Loading...
HomeMy WebLinkAbout978265STATE OF WYOMING COUNTY OF LINCOLN 978265 9/5/2014 8 :53 AM LINCOLN COUNTY FEES: $51.00 PAGE 1 OF 14 BOOK: 839 PAGE: 101 ASSIGNMENT JEANNE WAGNER, LINCOLN COUNTY CLERK 1111111 111111111111111111111 1111 1 1II IIIII1111111111111111111111111111111111 ASSIGNMENT AND BILL OF SALE THIS ASSIGNMENT AND BILL OF SALE (this "Assignment dated effective as of 7:00 A.M. (Central Time) on April 1, 2014 (the "Effective Time is between Devon Energy ti 4 Production Company, L.P., an Oklahoma limited partnership "DEPCO whose address for mailing is 333 W. Sheridan Avenue, Oklahoma City, OK 73102 "Assignor and Linn Exchange Properties, LLC, a Delaware limited liability company "Assignee whose address for mailing is 600 Travis Street, Suite 5100, Houston, TX 77002. Assignor and Assignee are each, individually, referred to herein as a "Party" and, collectively, as the "Parties Capitalized terms used but not defined herein shall have the respective meanings set forth in that certain Purchase and Sale Agreement dated as of June 27, 2014, by and between Assignor, Linn Energy Holdings, LLC and Devon Uinta Basin Corporation (as amended, the "Purchase Agreement Section 1. Assignment. The conveyance and assignment herein shall be deemed effective as of the Effective Time. For Ten Dollars ($10.00) and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Assignor does hereby forever GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee, all of Assignor's right, title and interest in and to the following interests and properties described in subsections (a) through (m) of this Section 1 (such right, title and interest, less and except the Excluded Assets, collectively, the "Conveyed Interests (a) all of the oil and gas leases covering lands in those counties as set forth in Schedule 2.1 including all of the oil and gas leases described in Exhibit A, together with any and all other right, title and interest of Assignor in and to the leasehold estates created thereby subject to the terms, conditions, covenants and obligations set forth in such leases and /or Exhibit A (such interest in such leases, the "Leases and all rights and interests in the lands covered by the Leases and any lands pooled or unitized therewith (such lands, the "Lands (b) all wells located on any of the Lands (such interest in such wells, including the wells set forth in Exhibit B, the "Wells and all Hydrocarbons produced therefrom or allocated thereto from and after the Effective Time; (c) all rights and interests in, under or derived from all unitization and pooling agreements, declarations and orders in effect with respect to any of the Leases or Wells and the units created thereby (the "Units (the Leases, the Lands, the Fee Minerals, the Units and the Wells being collectively referred to hereinafter as the "Properties" or individually as a "Property (d) to the extent that they may be assigned, all permits, licenses, servitudes, easements, rights -of -way, surface leases, other surface interests and surface rights to the extent appurtenant to or used primarily in connection with the ownership, operation, production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or produced water from the Properties or any of the Conveyed Interests, including those described on Exhibit A -3; (e) all equipment, machinery, fixtures and other personal, movable and mixed property, operational or nonoperational, known or unknown, located on any of the Properties or other Conveyed Interests or that is used or held for use primarily in connection therewith, including those items listed in Exhibit C of the Purchase Agreement, and including well equipment, casing, tubing, pumps, motors, machinery, platforms, rods, tanks, boilers, fixtures, compression equipment, flowlines, pipelines, gathering systems associated with the Wells, manifolds, processing and separation facilities, pads, structures, materials, and other items primarily used in the operation thereof (collectively, the "Personal Property (f) the surface leases, the field offices located on such surface leases and other real property, in each case, as described on Exhibit A -4 and, any Personal Property located thereon; (g) all pipelines and