HomeMy WebLinkAbout977500STATE OF WYOMING
COUNTY OF LINCOLN
977500 7/14/2014 12:35 PM
LINCOLN COUNTY FEES: $33.00 PAGE 1 OF 8
BOOK: 836 PAGE: 161 ASSIGNMENT COUNTY CLERK
JEANNE WAGNER, LINCOLN 11111111111
1 1111111 1 11111 1111111111 111111111 III IIIII III �I1111111111111111111111
ASSIGNMENT AND BILL OF SALE
PI. Ei, SE RETURN TO:
TOGA.0
KNOW ALL MEN BY THESE PRESENTS: f' 0'30X 671787
'i J;;'t'OiyT, TX 77267_a 737
THAT, as of 7:00 a.m., C.S.T. on the 1st day of June, 2014, hereinafter called the "Effective Time," the
undersigned, SAMSON RESOURCES COMPANY, an Oklahoma corporation, whose address is Samson Plaza,
Two West Second Street, Tulsa, Oklahoma 74103, herein called "Assignor" (whether one or more), in
consideration of Ten Dollars ($10.00) and other good and valuable consideration to it in hand paid, the receipt
and sufficiency of which are hereby acknowledged, does hereby grant, convey, sell, assign, and transfer unto
Fischer Consulting, LLC.
951 Werner Ct Ste 240 Energy II
Office Bldg
Casper. WY 82601
herein called "Assignee," the following interests:
all of Assignor's right, title, and interest in and to the leases (whether one or more), mineral
interests, force pooled interests, interests acquired under contracts, and the lands covered
thereby or associated therewith, more fully and completely described on, and subject to any
reservations or limitations set forth on, Exhibit "A" attached hereto and made a part hereof
(hereinafter collectively referred to as the "Leases including all of Assignor's right, title, and
interest in and to the well(s) located upon the Leases, or on lands pooled or unitized with any
portion thereof, or on lands located within any governmental drilling and /or spacing unit which
includes any portion thereof, together with all casing, leasehold equipment and personal
property in or on, or directly and solely used in connection with, said well(s) (hereinafter
collectively referred to as the "Property
ii. all of Assignor's interest in the production of oil, gas, or other minerals, inclusive of royalties,
overriding royalties, production payments, rights to take royalties in kind, or other interests
directly attributable to the Leases and Property from and after the Effective Time (hereinafter
collectively referred to as "Production
all of Assignor's interest derived from unit agreements, orders and decisions of state and
federal regulatory authorities establishing units, joint operating agreements, enhanced
recovery and injection agreements, farmout agreements and farmin agreements, options,
drilling agreements, exploration agreements, assignments of operating rights, working
interests, subleases and rights above or below certain footage depths or geological
formations, to the extent the same are directly attributable to the Leases and Property
(hereinafter collectively referred to as the "Agreements and
iv. all of Assignor's interest in rights -of -way, easements, servitudes and franchises specifically
acquired for, or directly used in connection with, operations for the exploration and production
of oil, gas or other minerals on, from, or under the Leases and Property, including the rights to
permits and licenses of any nature owned, held or operated in connection with said operations
(hereinafter collectively referred to as "Rights -Of- Way
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The Leases, Property, Production, Agreements, and Rights -Of -Way may also be collectively referred to
hereafter as the "Interests
Assignee, in consideration of the mutual benefits to be derived hereunder, and by its acceptance
hereof, understands and agrees to the following terms and conditions:
ill
1. As used herein, "Claims" shall include claims, rights, demands, causes of action, liabilities,
damages, losses, fines, penalties, judgments or proceedings of any and every kind or
character whatsoever, whether arising or founded in law, equity, statute, contract, tort, strict
liability or voluntary settlement, and all expenses, costs and fees (including attorneys fees) in
connection therewith.
