignee harmless from, all claims,
costs, expenses and liabilities which arise or accrue prior to the Effective Time with respect to the
Properties; (ii) Assignee shall be responsible for, and shall indemnify and hold Assignor harmless
from, all claims, costs, expenses and liabilities which arise or accrue after the Effective time with
respect to the portion of the Properties assigned hereunder; (iii) Assignor shall be entitled to receive
all revenues attributable to oil, gas or hydrocarbons produced from the Properties prior to the
Effective Time; and (iv) Assignee shall be entitled to receive all revenues attributable to oil, gas or
other hydrocarbons produced from the portion of the Properties assigned hereunder to Assignee
after the Effective Time.
Assignee hereby agrees to indemnify and hold harmless Assignor from and against any
and all claims, demands, losses, costs, expenses, obligations, liabilities, actual and punitive
damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees
that Assignor might incur or suffer which arise in connection with, result from or relate to,
directly or indirectly, in whole or in part, (i) any liability or obligation of any kind or nature, past,
present or future, fixed or contingent, known or unknown, approximate or remote, accrued or
unaccrued, which is related in any way to any event which occurred on or about the Properties
either prior to or after the Effective Time of this Assignment, including any personal injury claim
made against Assignor (or its employees or agents) which occurred, or such claim arose, either
prior to or after the Effective Time of this Assignment and regardless of whether such injury or
claim related to the sole, joint or concurrent negligence of Assignor (or Assignor's agents or
employees) or the sole, joint or concurrent negligence of Assignee (or Assignee's agents or
employees) or (ii) any claim, demand, loss, cost, expense, obligation, liability, action or punitive
damage recovery, deficiency or penalty (including reasonable attorneys' fees) related to or
arising out of any environmental pollution, including, without limitation, any contaminant,
irritant or pollutant, including petroleum products from any spill, discharge, leak, emission,
escape, injection, dumping or release of any kind whatsoever of any substance or any exposure
of any type which may have occurred on the Properties either prior to or after the Effective Time
of this Assignment regardless of whether such loss results from the sole, joint or concurrent
negligence of Assignor (or Assignor's agents or employees) or the sole, joint or concurrent
negligence of Assignee (or Assignee's agents or employees) or (iii) any and all debt, liability,
loss or claim which might arise as a result of any obligation of Assignor and be asserted against
Assignor subsequent to the Effective Time of this Assignment.
Assignee hereby assumes and agrees to pay, perfoitii and discharge all obligations and
liabilities of Assignor to the extent that such obligations are attributable to the Properties
including, without limitation, all costs, expenses, liabilities and governmental requirements
incident to the drilling, equipping, completing, operating, and plugging and abandoning of any
Sale No. 242C
Lot 49
well located on the leases or lands pooled therewith to the extent that Assignor is, prior to the
Effective Time, liable for such costs, expenses and liabilities; and Assignee agrees to indemnify
and hold Assignor harmless from and against any and all claims, demands, and causes of action
of every kind and character arising out of, incident to or resulting directly or indirectly from
operations or activities conducted by Assignee after the Effective Time with respect to the
Properties. Assignee shall pay all sales and use taxes, filing and recording fees occasioned by or
required in connection with the sale and transfer of the Properties.
All equipment and other personal property forming any part of the Properties is
hereby transferred subject to normal wear and tear and without warranties of any kind
whatsoever, whether expressed or implied, and are sold "AS IS AND WITH ALL FAULTS
AND DEFECTS" and "WITH NO WARRANTY AS TO MERCHANTABILITY, FITNESS
OR SUITABILITY FOR ANY PARTICULAR PURPOSE
THIS ASSIGNMENT IS MADE (i) WITHOUT ANY WARRANTY OR
REPRESENTATION OF TITLE, EITHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, (ii) WITHOUT ANY EXPRESS, IMPLIED, STATUTORY OR OTHER
WARRANTY OR REPRESENTATION AS TO THE CONDITION, QUANTITY,
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO MODELS
OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY OF THE
PROPERTIES OR ITS FITNESS FOR ANY PURPOSE; AND (iii) WITHOUT ANY
OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR
REPRESENTATION WHATSOEVER.
This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee
and their respective successors and assigns.
IN WITNESS WHEREOF, the undersigned have executed this instrument on the date of the
acknowledgments annexed hereto, but effective for all purposes as of the Effective Time.
ASSIGNOR:
ASSIGNEE:
Wilbanks Acquisitions II, LLC
Energy Properties 2006 -I, LLC
By: Wilbanks Reserve Corporation, Manager
By:
J. s Wilbanks, President
By:
Finley Resources, Inc.
�rikor.
H. K0e4 J U c-e. P h sfde'1
000501
Sale No. 242C
Lot 49
STATE OF COLORADO
COUNTY OF DENVER
Before me, the undersigned, a Notary Public in and for said County and State, on this day
personally appeared James O. Wilbanks 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 and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 4 day of
rd, rrG(gyj 2011.
Mc► '4
(Seal) o
4 p'f■R
d J PUBLIC O
F OFco\
assion Expo
STATE OF Ct S
COUNTY OF 1 f 1'a
Before me, the undersigned, a Notary Public in and for said County and State, on this day
personally appeared h�o�, -14 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 and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 21 day of
,Ct I 2011.
(Seal)
MATTHEW COOPER
Notary Public, State of ions
My Commission Expitoi
August 25, 2014
ACKNOWLEDGMENT
l'ngkrut&
My Commission Expires: S /4/ Notary Public
My Commission No. r
000502
N..- Public
My Commission Expires: /p e `1
My Commission No.
Sale No. 242C
Lot 49
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