gathering systems described on Exhibit A -5; (h) all salt water disposal wells., injection wells and evaporation pits that are located on the Lands, including those described on Exhibit F; (i) to the extent assignable, all Applicable Contracts and all rights thereunder insofar and only insofar to the extent relating to the Conveyed Interests (other than those agreements excluded from this Assignment pursuant to that certain Closing Agreement and Third Amendment, dated as of August 29, 2014, by and between Assignor, Linn Energy Holdings, LLC and Devon Uinta Basin Corporation); (j) all Imbalances relating to the Conveyed Interests; (k) all of the files, records, information and data, whether written or electronically stored, primarily relating to the Conveyed Interests in Assignor's or its Affiliates' possession, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) Applicable Contract files; (iii) correspondence; (iv) operations, environmental, production and accounting records and (v) facility and well records (collectively, "Records (1) all of Assignor's right, title and interest in and to all claims and causes of action (including claims for adjustments or refunds) to the extent attributable to (A) the Conveyed Interests insofar as initially accruing from and after the Effective Time, and (B) any of the Assumed Obligations; and (m) all Hydrocarbons in storage or existing in stock tanks, pipelines and /or plants (including inventory). EXCEPTING AND RESERVING to Assignor, however, in all such instances, the Excluded Assets. TO HAVE AND TO HOLD the Conveyed Interests unto Assignee and its successors and assigns, forever, subject, however, to the covenants, terms and conditions set forth herein and in the Purchase Agreement, and subject to the Permitted Encumbrances. Section 2. Special Warranty. (a) Until the end of the Survival Period, Assignor warrants Defensible Title, without duplication, to each currently producing formation or applicable Target Formation set forth in Exhibit B for a Well or each applicable Target Formation set forth in Exhibit B for a Well Location, in each case for which there is Allocated Value under the Purchase Agreement (and in each case, subject to any reservations, limitations or depth restrictions described in Exhibit B) unto Assignee against every Person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Assignor, but not otherwise, subject, however, to the Permitted Encumbrances; provided, however, that, except with respect to any liability of Assignor for any claim asserted in writing by Assignee to Assignor in accordance with this Section 2 on or before the expiration of the Survival Period for breach of such special warranty, such special warranty shall cease and terminate at the end of such Survival Period. "Survival Period" shall mean the period of time commencing as of August 29, 2014 and ending at 5:00 P.M. (Central Time) on August 29, 2021. For all purposes of this Assignment, Assignee shall be deemed to have waived, and Assignor shall have no further liability for, any breach of Assignor's special warranty of title set forth in this Assignment that Assignee fails to assert by a Title Defect Notice 2 given to Assignor in accordance with Section 5.3(a) of the Purchase Agreement on or before the expiration of the Survival Period. For the avoidance of doubt, the special warranty of title does not run with the Conveyed Interests and is personal to Assignee. (b) Recovery on Assignor's special warranty of title set forth in this Assignment shall be limited to an amount (without any interest accruing thereon) equal to the reduction in the Purchase Price to which Assignee would have been entitled had Assignee asserted the defect giving rise to such breach of Assignor's special warranty of title set forth in this Assignment as a Title Defect prior to the Defect Claim Date pursuant to Section 5.3 of the Purchase Agreement, except that the Individual Title Defect Threshold and the Aggregate Deductible shall not apply. Notwithstanding anything to the contrary in this Assignment, recovery on Assignor's special warranty of title set forth in this Assignment shall not exceed the Allocated Value of the relevant Well or Well Location (or