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BOOK: 809 PAGE: 656
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
This Assignment, Bill of Sale and Conveyance "Assignment dated effective November 1,
2012 (the "Effective Date is from HUNTER ENERGY LLC, 8000 South Chester Street, Suite
375, Centennial, Colorado 80112 "Assignor to LANDWELL ENERGY CORP., 98 Inverness
Drive East, Suite 350, Englewood, Colorado 80112 "Assignee
For $100.00 and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Assignor hereby sells, assigns, transfers and conveys to Assignee all of its
right, title and interest in and to the following real and personal property interests (collectively, the
"Assets
A. Leases. The working interest, record title interest and operating rights interest,
including all overriding royalty interests, in the oil and gas leases described in Exhibit A
(collectively, the "Leases and the oil, gas and all other hydrocarbons "Hydrocarbons attributable
to the Leases and the lands covered thereby (the "Lands and
B. Wells. All oil and gas wells and wellbores located on the Leases and Lands or
on land pooled or unitized therewith, whether producing, non producing, shut -in or abandoned; and
C. Contracts and Agreements. To the extent transferable, the contracts,
agreements, unitization, pooling and communitization agreements, declarations and orders, if any,
relating to the properties and interests described in subsections A and B and to the production of
Hydrocarbons, if any, attributable to said Leases and Lands.
D. Records. To the extent transferable, the files, records, data and information
related to the Leases and Lands.
TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever.
This Assignment is made subject to the following terms and conditions:
1. This Assignment is being made pursuant to the terms of the Purchase and Sale
Agreement effective as of November 1, 2012, as amended, between the parties (the "Agreement If
there is a conflict between the terms of this Assignment and the terms of the Agreement, the terms of
the Agreement shall control to the extent of the conflict Assignor and Assignee intend that the
terms of the Agreement remain separate and distinct from and not merge into the terms of this
Assignment.
2. ASSIGNOR MAKES NO WARRANTY OF TITLE OR OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY. THE ASSETS ARE CONVEYED TO ASSIGNEE
AS IS, WHERE IS, WITH NO OTHER WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY.
3. 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.
4. Assignee assumes and agrees to pay, perform, fulfill and discharge its proportionate
share of all claims, costs, expenses, liabilities and obligations accruing or relating to the owning,
developing, exploring, operating or maintaining of the Assets after the Effective Date, and all
obligations arising under agreements covering or relating to the Assets.
5. Assignor and 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 of the terms and
provisions 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 as, and not in addition to, the Assets
conveyed herein.
6. This Assignment may be executed in any number of counterparts, each of which shall
be deemed an original and all of which taken together shall constitute but one and the same
instrument.
EXECUTED on the dates contained in the acknowledgments of this Assignment, to be
effective for all purposes as of the Effective Date.
HUNTER ENERGY LLC
P. Gre
LAND
s, President
a Cox, President
STATE OF COLORADO
COUNTY OF ARAPAHOE
My C o m missIan E)411
STATE OF COLORADO
COUNTY OF ARAPAHOE
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and official seal.
ACKNOWLEDGEMENTS
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re and official seal.
Myetoutission Epee lo/05/
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The foregoing instrument was acknowledged before me this 3rd day of December
2012, by P. Greg Barns, as President, and Thomas M. Smith, as Liquidator, of Hunter Energy
LLC, a Delaware limited liability company, on behalf of such company.
�2
Notary Public
Name: Susan R. Howard
Address: 8000 S. Chester St.,
Centennial, CO 80112
The foregoing instrument was acknowledged before me this II day of De c.
2012, by Paul Cox, as President of Landwell Energy Corp., a Wyoming corporation, on behalf of
such corporation.
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