2. As used herein, "Environmental Laws" shall mean any and all laws, statutes, regulations,
rules, orders, ordinances, permits or determinations of any governmental authority pertaining
to health, the environment, wildlife or natural resources in effect in or for the jurisdiction in
which the Interests are located, including, without limitation, the Clean Air Act (Air Pollution
Control Act), the Clean Water Act, the Federal Water Pollution Act, the Rivers and Harbors Act
of 1899, the Safe Drinking Water Act, the National Environmental Policy Act of 1969 (NEPA),
the Endangered Species Act, the Fish and Wildlife Conservation Act of 1980, the Fish and
Wildlife Coordination Act (FWCA), the Oil Pollution Act, the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA), the Superfund Amendments and
Reauthorization Act of 1986 (SARA), the Resources Conservation and Recovery Act (RCRA),
the Toxic Substance Control Act, the Occupational Safety and Health Act (OSHA), the
Hazardous Materials Transportation Act, the Hazardous and Solid Waste Amendments of
1984 (HSWA), and any and all other past, present or future federal, state and local laws,
statutes, regulations, rules, orders, ordinances, permits, licenses or determinations whose
purpose is to conserve or protect health, the environment, wildlife or natural resources, as any
of the foregoing or now existing or may hereafter be amended or interpreted.
3. Assignee hereby agrees to assume, be responsible for and comply with all duties and
obligations of Assignor, express or implied, with respect to the Interests, including, without
limitation, those duties and obligations arising under or by virtue of the Leases, Agreements
and Rights -Of -Way, and /or any other lease, contract, agreement, document, permit, applicable
statute, rule, regulation or order of any governmental authority (specifically including, without
limitation, any governmental request or requirement to plug, re -plug and /or abandon any well
of whatsoever type, status or classification, or take any clean -up, restoration, or other action
with respect to the Interests). The obligations and duties assumed hereunder include, without
limitation, the payment and /or performance of all current and future taxes, leasehold and
equipment rentals and release payments, royalties, excess royalties, overriding royalty
interests, production payments, net profit obligations, carried working interests and any other
matters with which the Interests may be burdened, including any third party billing obligations.
4. Assignee understands that the Interests may be subject to oil and/or gas balancing obligations
due to the overproduction or underproduction of hydrocarbons, and further understands the
duties and obligations associated therewith. Assignee hereby agrees to assume all duties and
obligations associated with any imbalances attributable to the Interests, regardless of whether
such imbalances arose, occurred or accrued prior to, on or after the Effective Time hereof.
5. Assignee hereby agrees to assume, be responsible for and comply with all duties and
obligations for obtaining any consents which are or may be required by the Leases,
Agreements and /or Rights -Of -Way in connection with this Assignment and Bill of Sale
"Assignment
6. Assignee acknowledges that the Interests have been used for exploration, development and
production of oil and gas, and that there may be petroleum, produced water, wastes, or other
materials located on, under or associated with the Interests. Equipment and sites included in
the Interests may contain asbestos, hazardous substances /materials, including hydrogen
sulfide gas, or naturally occurring radioactive material "NORM NORM may affix or attach
itself to the inside of wells, materials, and equipment as scale, or in other forms; the wells,
materials and equipment located on or included in the Interests may contain NORM and other
wastes or hazardous substances /materials; and NORM- containing material and other wastes
or hazardous substances /materials may have been buried, come in contact with the soil, or
otherwise been disposed of on or around the Interests. Special procedures may be required
for the remediation, removal, transportation, or disposal of wastes, asbestos, hazardous
substances /materials, including hydrogen sulfide gas, and NORM from the Interests.
Assignee shall control, store, handle, transport, and dispose of or discharge all materials,
substances, and wastes from the Interests (including produced water, hydrogen sulfide gas,
drilling fluids, NORM, and other wastes), whether present before or after the Effective Time, in
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a safe and prudent manner and in accordance with all applicable Environmental Laws.
Assignee shall keep records of the types, amounts, and location of materials, substances, and
wastes that are stored, transported, handled, discharged, released, or disposed of onsite and
offsite. When any lease terminates, an interest in which has been assigned under this
Assignment, Assignee shall take additional testing, assessment, closure, reporting, and
remedial action with respect to the Interests as is necessary to satisfy all local, state and
federal requirements in effect at that time and necessary to restore the Interests to its proper
condition.