relevant currently producing formation or Target Formation thereof, as applicable), and in no event shall the aggregate recovery under this Assignment and the Mineral Deed with respect to any Well or Well Location (or relevant currently producing formation or Target Formation thereof, as applicable) exceed the Allocated Value thereof. Assignor shall be entitled to offset amounts attributable to any breach of Assignor's special warranty of title with respect to any Conveyed Interest by the amount of Title Benefits (if any) with respect to such Conveyed Interest as to which Assignor gives Assignee notice prior to the end of the Survival Period in accordance with the Purchase Agreement. Section 3. Disclaimers of Warranties. (a) EXCEPT AS AND TO THE LIMITED EXTENT EXPRESSLY SET FORTH IN SECTION 2 HEREOF, THE MINERAL DEED AND IN ARTICLE VII OF THE PURCHASE AGREEMENT (i) ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND (ii) ASSIGNOR EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ASSIGNEE OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ASSIGNEE BY A MEMBER OF THE SELLER INDEMNIFIED PARTIES). (b) EXCEPT AS AND TO THE LIMITED EXTENT EXPRESSLY REPRESENTED OTHERWISE IN SECTION 2 HEREOF AND IN ARTICLE VII OF THE PURCHASE AGREEMENT AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ASSIGNOR EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (1) TITLE TO ANY OF THE CONVEYED INTERESTS, (ii) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY ENGINEERING, GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE CONVEYED INTERESTS, (iii) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE CONVEYED INTERESTS, (iv) ANY ESTIMATES OF THE VALUE OF THE CONVEYED INTERESTS OR FUTURE REVENUES TO BE GENERATED BY THE CONVEYED INTERESTS, (v) THE PRODUCTION OF OR ABILITY TO PRODUCE HYDROCARBONS FROM THE CONVEYED INTERESTS, (vi) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE CONVEYED INTERESTS, (vii) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY ASSIGNOR OR THIRD PARTIES WITH RESPECT TO THE CONVEYED INTERESTS, (viii) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE TO ASSIGNEE OR ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS ASSIGNMENT AND THE PURCHASE AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING 3 HERETO AND THERETO AND (ix) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT. EXCEPT AS AND TO THE LIMITED EXTENT EXPRESSLY REPRESENTED OTHERWISE IN SECTION 2 HEREOF AND IN ARTICLE VII OF THE PURCHASE AGREEMENT, ASSIGNOR FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM LATENT VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY OF THE CONVEYED INTERESTS, RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT ASSIGNEE SHALL BE DEEMED TO BE OBTAINING THE CONVEYED INTERESTS IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, "AS IS" AND "WHERE IS" WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE. (c) (i) ASSIGNOR HAS NOT AND WILL NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE CONVEYED INTERESTS, (ii) NOTHING IN THIS ASSIGNMENT, THE PURCHASE AGREEMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY, AND (iii) SUBJECT TO ASSIGNEE'S RIGHTS UNDER SECTION 6.1 OF THE PURCHASE AGREEMENT, ASSIGNEE SHALL BE DEEMED TO BE TAKING THE CONVEYED INTERESTS "AS IS" AND "WHERE IS" WITH ALL FAULTS FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH ENVIRONMENTAL INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE. (d) ASSIGNOR AND ASSIGNEE AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 2 ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSE OF ANY APPLICABLE LAW. Section 4. Subrogation of Covenants and Warranties. To the extent transferable, Assignee shall be and is hereby subrogated to all covenants and warranties of title by parties (other than Assignor or its Affiliates) heretofore given or made to Assignor or its predecessors in title with respect and to the extent applicable to the Conveyed Interests. Section 5. Assumed Obligations. Subject to the terms of the Purchase Agreement, Assignee hereby assumes and agrees to fulfill, perform, pay and discharge (or cause to be timely fulfilled, performed, paid or discharged) all of the Assumed Obligations. Section 6. Further Assurances. Assignor and