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Home My WebLink About963954STATE OF 0) 100)n COUNTY OF ),io'echn ASSIGNMENT AND BILL OF SALE Finley Resources Inc., whose address is 1308 Lake Street, Fort Worth, Texas 76102 "Assignors for and in consideration of ONE HUNDRED DOLLARS ($100.00) and other good and valuable consideration, receipt of which is hereby acknowledged, pursuant to a corporate reorganization, does hereby assign, transfer, grant and convey unto the affiliated parties and in the percentages listed opposite their respective names "Assignee hereinafter collectively referred to as "Assignee all of Assignor's right, title and interest in and to the following: (i) Finley Production Co., LP 1308 Lake Street Fort Worth, TX 76102 BDT Oil Gas, LP 1308 Lake Street Fort Worth, TX 76102 Grasslands Energy LP 1308 Lake Street Fort Worth, TX 76102 Metcalfe Oil, LP 1308 Lake Street Fort Worth, TX 76102 KNOW ALL MEN BY THESE PRESENTS THAT: 94% 3.0% 1.5% 1.5% The oil and gas leases, leasehold interests, mineral interests, overriding royalty interests, rights and interest attributable or allocable to the oil and gas leases or leasehold interests by virtue of pooling, unitization, communitization, and operating agreements, licenses, permits and other agreements, all more particularly described on Exhibit "A" hereto, limited as to the lands and depths indicated on Exhibit "A" (collectively the "Leases together with Assignors interests in and to all the property and rights incident thereto, including, but not limited to, all rights in, to and under all agreements, product purchase and sale contracts, leases, permits, rights of way, easements, licenses, farmouts, options, orders, and other contracts or agreements of a similar nature to the extent same relate to the Leases; (iv) All of Assignor's right to claim revenues or gas resulting from any underproduction attributable to Assignor's interest in the Leases. RECEIVED 4/5/2012 at 9:57 AM RECEIVING 963954 BOOK: 784 PAGE: 234 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY (iii) All unitization, communitization, pooling, and operating agreements, and the units created thereby which relate to the Leases or interest therein described on Exhibit "A" or which relate to any units or well located on the Leases, including any and all units formed under orders, regulations, rules, and other official act of the governmental authority having jurisdiction, together with any right, title and interest created thereby in the Leases; and 10234 (ii) The wells, equipment, material and other personal property, fixtures and improvements on the Leases as of the Effective Date (as hereinafter defined), appurtenant thereto or used or obtained in connection with the Leases or with the production, treatment, sale or disposal of hydrocarbons or waste produced therefrom or attributable thereto, and all other appurtenances thereunto belonging (the "Equipment provided, however, the Equipment shall not include vehicles, communications equipment, tools, warehouse stock, compressors or lease equipment located on the Leases; All of Assignor's interest in the above mentioned assets is herein collectively referred to as the "Interests Without limiting the foregoing, the term "Interest as used herein, refers to and Assignor herein transfers and conveys to Assignee for the consideration stated herein, all of Assignor's right, title and interest in and to all oil, gas leasehold, mineral and royalty estates by which Assignor own rights and interests in and to oil, gas and other minerals in the lands described in or covered by any of the leases specifically described on Exhibit A and /or any wells located on any of the leases or pooled or unitized therewith, regardless of whether such oil, gas and/or mineral leases, wells or units are described in Exhibit A or are incorrectly or inadequately described in Exhibit A, subject to all limitations and /or restrictions set forth on Exhibit A. TO HAVE AND HOLD the Interests unto, Assignee, its successors and assigns, forever, subject to the following terms and conditions: 1. This Assignment is accepted to, and Assignee agrees to assume and perform any and all of the liabilities and obligations, or alleged or threatened liabilities and obligations, of Assignor under the Interests and existing oil and gas leases, assignments, operating agreements, product purchase and sale contracts, leases, permits, rights -of -way, licenses, easements, options, orders, and any other agreements or contracts attributable to and affecting the Interests, including but no limited to, any and all obligations (i) to pay and deliver royalties, overriding royalties, non participating