7. Assignee shall indemnify, defend, release and hold Assignor and its affiliates, all successors,
heirs and assigns of Assignor and its affiliates, and the officers, directors, employees or
agents of any of the foregoing (hereinafter collectively the "Assignor Group harmless from
and against any and all Claims relating to all duties and obligations assumed by Assignee
pursuant to paragraphs 3, 4, 5, 6, 11, 12, and 13 or any other duties and obligations assumed
by Assignee under this Assignment, regardless of whether any such Claims arose, occurred or
accrued prior to, on or after the Effective Time hereof.
8. Assignee shall further indemnify, defend, release and hold Assignor Group harmless from and
against any and all Claims in favor of any person or entity for injury, illness or death of any
person(s) or for damage, loss, pollution or contamination of any real or personal property,
ground water or the environment, including, without limitation, Claims arising under
Environmental Laws, or for any other Claims arising directly or indirectly from, or incident to,
the use, occupation, ownership, operation, condition (whether latent or patent), maintenance
or abandonment of any of the Interests, AND WHETHER ARISING FROM OR
CONTRIBUTED TO BY THE ACTIVE, PASSIVE, JOINT, SOLE OR CONCURRENT
NEGLIGENCE, GROSS NEGLIGENCE OR STRICT LIABILITY OF ASSIGNOR GROUP, OR
ASSIGNOR'S CONTRACTORS OR SUBCONTRACTORS OR THE OFFICERS, DIRECTORS,
AGENTS OR EMPLOYEES OF ASSIGNOR'S CONTRACTORS OR SUB CONTRACTORS,
INCLUDING ANY STRICT LIABILITY UNDER ENVIRONMENTAL LAWS, REGARDLESS OF
WHETHER ANY SUCH CLAIMS RESULT FROM ANY CONDITIONS, EVENTS, ACTIONS
OR INACTIONS ARISING, OCCURRING OR ACCRUING PRIOR TO, ON OR AFTER THE
EFFECTIVE TIME HEREOF.
9. As to the distribution of production from the Interests, all oil in storage above the pipeline
connection or above the valve line at the Effective Time hereof shall be credited to Assignor at
the then prevailing price for such oil. For Interests operated by Assignor, Assignor shall gauge
the oil in storage at the Effective Time. For Interests operated by third parties, the quantity of
such oil in storage shall be determined on the same basis as that used for Interests operated
by Assignor based on operator reports or applicable state regulatory agency production
reports or records. Where actual information is unavailable, Assignor shall use estimates
based on the best available information obtained by Assignor.
10. Except as otherwise provided in this Assignment, all proceeds (including proceeds held in
suspense or escrow), receipts, credits, and income attributable to the Interests for all periods
of time prior to the Effective Time shall belong to Assignor, and all proceeds, receipts, credits,
and income attributable to the Interests for all periods of time from and after the Effective Time
shall belong to Assignee.
11. Except as otherwise provided in this Assignment, all costs and expenses attributable to the
Interests and incurred prior to the Effective Time shall be allocated to Assignor, and all costs
and expenses attributable to the Interests and incurred subsequent to the Effective Time shall
be allocated to Assignee.
12. Immediately following the execution of this Assignment, Assignee shall, at Assignee's sole cost
and expense, secure all lease and operating bonds, permits and other similar documents
necessary to operate or own the Interests which may be required by any federal, state or local
governmental authority having requisite jurisdiction over the Interests.
13. Within thirty (30) days following the execution of this Assignment, Assignee shall, at Assignee's
sole cost and expense:
(a) erect or install such lease and well signs as may be required by applicable laws, rules and
regulations indicating that Assignee is the owner and/or operator of the Interests, and shall
remove any and all signs from the Interests referring to Assignor;
(b) make all regulatory filings, including "successor" filings with the Federal Energy Regulatory
Commission;
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(c) obtain all necessary governmental approvals in order to transfer the Interests to Assignee or to
transfer the operations of any Interests to Assignee, as may be applicable, and to file or cause
to be filed this Assignment and such other documents, if any, as may be required by
governmental regulations to transfer the Interests to Assignee, in the appropriate federal, state
or local public records; and
(d) perform all testing and/or maintenance of the Interests, and perform all work or operations as
may be necessary for the Interests to meet any minimum specifications, as may be required
by any federal, state or local governmental authority prior to, or as a condition of, approving
the transfer of the Interests to Assignee.