Assignee agree to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other Party for carrying out the purposes of this Assignment. Section 7. Purchase Agreement. This Assignment is delivered pursuant to, and hereby made subject to, the terms and conditions of the Purchase Agreement. In the event that any provision of this Assignment is construed to conflict with any provision of the Purchase Agreement, the provisions of the Purchase Agreement shall be deemed controlling to the extent of such conflict Section 8. Successors and Permitted Assigns. This Assignment shall be binding upon and inure to the benefit of Assignee and Assignor and their respective successors and permitted assigns. 4 Section 9. Recordation. To facilitate recordation, there may be omitted from the Exhibits to this Assignment in certain counterparts descriptions of property located in recording jurisdictions other than the jurisdiction in which the particular counterpart is to be filed or recorded. Section 10. No Multiple Conveyances. Assignor and Assignee acknowledge and agree that certain Quitclaim Deeds are being and will be executed by Assignor and Assignee to effect the conveyance of those field offices and other real property described on Exhibit A -4 to the Purchase Agreement and any Personal Property located thereon as contemplated by the Purchase Agreement and that such Quitclaim Deeds shall not constitute multiple conveyances of any of the Conveyed Interests, such field offices and other real property described on Exhibit A -4 to the Purchase Agreement and any Personal Property located thereon. Further, Assignor and Assignee acknowledge and agree that they may be required to execute separate deeds and assignments covering certain of the Conveyed Interests conveyed hereby on forms approved by Governmental Authorities or other Persons to effect the conveyances of such Conveyed Interests. Any such separate deed or assignment (a) shall evidence this Assignment and conveyance of the applicable Conveyed Interests herein made and shall not constitute any additional conveyance of any of the Conveyed Interests, (b) is not intended to modify, and shall not modify, any of the terms, covenants and conditions or limitations on warranties set forth in this Assignment or the Purchase Agreement and is not intended to create, and shall not create, any additional representations, warranties or covenants of or by Assignor or Assignee, and (c) shall be deemed to contain all of the terms and provisions of this Assignment, as fully and to all intents and purposes as though the same were set forth at length in such separate deed or assignment. Section 11. Governing Law; Jurisdiction; Venue; Jury Waiver. THIS ASSIGNMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE RIGHTS, DUTIES AND THE LEGAL RELATIONS AMONG THE PARTIES HERETO AND THERETO SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCEPT THAT, WITH RESPECT TO ISSUES RELATING TO REAL PROPERTY FOR PROPERTIES LOCATED IN A SPECIFIC STATE, THE LAWS OF SUCH STATE SHALL GOVERN), EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION. ALL OF THE PARTIES HERETO CONSENT TO THE EXERCISE OF JURISDICTION IN PERSONAM BY THE FEDERAL COURTS OF THE UNITED STATES LOCATED IN HOUSTON, TEXAS OR THE STATE COURTS LOCATED IN HOUSTON, TEXAS FOR ANY ACTION ARISING OUT OF THIS ASSIGNMENT, THE TRANSACTION DOCUMENTS, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO, OR FROM THIS ASSIGNMENT, THE TRANSACTION DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY SHALL BE EXCLUSIVELY LITIGATED IN SUCH COURTS DESCRIBED ABOVE HAVING SITES IN HOUSTON, TEXAS AND EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS SOLELY IN RESPECT OF ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS ASSIGNMENT. EACH PARTY HERETO VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, THE PURCHASE AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY LAW, THAT A FINAL AND NONAPPEALABLE JUDGMENT AGAINST A PARTY IN ANY ACTION OR PROCEEDING CONTEMPLATED ABOVE SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES BY SUIT ON THE JUDGMENT, A CERTIFIED OR EXEMPLIFIED COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND AMOUNT OF SUCH JUDGMENT. TO THE EXTENT THAT EITHER