HomeMy WebLinkAbout972693Prepared by and after recording return to:
Black Stone Minerals Company, L.P.
1001 Fannin, Suite 2020
Houston, Texas 77002
Attn: Randi Collins
(713) 658-0647
52864271.1
RECEIVED 8/16/2013 at 11:01 AM
RECEIVING 972693
BOOK: 818 PAGE: 122
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
THIS ASSIGNMENT, CONVEYANCE AND BILL OF SALE (this "Assignment by
and among BLACK STONE NATURAL RESOURCES I, L.P., a Delaware limited partnership
"Assignor whose address is 1001 Fannin, Suite 2020, Houston, Texas 77002, and BLACK
STONE MINERALS COMPANY, L.P., a Delaware limited partnership ("BSMC"), whose address is
1001 Fannin, Suite 2020, Houston, Texas 77002 and MATAGORDA B1, LP, a Texas limited
partnership "Investor and together with BSMC, "Assignee whose address is c/o Sentinel
Trust Company, LBA, 2001 Kirby Drive, Suite 1200, Houston, Texas 77019, is effective at
12:02 a.m. (local time) on the 1 day of January, 2013 (said hour and day hereinafter called the
"Effective Time
Assignor for Ten and No /100 Dollars ($10.00) and other good and valuable consideration
in hand paid by each Assignee, the receipt and sufficiency of which consideration are hereby
acknowledged and confessed, by these presents does hereby GRANT, BARGAIN, SELL,
CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto (i) BSMC an undivided
94.333331% of the Conveyed Interests (as hereinafter defined) and (ii) Investor an undivided
5.666669 of the Conveyed Interests (collectively, the "Subject Assets
As used herein, the term "Conveyed Interests" shall mean all of Assignor's right, title and
interest in and to the (i) Fee Assets (as hereinafter defined), and (ii) Royalty Assets (as
hereinafter defined).
As used herein, the term "Fee Assets" shall mean (i) (a) all fee interests in oil, gas and
other minerals in, on or under the lands described in or covered by the conveyances or other
instruments described on Exhibit A attached hereto and made a part hereof for all purposes, and
(b) all other fee interests in oil, gas and other minerals in, on or under land located in any county
identified on Exhibit B attached hereto and made a part hereof for all purposes (collectively, the
"Fee Interests (ii) all rights and interests attributable or allocable to the Fee Interests by virtue
of any pooling, unitization, communitization, production sharing or similar agreement, order or
declaration; (iii) all rights with respect to the use and occupancy of the surface and subsurface
depths under the lands that are the subject of the Fee Interests or are pooled, unitized,
communitized or otherwise consolidated therewith; (iv) all agreements and contracts, easements,
rights -of -way, servitudes and other estates used or held for use in connection with the Fee
Interests; (v) all oil, gas and other hydrocarbons produced from or attributable to the Fee
Interests; and (vi) all personal property, whether tangible or intangible, related to or primarily
used in connection with the Fee Interests.
As used herein, the term "Royalty Assets" shall mean except to the extent constituting an
Associated Royalty Asset (as such term is defined in that certain Assignment and Bill of Sale
dated of even date herewith, by and among Assignor, BSAPI, Inc., Black Stone Energy
Company, L.L.C. and Matagorda WI, LLC) (i) all royalty interests, non participating royalty
interests, overriding royalty interests, production payment interests, net profits interests and other
similar interests in and to oil, gas and other minerals in, on or under (a) the lands covered by the
leases, conveyances or other instruments described on Exhibit A and any lands pooled, unitized,
communitized or consolidated therewith, and (b) any other lands located in any county identified
on Exhibit B (collectively, the "Royalty Interests (ii) all oil and gas wells located on the lands
subject to the Royalty Interests; (iii) all oil, gas and other hydrocarbons attributable or allocable
to the Royalty Interests; and (iv) all personal property, whether tangible or intangible, related to
or primarily used in connection with the Royalty Interests.
TO HAVE AND TO HOLD the applicable Subject Assets unto each Assignee, as
applicable, and each of their respective successors and assigns forever, subject, however, to the
terms and conditions of this Assignment.