14. Within thirty (30) days following the execution of this Assignment, Assignor shall permit Assignee to
take possession, at Assignee's sole risk and expense, of the files, records and data in Assignor's
possession relating to the Interests. Provided, however, Assignee shall not receive any of
Assignor's legal, tax or financial files, reserve evaluation information, competing bids or seismic,
geophysical, geological or other similar information or data. From time to time as requested by
Assignor, Assignee shall make such files, records and data available to Assignor for inspection and
copying during normal business hours.
ASSIGNEE REPRESENTS AND WARRANTS THAT IT HAS INSPECTED THE INTERESTS AND ALL
OF ASSIGNOR'S FILES, RECORDS AND DATA ASSOCIATED THEREWITH, AND THAT ASSIGNEE
ACCEPTS THE SAME IN THEIR PRESENT CONDITION, AS IS AND WHERE IS.
ASSIGNEE REPRESENTS AND WARRANTS THAT ASSIGNEE IS AN EXPERIENCED AND
KNOWLEDGEABLE INVESTOR IN OIL AND GAS PROPERTIES, HAS THE FINANCIAL AND BUSINESS
EXPERTISE TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS COVERED BY THIS
ASSIGNMENT, AND HAS RELIED SOLELY ON THE BASIS OF ITS OWN INDEPENDENT INVESTIGATION OF
THE INTERESTS FOR ALL PURPOSES. ASSIGNEE ACKNOWLEDGES THAT IT HAS HAD THE
OPPORTUNITY TO SEEK THE ADVICE OF PERSONS IT DEEMED APPROPRIATE CONCERNING THE
CONSEQUENCES OF THE PROVISIONS OF THIS ASSIGNMENT AND HEREBY WAIVES ANY AND ALL
RIGHTS TO CLAIM THAT IT IS AN UNSOPHISTICATED INVESTOR IN OIL AND GAS PROPERTIES.
ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE, AND ASSIGNOR HEREBY
EXPRESSLY DISCLAIMS AND NEGATES (AND THIS ASSIGNMENT IS MADE WITHOUT), ANY
REPRESENTATION, COVENANT OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY
STATUTE OR OTHERWISE, RELATING TO THE CONDITION OF THE INTERESTS, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY
PARTICULAR PURPOSE, OR OF CONFORMING TO MODELS OR SAMPLES OF MATERIALS AS TO ANY
PERSONAL PROPERTY, FIXTURES OR STRUCTURES CONVEYED HEREIN.
ASSIGNOR FURTHER MAKES NO REPRESENTATION, COVENANT OR WARRANTY, EXPRESS
OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY FILES, RECORDS OR DATA
HERETOFORE OR HEREAFTER FURNISHED ASSIGNEE IN CONNECTION WITH THE INTERESTS, OR AS
TO THE QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE
INTERESTS, OR THE ABILITY OF THE INTERESTS TO PRODUCE HYDROCARBONS. ANY AND ALL
SUCH FILES, RECORDS AND DATA FURNISHED BY ASSIGNOR IS PROVIDED TO ASSIGNEE AS A
CONVENIENCE, AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT ASSIGNEE'S SOLE
RISK.
