HomeMy WebLinkAbout971503STATE OF WYOMING
COUNTY OF LINCOLN
KCl•CI V CU o/ I //GU I o at I U. I
RECEIVING 971503 -13
BOOK: 813 PAGE: 755 6
JEANNE WAGNER lo 11 ,40
LINCOLN COUNTY CLERK, KEMMERER, WY
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
KNOW ALL MEN BY THESE PRESENTS:
THAT this Assignment, Bill of Sale and Conveyance (the "Assignment dated this 4th
day of June, 2013, but effective for all purposes as of May 1, 2013, at 7:00 A.M. Mountain Daylight
Time (the "Effective Time is by and between BLACK DIAMOND MINERALS, LLC, a
Delaware limited liability company, whose address is 1600 Stout Street, Suite 1710, Denver,
Colorado 80202 "Assignor and URBAN FUND II, LP, a Texas limited partnership, and
URBAN OIL AND GAS PARTNERS B -1, LP, a Delaware limited partnership, whose address
is 1000 E. 14 Street, Plano, Texas 75074 (collectively "Assignee
FOR AND IN CONSIDERATION of the sum of One Hundred Dollars ($100.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor does hereby sell, assign, transfer, convey and deliver unto Assignee all of Assignor's
right, title and interest in and to all of the following assets and properties (collectively, the
"Properties
(a) All oil and gas leases and oil, gas and mineral leases and leasehold estates,
including all royalty, overriding royalty, net profits and mineral interests, described in Exhibit A
(and any ratifications and /or amendments to such leases, whether or not such ratifications and
amendments are described in Exhibit A) (collectively, the "Leases which cover or affect the
lands described in Exhibit A (collectively, the "Lands together with all the property and rights
incident to such leasehold interests, including (i) all leasehold rights in any pooled, unitized or
communitized acreage by virtue of the Leases or Lands being a part thereof, (ii) all production
from the pool or Unit allocated to any such Leases, and (iii) all interests in any wells within the
pool or Unit associated with the Leases or Lands;
(b) All producing, nonproducing and shut -in or abandoned oil and gas wells,
salt water disposal wells, injection wells, and water wells located on the Leases or Lands or lands
pooled or unitized therewith (collectively, the "Wells including, without limitation, the wells
described on Exhibit B, and all personal property, equipment, fixtures, and other improvements
located on, related to, appurtenant to or used in connection with the Leases, Lands or Wells;
(c) All contracts and contractual rights and interests covering or affecting any
or all of the interests described in Paragraphs (a) and (b) above, including, without limitation, (i)
all farmout and farmin agreements, (ii) participation agreements, (iii) area of mutual interest
agreements, (iv) operating agreements, (v) production sales and purchase contracts, (vi) saltwater
disposal agreements, (vii) surface leases, (viii) division and transfer orders, (ix) all presently
existing and valid unitization, pooling and communitization agreements, declarations and orders
(including, without limitation, all agreements formed under Orders, rules, regulations, or other
official acts of any federal, state, or other authority having jurisdiction, and voluntary unitization
agreements, designations and /or declarations), and (x) licenses and other contracts or agreements
covering or affecting any or all of the interests described or referred to above;
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075 r-,
(d) All easements, rights -of -way, surface leases, surface use agreements,
licenses, authorizations, permits, waivers and similar rights and interests applicable to, or used in
connection with, any or all of the interests described in Paragraphs (a), (b) and (c) above;
(e) All oil, condensate, natural gas, natural gas liquids, other gases (including
carbon dioxide) and other minerals produced after the Effective Time attributable to the interests
described in Paragraphs (a), (b), (c) and (d) above;
(f) All original (or copies where originals do not exist) lease files; land files;
well files; gas and oil sales contract files; gas processing files; division order files; abstracts; title
opinions; land surveys; logs; maps; and other books, records files, and accounting records, in each
case to the extent related primarily and directly to any of the Properties, or used or held for use
primarily and directly in connection with the maintenance or operation thereof;
(g) To the extent transferable without the payment of fees or other penalties and
without the violation of any confidentiality or non disclosure agreement, all original (or copies
where originals do not exist) engineering, geological, seismic and geophysical files, data and
reports (including, without limitation, reserve reports), studies and evaluations (including, without
limitation, studies and evaluations by outside consultants and contractors), and other data, in each
case to the extent related primarily and directly to any of the Properties, or used or held for use
primarily and directly in connection with the maintenance or operation thereof; and
TO HAVE AND TO HOLD the Properties unto Assignee and its successors and
assigns forever, subject to the matters in this Assignment.