Assignor warrants to each Assignee title to the Subject Assets assigned to such Assignee
against every person whomsoever lawfully claiming or to claim the same or any part thereof by,
through or under Assignor, but not otherwise.
This Assignment shall be governed by and interpreted in accordance with the laws of the
State of Texas without giving effect to principles thereof relating to conflicts of law rules that
would direct the application of the laws of another jurisdiction.
All of the provisions hereof shall inure to the benefit of and be binding upon Assignor
and each Assignee and their respective successors and assigns. All references herein to Assignor
or any Assignee shall include their respective successors and assigns.
Assignor and each Assignee agrees to take such further actions and to execute,
acknowledge and deliver all such additional instruments as may be necessary to fully and
effectively carry out the purposes and intents of this Assignment.
This Assignment may be executed in any number of counterparts, and each counterpart
hereof shall be deemed to be an original instrument, but all such counterparts shall constitute but
one instrument. To facilitate recording, counterparts for recording in a particular jurisdiction
may contain only the portion of Exhibit A setting forth descriptions or references to descriptions
of the Subject Assets that are located in such jurisdiction unless prohibited by state law, in which
case a complete counterpart of this Assignment will be recorded. A complete counterpart of this
Assignment containing a full description of all of the Subject Assets shall be recorded in Harris
County, Texas.
Each Assignee represents that it is exempt from state property transfer taxes and county
transfer taxes for the real property located in the State of Michigan pursuant to Michigan Statutes
Annotated §207.505(n) and §207.526(p).
52864271.1
-2-
0 _I_ 23
Pursuant to Kansas Statutes Annotated §79- 1437(e)(6), the Real Estate Sales Validation
Questionnaire referenced in Kansas Statutes Annotated §79- 1437(c) is not required in connection
with the transfers of title contemplated hereby.
52864271.1
-3-
0124
IN WITNESS WHEREOF, this Assignment has been executed by Assignor and each
Assignee on the dates reflected in their respective acknowledgments, to be effective, however, as
of the Effective Time.
52864271.1
ASSIGNOR:
BLACK STONE NATURAL RESOURCES I, L.P.,
a Delaware limited partnership
By: BSAPI GP, L.L.C.,
a Delaware limited liability company and
its general partner
By:
ASSIGNEES:
BLACK STONE MINERALS COMPANY, L.P.,
a Delaware limited partnership
By: Black Stone Natural Resources, L.L.C.,
a Delaware limited liability company and
its general partner
By:
MATAGORDABI, LP,
a Texas limited partnership
By: Federal Royalty, LLC,
a Delaware limited liability company and
its general partner
Bv:
SIGNATURE PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
Mark E. Robinson
Authorized Signatory
Mark E. Robinson
Authorized Signatory
9
ley J. Rainey
Vice President and Treasurer
0125
STATE OF TEXAS
COUNTY OF HARRIS
52864271.1
BE IT REMEMBERED, THAT I, the undersigned authority, a notary public duly
qualified, commissioned, sworn and acting in and for Harris County, Texas, and being
authorized in such county and state to take acknowledgments, hereby certify that, on this 19 day
of June, 2013, there personally appeared before me Mark E. Robinson, Authorized Signatory of
BSAPI GP, L.L.C, the general partner of Black Stone Natural Resources I, L.P., and I hereby
further certify as follows:
ALABAMA I, the undersigned notary in and for the said county and state, hereby
certify that Mark E. Robinson, whose name as an Authorized
Signatory of BSAPI GP, L.L.C., the general partner of the above
named Black Stone Natural Resources I, L.P., is signed to the
foregoing instrument, and who is known to me, acknowledged before
me on this day that, being informed of the contents of the instrument,
he, as such Authorized Signatory and with full authority, executed the
same voluntarily for and as the act of said limited partnership.
ALASKA, The foregoing instrument was acknowledged before me this 19 day
COLORADO, of June 2013 by Mark E. Robinson, Authorized Signatory of BSAPI
ILLINOIS, GP, L.L.C., the general partner of Black Stone Natural Resources I,
NEBRASKA, L.P., on behalf of Black Stone Natural Resources I, L.P., a limited
UTAH AND partnership.