PARTY OR 5 6 ANY OF ITS AFFILIATES HAS ACQUIRED, OR HEREAFTER MAY ACQUIRE, ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH PARTY (ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES) HEREBY IRREVOCABLY (i) WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS WITH RESPECT TO THIS ASSIGNMENT AND (ii) SUBMITS TO THE PERSONAL JURISDICTION OF ANY COURT DESCRIBED IN THIS SECTION 111. [Signature pages follow.] EXECUTED by Assignor and Assignee on the dates reflected in the acknowledgements of execution, but effective for all purposes as of the Effective Time. STATE OF OKLAHOMA COUNTY OF OKLAHOMA This instrument was acknowledged before me on August 2014, by John D. Raines, Vice President of Devon Energy Production Company, L.P., an Oklahoma limited partnership, on behalf of said limited partnership. (SEAL) Commission No.: MARSHA BARTLETr Notary Public 9' State of Oklahoma Comm. 02012697 Expires 08109,18 Devon Energy Production Company, L.P. r Name: Job Title: Vice President 1k Notary Public Printed Name: My Commiss�Expires: [Signature and Acknowledgement p —t-- Assignment and Bill of Sale] STATE OF OKLAHOMA COUNTY OF OKLAHOMA (SEAL) Commission No.: t oT;a q�• MARSHA BARTLET SEAL Notary Public .,�A tn-). State of Oklahoma Comm. 02012697 Expires 08/09/18 r- LINN EXCHANGE PROPERTIES, LLC, y its Managing Member, Linn Energy, LLC By: Name: David R. Beathard Title: Vice President Business Development, Strategy Planning This instrument was acknowledged before me on August 2014, by David R. Beathard, Vice President Business Development, Strategy Planning of Linn Exchange Properties, LLC, a Delaware limited liability company, on behalf of said limited liability company. 7)1.6.,,lGc &tecG Notary Public Printed Name: My Commie Expires: [Signature and Acknowledgement page to Assignment and Bill of Sale] LEASE NUMBER LESSOR LESSEE LEGAL DESCRIPTION LEASE DATE STATE COUNTY BOOK PAGE INSTRUMENT NUMBER RECEPTION MICROFILM RECORDING INFORMATION 49- USA WYW ROBERT T 26N R 112W SEC 11 12/01/1949 WYOMING LINCOLN 2031768/000 EV- 026056 CONNAGHAN T 26N R 112W SEC 14: ALL 49- USA WYEV GILBERT/MILLER T -26 -N, R -112 -W 02/01/1948 WYOMING LINCOLN 2031812/000 023313 -A SEC. 12: LOTS 3, 4, W/2 E /2; SEC. 13: N/2 LIMITED IN DEPTH FROM SURFACE TO 3,975' LINCOLN COUNTY, WYOMING 49- ST WY 0 -22646 CALIFORNIA T 26N R 113W SEC 1: SENW 01/16/1958 WYOMING LINCOLN 2032027/000 COMPANY 49- USA WYW CHANDLER T -26 -N, R -112 -W 11/01/1947 WYOMING LINCOLN 2032031/000 EV- 022931 ASSOCIATES SEC. 8: W/2 SE /4 (AKA LOTS 7, 11); LIMITED FROM THE SURFACE TO 3,271' LINCOLN COUNTY, WYOMING 49- ST OF WY 0- LOWELL DANIELS T 20N R 99W SEC 36: ALL 05/02/1952 WYOMING LINCOLN 2044187/000 12726 INC T 19N R 99W SEC 16: NE, SE, W2 T 20N R 99W SEC 36: ALL Exhibit "A" Attached to and made part of that certain Assignment and Bill of Sale dated effective April 1, 2014 by and between Devon Energy Production Company, L.P. and Linn Exchange Properties, LLC Page 1 of 1 Exhibit "A -3" Attached to and made part of that certain Assignment and Bill of Sale dated effective April 1, 2014 by and between Devon Energy Production Company, L.P. and Linn Exchange. Properties, LLC NONE Page 1of1 =Molt H -4 Attached to and made part of that certain Assignment and Bill of Sale dated effective April 1, 2014 by and between Devon Energy Production Company, L.P. and Linn Exchange Properties, LLC NONE Page 1 of 1 Exhibit "A -5" Attached to and made part of that certain Assignment and Bill of Sale dated effective April 1, 2014 by and between Devon Energy Production Company, L.P. and Linn Exchange Properties, LLC NONE Page 1 of 1 DIVEST CODE DIVEST DESCRIPTION STATE COUNTY COST CENTER WELL NAME API OPERATOR NAME LEGAL DESCRIPTION 950C JONAH WY LINCOLN 1007266401 RESERVOIR 65 -1 490232136400 CABOT OIL GAS CORPORATI 001.023N -110W DA111U11 D Attached to and made part of that certain Assignment and Bill of Sale dated effective April 1, 2014 by and between Devon Energy Production Company, L.P. and Linn Exchange Properties, LLC Page 1 of 1 Exhibit "F' Attached to and made part of that certain Assignment and Bill of Sale dated effective April 1, 2014 by and between Devon Energy Production Company L.P. and Linn Exchange Properties, LLC NONE Pagel of