The Properties shall be owned by Assignees in the following proportions:
URBAN FUND II, LP: 88.7%
URBAN OIL AND GAS PARTNERS B -1, LP: 11.3%
Assignor binds itself and its successors and assigns to warrant and forever defend, all and
singular, title to the Properties unto Assignee, its successors and assigns, from and against all
persons claiming or to claim the Properties or any part thereof by, through or under Assignor, but
not otherwise. EXCEPT FOR THE SPECIAL WARRANTY OF TITLE EXPRESSLY
PROVIDED ABOVE, THIS ASSIGNMENT IS MADE WITHOUT REPRESENTATION OR
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY.
This Assignment is made by Assignor and accepted by Assignee subject to the terms
and conditions of that certain Purchase and Sale Agreement, dated May 1, 2013, by and
between Assignor and Assignee (the "Agreement which contains express indemnifications
by Assignor and Assignee. In the event of any conflict between this Agreement and this
Assignment, the Agreement will control.
Notwithstanding the above limitation of warranties, this Assignment is made with full
rights of substitution and subrogation of Assignee in and to all rights and actions of warranty
against previous owners, assignors and grantors.
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Assignor and Assignee agree to execute and deliver all such other and additional
assignments or other documents and to do all such other and further acts and things as may be
necessary to more fully and effectively grant, convey and assign to Assignee the Properties
assigned or intended to be assigned herein or to give effect to the reservations herein.
To facilitate the recording or filing of this Assignment, the counterpart to be recorded in a
given county may contain only that portion of the exhibits that describes Properties located in that
county. In addition to filing this Assignment, the parties hereto shall execute and file with the
appropriate authorities, whether federal, state or local, all forms or instruments required by
applicable law to effectuate the conveyance contemplated hereby. Said instruments shall be
deemed to contain all of the exceptions, reservations, rights, titles and privileges set forth herein
as fully as though the same were set forth in each such instrument. The interests conveyed by such
separate assignments are the same, and not in addition to the Assets conveyed herein.
This Assignment may be executed in multiple counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same instrument.
EXECUTED on the respective dates set forth in the acknowledgements below, but
effective for all purposes as of the Effective Time.
(REMAINING PORTION OF PAGE INTENTIONALLY LEFT BLANK)
Page3 of 5
ASSIGNOR:
BLACK DIAMOND MINERALS, LLC
By:
Page4of5
By �1�2°� >l
Scott D. Hall, CEO and President
ASSIGNEE:
URBAN FUND II, LP
By: Urban Fund II GP, LLC, General Partner
s_ L
Fred N. Diem, Vice President
By: Urban Fund II, LP, General Partner
URBAN OIL AND GAS PARTNERS B -1, LP
By: Urban Fund P, LLC, General Partner
By:
Fred N. Diem, Vice President
STATE OF COLORADO
CITY AND COUNTY OF DENVER
The foregoing instrument was acknowledged before me this 4 day of June, 2013, by Scott
D. Hall, as CEO and President of BLACK DIAMOND MINERALS, LLC, a Delaware limited
liability company, on behalf of said company.
CATHERINE E WALP
Notary Public
State of Colorado
Expires 09/09/2015
STATE OF COLORADO
CITY AND COUNTY OF DENVER
The foregoing instrument was acknowledged before me this 4 day of June, 2013, by Fred
N. Diem, as Vice President of URBAN FUND II GP, LLC, as General Partner of URBAN FUND
II, LP, a Texas limited partnership.
CATHERINE E WALP
Notary Public
State of Colorado
Expires 09/09/2015
STATE OF COLORADO
CITY AND COUNTY OF DENVER
CATHERINE E WALP
Notary Public
State of Colorado
Expires 09/09/2015
Page 5 of 5
Notary Public, State of C vjorado
Notary Public, State of CoYorado
The foregoing instrument was acknowledged before me this 4 day of June, 2013, by Fred
N. Diem, as Vice President of URBAN FUND II GP, LLC, as General Partner of URBAN FUND
II, LP, a General Partner of URBAN OIL AND GAS PARTNERS B -1, LP, a Delaware limited
partnership.
Notary Public, State of Co6rado
Recording
Data
Book 143PR
Page 638
Book 157PR
Page 427
Entry 526618
Lease Description
Section 18: Lots 1, 2, 3, E /2, E /2W/2
INSOFAR AND ONLY INSOFAR as the leased lands
contribute to the drill site spacing unit and limited to the
Christmann No. 1 wellbore and the vroduction therefrom.
Section 28: NW /4NE /4, NE /4NW /4, E /2E/2
INSOFAR AND ONLY INSOFAR as it covers the leased
lands, limited to the Frontier and Dakota formations.
limited in depth from the surface of the earth to a depth of
11,300 feet, which is the total depth drilled in the Whiskey
Buttes 1 -6 well.
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Lessee Name
John J. Christmann
Pacific Transmission
Supply Company
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Lessor Name
Frank William Sears et al.
II I USA WYW -54470
USA WYW -0 309532A
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