VIRGINIA
ARKANSAS On this day before me, the undersigned notary, personally appeared
AND SOUTH Mark E. Robinson, who acknowledged himself to be an Authorized
DAKOTA Signatory of BSAPI GP, L.L.C., the general partner of the above
named Black Stone Natural Resources I, L.P. and that he, as such
Authorized Signatory, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the
name of the above named Black Stone Natural Resources I, L.P. by
him as Authorized Signatory of BSAPI GP, L.L.C., the general partner
of Black Stone Natural Resources I, L.P.
CALIFORNIA On this 19 day of June 2013 before me, personally appeared Mark E.
Robinson, Authorized Signatory of BSAPI GP, L.L.C., the general
partner of Black Stone Natural Resources I, L.P., who proved to me on
the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature
on the instrument, said limited partnership executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State
of California that the foregoing paragraph is true and correct.
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
52864271.1
GEORGIA
LOUISIANA
MISSISSIPPI
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
ui.V7
FLORIDA, This instrument was acknowledged before me on this 19` day of June
KANSAS, 2013, by Mark E. Robinson, Authorized Signatory of BSAPI GP,
MICHIGAN, L.L.C., the general partner of Black Stone Natural Resources I, L.P.,
MONTANA, on behalf of said limited partnership.
NEW MEXICO,
OKLAHOMA,
TEXAS AND
WYOMING
I, the undersigned notary residing in the county and state aforesaid do
certify that Mark E. Robinson, Authorized Signatory of BSAPI GP,
L.L.C., the general partner of Black Stone Natural Resources I, L.P.,
who is personally to me known, this day appeared before me
personally and did acknowledge that he did sign, seal and deliver the
foregoing instrument of his own free will and accord, for the purposes
therein named and expressed.
On this 19 day of June 2013, before me, the undersigned authority,
personally came and appeared Mark E. Robinson, Authorized
Signatory of BSAPI GP, L.L.C., the general partner of Black Stone
Natural Resources I, L.P., who signed said document before me in the
presence of the two witnesses, whose names are thereto subscribed as
such, being competent witnesses, and who acknowledged, in my
presence and in the presence of said witnesses, that he signed the
above and foregoing document as his own free act and deed on behalf
of such limited partnership, and for the uses and purposes therein set
forth.
Personally appeared before me, the undersigned authority in and for
the above named county and state, on this day, within my jurisdiction,
the within named Mark E. Robinson who acknowledged that he is an
Authorized Signatory of BSAPI GP, L.L.C., the general partner of the
above named Black Stone Natural Resources I, L.P., and that for and
on behalf of such limited partnership, and as its act and deed he
executed the above and foregoing instrument, after first having been
duly authorized by the limited partnership so to do.
NEW YORK
52864271.1
City of: Houston
County of: Harris
State of: Texas
On this day, before me, the undersigned, personally appeared Mark E.
Robinson, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that he executed the
same in his capacity, that by his signature on the instrument, the
individual, or the entity on behalf of which the individual acted,
executed the instrument and that such individual made such
appearance before the undersigned.
NORTH This record was acknowledged before me on June 19, 2013, by Mark
DAKOTA E. Robinson, Authorized Signatory of BSAPI GP, L.L.C., the general
partner of Black Stone Natural Resources I, L.P., on behalf of said
limited partnership.
PENNSYLVANIA On this day, before me, the undersigned officer, personally appeared
Mark E. Robinson, Authorized Signatory of BSAPI GP, L.L.C., the
general partner of Black Stone Natural Resources I, L.P., known to me
or satisfactorily proven to be the person described in the foregoing
instrument, and acknowledged that he executed the same in the
capacity therein stated and for the purposes therein contained.
WASHINGTON On this 19 day of June 2013, before me personally appeared Mark E.