WAIVER OF CONSUMER AND OTHER RIGHTS: ASSIGNEE WAIVES ITS RIGHTS UNDER THE
TEXAS DECEPTIVE TRADE PRACTICES CONSUMER PROTECTION ACT, SPECIFICALLY INCLUDING
SECTION 17.41 ET SEQ., VERNON'S TEXAS CODE ANNOTATED, BUSINESS AND COMMERCE, A LAW
THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS, OR ANY SIMILAR STATE OR
FEDERAL LAW. AFTER AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF ITS OWN
SELECTION, ASSIGNEE ACKNOWLEDGES THAT THE DISCLAIMERS AND WAIVERS GIVEN IN AND
UNDER THIS ASSIGNMENT SHALL BE CONSIDERED MATERIAL AND INTEGRAL PARTS OF THIS
ASSIGNMENT, WITH CONSIDERATION GIVEN THEREFOR, AND ACKNOWLEDGES THAT ALL
DISCLAIMERS AND WAIVERS ARE "CONSPICUOUS" AND, HAVE BEEN BROUGHT TO THE ATTENTION
OF ASSIGNEE, AND THAT ASSIGNEE HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO ALL
DISCLAIMERS AND WAIVERS.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE LAWS OF THE STATE OF TEXAS SHALL
GOVERN, CONSTRUE AND ENFORCE ALL OF THE RIGHTS AND DUTIES OF THE PARTIES ARISING
FROM OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS ASSIGNMENT. ASSIGNEE AND
ASSIGNOR ACKNOWLEDGE AND AGREE THAT THE REPRESENTATIONS, WARRANTIES, WAIVERS,
DUTIES AND DISCLAIMERS CONTAINED IN OR ARISING FROM THIS ASSIGNMENT, AND ANY CLAIMS,
CAUSES OF ACTION, DEFENSES, LIABLITIES, DEMANDS, DAMAGES AND DISPUTES RELATED
THERETO OR ARISING THEREFROM, ARE TO BE PRESUMED AND DEEMED AS INCIDENTAL AND
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COLLATERAL TO THE CONVEYANCE OF INTERESTS ACCOMPLISHED BY THIS ASSIGNMENT AND
THAT THEREFORE ASSIGNOR AND ASSIGNEE ACKNOWLEDGE AND AGREE THAT THE
DETERMINATION OF THE VALIDITY, NATURE AND EFFECT OF SUCH REPRESENTATIONS,
WARRANTIES, WAIVERS, DUTIES AND DISCLAIMERS, AND THE DETERMINATION, ANALYSIS AND
ADJUDICATION OF ANY AND ALL CLAIMS, CAUSES OF ACTION, DEFENSES, LIABILITIES, DEMANDS,
DAMAGES AND DISPUTES RELATED THERETO OR ARISING THEREFROM SHALL BE SOLELY
GOVERNED BY THE LAWS OF THE STATE OF TEXAS REGARDLESS OF THE LAWS OR
CHOICE -OF -LAW RULES OF THE SITUS OF THE PROPERTY.
It is the intent of 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 on the Effective Time
hereof in and to the Interests, regardless of the omission of any Lease or Leases, errors in description, any
incorrect or misspelled names or any transcribed or incorrect recording references. This Assignment does not
convey any right, title, or interest that Assignor might acquire in or to the Interests subsequent to the Effective
Time of this Assignment.
TO HAVE AND TO HOLD the same unto the said Assignee forever. The provisions hereof shall be
covenants running with the land and shall inure to the benefit of and be binding upon Assignor and Assignee,
their respective personal representatives, heirs, successors and assigns. This Assignment is made WITHOUT
WARRANTY OF TITLE, EITHER EXPRESS OR IMPLIED.
IN WITNESS WHEREOF, the undersigned have executed this instrument on the date of the
acknowledgments annexed hereto, but to be effective for all purposes from and after the Effective Time.
STATE OF OKLAHOMA
COUNTY OF TULSA
NoU �ylelie
State of Oklahoma
ANN T. HUGHES
TULSA COUNTY
COMMISSION 107005200
Conlin. Exp. 05 -29 -2015
11 0 II I 010 lll I 0I ll 11 I 11111111
111
II
WITNESS my hand and official seal.
ASSIGNOR:
SAMSON RESOURCES COMPANY,
an Oklahoma corporation
By:
Scott C. Weatherholt
Attorney -in -Fact
ASSIGNEE: Fischer Consulting, LLC.