royalties and other burdens on production, (ii) in connection with or arising out of balancing of overproduction or underproduction from the Interests, and (iii) in compliance with all laws and governmental regulations with respect to the Interests including, but not limited to, the lawful plugging and abandonment of oil and gas wells and the restorations of the surface of the land as nearly as possible to its pre -lease conditions, whether or no such liabilities and obligations, or alleged or threatened liabilities and obligations, are caused by Assignor's negligence and whether or not such liabilities and obligations, or alleged or threatened liabilities and obligations, arise during the period of, or from, or in connection with Assignor's ownership or operation of the Interests. Without limitation of the foregoing, Assignee agrees to assume and perform any and all of the liabilities and obligations, or alleged or threatened liabilities and obligations, of Assignor for claims, losses, damages, costs, expenses, diminutions in value, suits, and causes of action of any kind or character, with respect to the environmental condition of the Interests, regardless of when the events occurred that caused such condition to exist and whether or not caused by or attributable to Assignor's negligence. Assignee shall, to the fullest extent permitted by law, protect, defend, indemnify and hold Assignor and its directors, officer, employees, agents and representatives of each of them, harmless from and against any and all claims, losses, damages, costs expenses, diminutions in value, suits, causes of action or judgments of any kind or character with respect to but not limited to, any interest, penalty and any attorneys' fees and other costs and expenses incurred in connection with investigating or defending any claims or actions, whether or not resulting in any liability, attributable to or arising out of (i) ownership or operation of the Interests subsequent to the Effective Date, and (ii) Assignee's assumption of any liability or obligation in accordance with this paragraph. THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS ASSIGNMENT AND BILL OF SALE SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, OR OTHER FAULT OF ASSIGNOR. 2. THIS ASSIGNMENT AND BILL OF SALE IS EXECUTED, DELIVERED, AND ACCEPTED WITHOUT ANY REPRESENTATION, WARRANTY OR COVENANT OF TITLE OF ANY KIND OR NATURE, EITHER EXPRESS, IMPLIED OR STATUTORY, THE INTERESTS ARE BEING CONVEYED AND ASSIGNED TO AND ACCEPTED BY THE ASSIGNEE IN THEIR "AS IS, WHERE IS" CONDITION 00235 3. TO THE EXTENT APPLICABLE TO THE INTEREST OR ANY PORTION THEREOF, ASSIGNEE HEREBY WAIVES THE PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES ACT, CHAPTER 17, SUBCHAPTER E, SECTIONS 17.41 THROUGH 17.63, INCLUSIVE (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED), OF THE TEXAS BUSINESS COMMERCIAL CODE. 4. This Assignment and Bill of Sale shall inure to the benefit of and be binding upon the parties hereto, their heirs, successors and assigns. IN WITNESS WHEREOF, this instrument is executed the day of March, 2012, but shall be effective as of the 1st day of March, 2012 (the "Effective Date ASSIGNOR: AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, WITHOUT ANY REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR NATURE, EXPRESS IMPLIED OR STATUTORY, INCLUDED BUT NOT LIMITED TO WARRANTIES OF MARKETABILITY, QUALITY, CONDITION, MERCHANTABILITY, AND /OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IT IS UNDERSTOOD AND AGREED THAT ASSIGNEE SHALL ACCEPT ALL OF THE SAME IN THEIR "AS I S, WHERE IS" CONDITION AND STATE OF REPAIR AND WITH ALL FAULTS AND DEFECTS, INCLUDING, BUT NOT LIMITED TO, THE PRESENCE OF NATURALLY OCCURRING RADIOACTIVE MATERIAL (NORM). IN ADDITION, ASSIGNOR MAKES NO REPRESENTATION, COVENANT OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA DELIVERED TO ASSIGNEE WITH RESPECT TO THE INTERESTS, OR CONCERNING THE QUALITY OR QUANTITY OF HYDROCARBON RESERVES, IF ANY, ATTRIBUTABLE TO THE INTERESTS, OR THE ABILITY OF THE INTERESTS TO PRODUCE HYDROCARBONS, OR THE PRICES WHICH ASSIGNEE IS OR WILL BE ENTITLED TO RECEIVE FOR ANY SUCH HYDROCARBONS. Finley Resources Inc. Clinton Koerth, Vice -Pres. 00236 STATE OF TEXAS COUNTY OF TARRANT The foregoing instrument was acknowledged before me on this day of March, 2012, by Clinton Koerth as Vice -P esidnet of Finley Resources Inc. for the purposes herein stated. f a Notary Ply Ct.1oi,,, O 201 A ACKNOWLEDGEMENT 00237 Notary Public and for the tat f Texas r r r z z z 0 0 0 0 0 0 r r r z z z S 2 2 A A A c0 t0 0 0 0 0 0 0 0 O O 0 A W N CO CO N N CO Co CO W p J W (0 Z Z W W A A m N m z 0 N N W W N rn z m —I 00238