Robinson, to me known to be an Authorized Signatory of BSAPI GP,
L.L.C., the general partner of Black Stone Natural Resources I, L.P.,
the limited partnership that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said limited partnership, for the uses and
purposes therein mentioned, and on oath stated that he was authorized
to execute said instrument and that the seal affixed is the seal of said
limited partnership.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the City of
Houston, Harris County, Texas, on the day and year first above written.
sPa. pi a/, JESSICA G. DOUGLAS
Notary Public, State of Texa ii
r My Commission Expires I
/F ,oF August 22, 2016
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
0i28
No` ry Public in and for the State of Texas
STATE OF TEXAS
COUNTY OF HARRIS
BE IT REMEMBERED, THAT I, the undersigned authority, a notary public duly
qualified, commissioned, sworn and acting in and for Harris County, Texas, and being
authorized in such county and state to take acknowledgments, hereby certify that, on this 19 day
of June, 2013, there personally appeared before me Mark E. Robinson, Authorized Signatory of
Black Stone Natural Resources, L.L.C., the general partner of Black Stone Minerals Company,
L.P., and I hereby further certify as follows:
ALABAMA I, the undersigned notary in and for the said county and state, hereby
certify that Mark E. Robinson, whose name as an Authorized
Signatory of Black Stone Natural Resources, L.L.C., the general
partner of the above named Black Stone Minerals Company, L.P., is
signed to the foregoing instrument, and who is known to me,
acknowledged before me on this day that, being informed of the
contents of the instrument, he, as such Authorized Signatory and with
full authority, executed the same voluntarily for and as the act of said
limited partnership.
ALASKA, The foregoing instrument was acknowledged before me this 19 day
COLORADO, of June 2013 by Mark E. Robinson, Authorized Signatory of Black
ILLINOIS, Stone Natural Resources, L.L.C., the general partner of Black Stone
NEBRASKA, Minerals Company, L.P., on behalf of said limited partnership.
UTAH AND
VIRGINIA
ARKANSAS On this day before me, the undersigned notary, personally appeared
AND SOUTH Mark E. Robinson, who acknowledged himself to be an Authorized
DAKOTA Signatory of Black Stone Natural Resources, L.L.C., the general
partner of the above named Black Stone Minerals Company, L.P. and
that he, as such Authorized Signatory, being authorized so to do,
executed the foregoing instrument for the purposes therein contained,
by signing the name of the above named Black Stone Minerals
Company, L.P. by him as Authorized Signatory of Black Stone
Natural Resources, L.L.C., the general partner of Black Stone Minerals
Company, L.P.
52864271.1
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
CALIFORNIA
On this 19 day of June 2013 before me, personally appeared Mark E.
Robinson, Authorized Signatory of Black Stone Natural Resources,
L.L.C., the general partner of Black Stone Minerals Company, L.P.,
who proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument, said limited
partnership executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State
of California that the foregoing paragraph is true and correct.
FLORIDA, This instrument was acknowledged before me on this 19 day of June,
KANSAS, 2013, by Mark E. Robinson, Authorized Signatory of Black Stone
MICHIGAN, Natural Resources, L.L.C., the general partner of Black Stone Minerals
MONTANA, Company, L.P., on behalf of said limited partnership.
NEW MEXICO,
OKLAHOMA,
TEXAS AND
WYOMING
GEORGIA
LOUISIANA
MISSISSIPPI
52864271.1
I, the undersigned notary residing in the county and state aforesaid do
certify that Mark E. Robinson, Authorized Signatory of Black Stone
Natural Resources, L.L.C., the general partner of Black Stone Minerals
Company, L.P., who is personally to me known, this day appeared
before me personally and did acknowledge that he did sign, seal and
deliver the foregoing instrument of his own free will and accord, for
the purposes therein named and expressed.
On this 19 day of June 2013, before me, the undersigned authority,
personally came and appeared Mark E. Robinson, Authorized
Signatory of Black Stone Natural Resources, L.L.C., the general
partner of Black Stone Minerals Company, L.P., who signed said
document before me in the presence of the two witnesses, whose
names are thereto subscribed as such, being competent witnesses, and
who acknowledged, in my presence and in the presence of said
witnesses, that he signed the above and foregoing document as his own
free act and deed on behalf of such limited partnership, and for the
uses and purposes therein set forth.
Personally appeared before me, the undersigned authority in and for
the above named county and state, on this day, within my jurisdiction,
the within named Mark E. Robinson who acknowledged that he is an
Authorized Signatory of Black Stone Natural Resources, L.L.C., the
general partner of the above named Black Stone Minerals Company,
L.P., and that for and on behalf of such limited partnership, and as its
act and deed he executed the above and foregoing instrument, after
first having been duly authorized by the limited partnership so to do.