By:
LLC. Qw iOn--
The foregoing instrument was acknowledged before me by Scott C. Weatherholt, Attorney -in -Fact for
Samson Res``oyy��rces Company, an Oklahoma corporation, on behalf of the corporation, this Z2 day
of NI Q.V� 2014.
n T
Notary Public in and for j County, Oklahoma
DOMINION DEAL -WY /2006
Dodge Rim North 11- 24
,,..,tH
STATE OF
COUNTY OF
COUNTY OF
STATE OF
COUNTY OF
110 1101
The foregoing instrument was acknowledged before me by an
individual, this day of 2014.
WITNESS my hand and official seal.
Notary Public in and for
My Commission Expires: County,
STATE OF NOr
The foregoing instrument was acknowledged before me by Ar t &elver
w c of H Lors5g.4 �o� a(n)
LLC, corporation, on behalf of the corporation, this day of ji tvng..,
2014.
WITNESS my hand and official seal.
r 'L l Jagopp saildx3 uolsslwwoD �W
0 1 0 )1 0 0 'JioN do GP IS
allgnd kD1.oN
S3N21VO V RIVHS
Mg.
The foregoing instrument was acknowledged before me by as
Attorney -in -Fact on behalf of a(n)
corporation, this day of 2014.
WITNESS my hand and official seal.
My Commission Expires:
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TPA \J B L\O GAC6 -11 141L0T69 D OC
11111 IMI
ATTORNEY -IN -FACT ACKNOWLEDGMENT
INDIVIDUAL ACKNOWLEDGMENT
CORPORATE ACKNOWLEDGMENT
A PX1Avuo
(Sign)
(Print Name)
(Sign)
Shari A Retv-rtes (Print Name)
Notary Public in and for
fet" County, kk I,',,, la
(Sign)
(Print Name)
Notary Public in and for
County,
DOMINION DEAL -WY /2006
Dodge Rim North 11 -24, Bridger 21 -8
WITNESS my hand and official seal.
110 iinNUU!!umaiiquiiui
1111
PARTNERSHIP ACKNOWLEDGMENT
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me by
general partner on behalf of a partnership, this day of
2014.
Notary Public in and for
My Commission Expires: County,
(Sign)
(Print Name)
DOMINION DEAL -WY /2006
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ice/ I df •1
LEASE NO.
LESSOR
LESSEE
LEASE
DATE
BOOK
PAGE
DOC.
NO.
COUNTY
STATE
LEGAL DESCRIPTION
102843000
USA WYW- 121417
MARATHON OIL COMPANY
10/01/1990
290PR
569
724363
LINCOLN
WYOMING
INSOFAR AND ONLY INSOFAR AS SAID LEASE COVERS
T023N R112W:
SEC 008 E2 SW4
102867000
USA WYW- 121813
MARATHON OIL COMPANY
10/01/1990
290PR
566
724362
LINCOLN
WYOMING
INSOFAR AND ONLY INSOFAR AS SAID LEASE COVERS
T023N R112W:
SEC 024 NW4
SAMSON
NUMBER
WELL NAME
COUNTY
STATE
DESCRIPTION
040426
DODGE RIM NORTH 11 -24
LINCOLN
WYOMING
SEC 24- 23N -112W
040427
BRIDGER 21 -8
LINCOLN
WYOMING
SEC 8- 23N -112W
WELLS:
LEASES:
EXHIBIT "A"
THE ABOVE- DESCRIBED WELUUNIT OR WELLS /UNITS AND ITS /THEIR APPLICABLE LOCATION ARE FOR REFERENCE PURPOSES ONLY, AND SAID DESCRIPTIONS ARE NOT INTENDED TO LIMIT THE
RIGHTS HEREIN CONVEYED TO A WELL BORE RIGHT UNLESS OTHERWISE SPECIFICALLY STATED IN THE ASSIGNMENT TO WHICH THIS EXHIBIT "A" IS ATTACHED.
IHI I 010 III 10 MI 110111011 1 El 1111111
END OF EXHIBIT "A"
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