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
0130
52864271.1
NEW YORK
City of: Houston
County of: Harris
State of: Texas
tV?o', JESSICA G. DOUGLAS
01 Notary Public, State of Texas
')rQ, My Commission Expires
of August 22, 2016
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
On this day, before me, the undersigned, personally appeared Mark E.
Robinson, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that he executed the
same in his capacity, that by his signature on the instrument, the
individual, or the entity on behalf of which the individual acted,
executed the instrument and that such individual made such
appearance before the undersigned.
NORTH This record was acknowledged before me on June 19, 2013, by Mark
DAKOTA E. Robinson, Authorized Signatory of Black Stone Natural Resources,
L.L.C., the general partner of Black Stone Minerals Company, L.P., on
behalf of said limited partnership.
PENNSYLVANIA On this day, before me, the undersigned officer, personally appeared
Mark E. Robinson, Authorized Signatory of Black Stone Natural
Resources, L.L.C., the general partner of Black Stone Minerals
Company, L.P., known to me or satisfactorily proven to be the person
described in the foregoing instrument, and acknowledged that he
executed the same in the capacity therein stated and for the purposes
therein contained.
WASHINGTON On this 19 day of June 2013, before me personally appeared Mark E.
Robinson, to me known to be an Authorized Signatory of Black Stone
Natural Resources, L.L.C., the general partner of Black Stone Minerals
Company, L.P., the limited partnership that executed the within and
foregoing instrument, and acknowledged said instrument to be the free
and voluntary act and deed of said limited partnership, for the uses and
purposes therein mentioned, and on oath stated that he was authorized
to execute said instrument and that the seal affixed is the seal of said
limited partnership.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the City of
Houston, Harris County, Texas, on the day and year first above written.
44
Public in and for tl4e
r S
Noy State of Texas
0131
STATE OF TEXAS
COUNTY OF HARRIS
52864271.1
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
0 1.
BE IT REMEMBERED, THAT I, the undersigned authority, a notary public duly
qualified, commissioned, sworn and acting in and for Harris County, Texas and being authorized
in such county and state to take acknowledgments, hereby certify that, on this 19 day of June
2013, there personally appeared before me Bartley J. Rainey, Vice President and Treasurer of
Federal Royalty, LLC, the general partner of Matagorda B 1, LP, and I hereby further certify as
follows:
ALABAMA I, the undersigned notary in and for the said county and state, hereby
certify that Bartley J. Rainey, whose name as the Vice President and
Treasurer of Federal Royalty, LLC, the general partner of the above
named Matagorda B1, LP, is signed to the foregoing instrument, and
who is known to me, acknowledged before me on this day that, being
informed of the contents of the instrument, he, as such Vice President
and Treasurer and with full authority, executed the same voluntarily
for and as the act of said limited partnership.
ALASKA, The foregoing instrument was acknowledged before me this 19 day
COLORADO, of June 2013 by Bartley J. Rainey, Vice President and Treasurer of
ILLINOIS, Federal Royalty, LLC, the general partner of Matagorda B1, LP, on
NEBRASKA, behalf of Matagorda Bl, LP, a limited partnership.
UTAH AND
VIRGINIA
ARKANSAS On this day before me, the undersigned notary, personally appeared
AND SOUTH Bartley J. Rainey, who acknowledged himself to be the Vice President
DAKOTA and Treasurer of Federal Royalty, LLC, the general partner of the
above named Matagorda B1, LP and that he, as such Vice President
and Treasurer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of
the above named Matagorda Bl, LP by him as Vice President and
Treasurer of Federal Royalty, LLC, the general partner of Matagorda
B1, LP.
CALIFORNIA On this 19 day of June 2013 before me, personally appeared Bartley
J. Rainey, Vice President and Treasurer of Federal Royalty, LLC, the
general partner of Matagorda B1, LP, who proved to me on the basis
of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the
instrument, said limited partnership executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State
of California that the foregoing paragraph is true and correct.
6
GEORGIA
LOUISIANA
MISSISSIPPI
NEW YORK
52864271.1
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
FLORIDA, This instrument was acknowledged before me on this 19 day of June,
KANSAS, 2013, by Bartley J. Rainey, Vice President and Treasurer of Federal
MICHIGAN, Royalty, LLC, the general partner of Matagorda B1, LP, on behalf of
MONTANA, said limited partnership.
NEW MEXICO,
OKLAHOMA,
TEXAS AND
WYOMING
I, the undersigned notary residing in the county and state aforesaid do
certify that Bartley J. Rainey, Vice President and Treasurer of Federal
Royalty, LLC, the general partner of Matagorda B1, LP, who is
personally to me known, this day appeared before me personally and
did acknowledge that he did sign, seal and deliver the foregoing
instrument of his own free will and accord, for the purposes therein
named and expressed.
On this 19`" day of June 2013, before me, the undersigned authority,
personally came and appeared Bartley J. Rainey, Vice President and
Treasurer of Federal Royalty, LLC, the general partner of Matagorda
Bl, LP, who signed said document before me in the presence of the
two witnesses, whose names are thereto subscribed as such, being
competent witnesses, and who acknowledged, in my presence and in
the presence of said witnesses, that he signed the above and foregoing
document as his own free act and deed on behalf of such limited
partnership, and for the uses and purposes therein set forth.
Personally appeared before me, the undersigned authority in and for
the above named county and state, on this day, within my jurisdiction,
the within named Bartley J. Rainey, who acknowledged that he is the
Vice President and Treasurer of Federal Royalty, LLC, the general
partner of the above named Matagorda B1, LP, and that for and on
behalf of such limited partnership, and as its act and deed he executed
the above and foregoing instrument, after first having been duly
authorized by the limited partnership so to do.
City of: Houston
County of: Harris
State of: Texas
On this day, before me, the undersigned, personally appeared Bartley
J. Rainey, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that he executed the
same in his capacity, that by his signature on the instrument, the
individual, or the entity on behalf of which the individual acted,
executed the instrument and that such individual made such
appearance before the undersigned.
01.33
NORTH This record was acknowledged before me on June 19, 2013, by Bartley
DAKOTA J. Rainey, Vice President and Treasurer of Federal Royalty, LLC, the
general partner of Matagorda B1, LP, on behalf of said limited
partnership.
PENNSYLVANIA On this day, before me, the undersigned officer, personally appeared
Bartley J. Rainey, Vice President and Treasurer of Federal Royalty,
LLC, the general partner of Matagorda Bl, LP, known to me or
satisfactorily proven to be the person described in the foregoing
instrument, and acknowledged that he executed the same in the
capacity therein stated and for the purposes therein contained.
WASHINGTON On this 19 day of June 2013, before me personally appeared Bartley
J. Rainey, to me known to be the Vice President and Treasurer of
Federal Royalty, LLC, the general partner of Matagorda B1, LP, the
limited partnership that executed the within and foregoing instrument,
and acknowledged said instrument to be the free and voluntary act and
deed of said limited partnership, for the uses and purposes therein
mentioned, and on oath stated that he was authorized to execute said
instrument and that the seal affixed is the seal of said limited
partnership.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the City of
Houston, Harris County, Texas, on the day and year first above written.
52864271.1
•s�>a.`'.. �a� JESSICA G. DOUGLAS
Notary Public, State of Texas
My Commission Expires
August 22, 2016
9r t
011
ACKNOWLEDGMENT PAGE OF
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
Nota Public in and for th State of Texas
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EXHIBIT B
Attached to and made a part of that certain
Assignment, Conveyance and Bill of Sale dated effective January 1, 2013,
by and among Black Stone Natural Resources I, L.P., as "Assignor and
Black Stone Minerals Company, L.P. and Matagorda B1, LP, as "Assignees"
COUNTIES
STATE COUNTIES
Alabama Autauga, Baldwin, Barbour, Bibb, Blount, Bullock, Butler, Calhoun,
Chambers, Cherokee, Chilton, Choctaw, Clarke, Clay, Cleburne, Coffee,
Colbert, Conecuh, Coosa, Covington, Crenshaw, Cullman, Dale, Dallas, De
Kalb, Elmore, Escambia, Etowah, Fayette, Franklin, Geneva, Greene, Hale,
Henry, Houston, Jackson, Jefferson, Lamar, Lauderdale, Lawrence, Lee,
Limestone, Lowndes, Macon, Madison, Marengo, Marion, Marshall, Mobile,
Monroe, Montgomery, Morgan, Perry, Pickens, Pike, Randolph, Russell,
Shelby, St Clair, Sumter, Talladega, Tallapoosa, Tuscaloosa, Walker,
Washington, Wilcox, Winston
Alaska Anchorage, Barrow
Arkansas Arkansas, Ashley, Bradley, Calhoun, Carroll, Chicot, Clark, Cleburne,
Cleveland, Columbia, Conway, Crawford, Dallas, Drew, Faulkner, Franklin,
Garland, Grant, Hempstead, Hot Spring, Howard, Independence, Jackson,
Jefferson, Johnson, Lafayette, Lincoln, Little River, Logan, Madison, Miller,
Montgomery, Nevada, Newton, Ouachita, Perry, Pike, Polk, Pope, Pulaski,
Saline, Scott, Searcy, Sebastian, Sevier, Stone, Union, Van Buren, Washington,
White, Yell
California Colusa, Contra Costa, Fresno, Kern, Kings, Los Angeles, Santa Barbara,
Ventura
Colorado Archuleta, Baca, Dolores, Garfield, Huerfano, Kiowa, La Plata, Lincoln,
Logan, Montezuma, Morgan, Prowers, Washington, Weld, Yuma
Florida Bay, Calhoun, Escambia, Franklin, Gadsden, Gulf, Holmes, Jackson,
Jefferson, Liberty, Okaloosa, Santa Rosa, Walton, Washington
Georgia Atkinson, Bacon, Ben Hill, Berrien, Brooks, Coffee, Colquitt, Cook, Decatur,
Grady, Irwin, Jeff Davis, Lowndes, Seminole, Thomas, Tift, Toombs, Turner,
Worth
Illinois Edwards, Marion, Richland, White
52864271.1 EXHIBIT B, PAGE 1 OF 3
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Kansas
Louisiana
Michigan
Mississippi
Montana
Nebraska
New Mexico
New York
North Dakota
52864271.1
Allen, Barber, Barton, Bourbon, Clark, Comanche, Cowley, Decatur, Edwards,
Ellis, Ellsworth, Finney, Ford, Gove, Graham, Greenwood, Hamilton, Harper,
Harvey, Haskell, Hodgeman, Kingman, Labette, Lane, Leavenworth,
McPherson, Meade, Miami, Ness, Norton, Pawnee, Reno, Rice, Rooks, Rush,
Russell, Scott, Sedgwick, Sheridan, Sherman, Stafford, Sumner, Thomas,
Trego
Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville,
Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne,
Concordia, De Soto, East Baton Rouge, East Carroll, East Feliciana,
Evangeline, Franklin, Grant, Iberville, Jackson, Jefferson Davis, La Salle,
Lafayette, Lafourche, Lincoln, Livingston, Madison, Morehouse,
Natchitoches, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River,
Richland, Sabine, St Helena, St James, St Landry, St Mary, Tangipahoa,
Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, Winn
Antrim, Arenac, Calhoun, Clare, Gladwin, Grand Traverse, Hillsdale, Isabella,
Kalkaska, Livingston, Manistee, Mason, Montcalm, Ogemaw, Osceola, Otsego
Adams, Alcorn, Amite, Attala, Benton, Bolivar, Calhoun, Carroll, Chickasaw,
Choctaw, Claiborne, Clarke, Clay, Coahoma, Copiah, Covington, De Soto,
Forrest, Franklin, George, Greene, Grenada, Hancock, Harrison, Hinds,
Holmes, Humphreys, Issaquena, Itawamba, Jackson, Jasper, Jefferson,
Jefferson Davis, Jones, Kemper, Lafayette, Lamar, Lauderdale, Lawrence,
Leake, Lee, Leflore, Lincoln, Lowndes, Madison, Marion, Marshall, Monroe,
Montgomery, Neshoba, Newton, Noxubee, Oktibbeha, Panola, Pearl River,
Perry, Pike, Pontotoc, Prentiss, Quitman, Rankin, Scott, Sharkey, Simpson,
Smith, Stone, Sunflower, Tallahatchie, Tate, Tippah, Tishomingo, Tunica,
Union, Walthall, Warren, Washington, Wayne, Webster, Wilkinson, Winston,
Yalobusha, Yazoo
Big Horn, Blaine, Chouteau, Hill, Phillips, Richland, Rosebud, Sheridan,
Toole, Valley
Dawes, Dundy, Frontier, Grant, Red Willow
Eddy, Lea, Rio Arriba, Roosevelt, San Juan, Union
Cattaraugus, Chautauqua
Billings, Bottineau, Bowman, Burke, Burleigh, Divide, Dunn, Emmons,
Golden Valley, Hettinger, McKenzie, Mclean, Mercer, Mountrail, Renville,
Slope, Stark
EXHIBIT B, PAGE 2 OF 3
04.37
Oklahoma Alfalfa, Atoka, Beaver, Beckham, Blaine, Bryan, Caddo, Canadian, Carter,
Choctaw, Cimarron, Cleveland, Coal, Comanche, Creek, Custer, Dewey, Ellis,
Garfield, Garvin, Grady, Grant, Greer, Harper, Haskell, Hughes, Jackson,
Jefferson, Johnston, Kay, Kingfisher, Latimer, Le Flore, Lincoln, Logan, Love,
Major, Marshall, McClain, McCurtain, McIntosh, Murray, Muskogee, Noble,
Nowata, Okfuskee, Oklahoma, Okmulgee, Osage, Pawnee, Payne, Pittsburg,
Pontotoc, Pottawatomie, Pushmataha, Roger Mills, Seminole, Stephens, Texas,
Tillman, Tulsa, Washita, Woods, Woodward
Pennsylvania Crawford, Erie, Forest, McKean, Potter, Sullivan, Union, Venango, Warren
South Dakota Harding
Texas Anderson, Andrews, Angelina, Aransas, Archer, Austin, Bastrop, Bee, Borden,
Bowie, Brazoria, Brazos, Brewster, Brooks, Brown, Burleson, Caldwell,
Callahan, Camp, Carson, Cass, Chambers, Cherokee, Childress, Cochran,
Coke, Coleman, Colorado, Comal, Cooke, Cottle, Crane, Crockett, Crosby,
Dallas, Dawson, De Witt, Dickens, Dimmit, Duval, Ector, Fayette, Fisher,
Floyd, Fort Bend, Franklin, Freestone, Gaines, Galveston, Glasscock, Goliad,
Gonzales, Gray, Grayson, Gregg, Grimes, Guadalupe, Hale, Hansford,
Hardeman, Hardin, Harris, Harrison, Hartley, Haskell, Hemphill, Henderson,
Hidalgo, Hockley, Houston, Howard, Hutchinson, Irion, Jasper, Jefferson, Jim
Hogg, Jim Wells, Jones, Karnes, Kenedy, Kent, Kimble, La Salle, Lamb,
Lavaca, Lee, Leon, Liberty, Limestone, Lipscomb, Live Oak, Loving,
Lubbock, Madison, Marion, Matagorda, McMullen, Midland, Milam,
Mitchell, Montague, Montgomery, Moore, Morris, Motley, Mustang Is East
(Offshore), Nacogdoches, Navarro, Newton, Nolan, Nueces, Ochiltree,
Oldham, Orange, Palo Pinto, Panola, Pecos, Polk, Potter, Rains, Randall,
Reagan, Red River, Reeves, Refugio, Roberts, Runnels, Rusk, Sabine, San
Augustine, San Jacinto, San Patricio, Schleicher, Scurry, Shelby, Sherman,
Smith, Starr, Stephens, Sterling, Stonewall, Sutton, Swisher, Terrell, Terry,
Titus, Tom Green, Trinity, Tyler, Upshur, Upton, Van Zandt, Victoria, Walker,
Waller, Ward, Wharton, Wheeler, Wichita, Wilson, Winkler, Wise, Wood,
Yoakum, Young
Utah Duchesne, Emery, San Juan, Uintah
Virginia Lee
Washington Grant, Kittitas, Yakima
Wyoming Campbell, Carbon, Converse, Crook, Fremont, Lincoln, Natrona, Niobrara,
Park, Sublette, Sweetwater, Uinta, Weston
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