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Home My WebLink About978971STATE OF WYOMING COUNTIES OF LINCOLN and UINTA ASSIGNMENT AND BILL OF SALE 978971 10/23/2014 11:14 AM LINCOLN COUNTY FEES: $33.00 PAGE 1 OF 8 BOOK: 842 PAGE: 25 ASSIGNMENT JEANNE WAGNER, LINCOLN COUNTY CLERK 11111111 I11111 1111111111110111111011111111111111111111111111111111111111111111 This ASSIGNMENT AND BILL OF SALE (this "Assignment dated September 4, 2014, but effective as of July 1, 2010 "Effective Time is from BP America Production Company, a Delaware corporation, with an office at 501 WestLake Park Boulevard, Houston, Texas 77079 "Assignor to Merit Management Partners I, L.P., Merit Management Partners II, L.P., Merit Management Partners III, L.P., Merit Energy Partners III, L.P., Merit Energy Partners E -III, L.P., and Merit Energy Partners F- III, L.P., each a Delaware limited partnership, with an office at 13727 Noel Road, Suite 1200 Dallas, Texas 75240 (hereinafter referred to collectively as "Assignee Assignor and Assignee sometimes individually, a "Party" and collectively, the "Parties FOR Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby ASSIGNS and TRANSFERS to Assignee all of Assignor's right, title and interest (real, personal, mixed, contractual or otherwise) in, to and under or derived from the properties and interests described on Exhibit "A" attached hereto and made a part hereof, provided that Assignor expressly excepts, reserves and retains, unto itself, its affiliates, successors and assigns the Excluded Properties (as defined in the Purchase and Sale Agreement identified in paragraph 4 below). Such properties and interests assigned hereby, less and except the Excluded Properties, are referred to herein as the "Properties Assignor warrants title to its interest in the Properties, subject to the Permitted Encumbrances (as defined in the Purchase and Sale Agreement identified in paragraph 4 below), unto Assignee, its successors and assigns, against all persons claiming or to claim the same or any part thereof by, through or under Assignor, but not otherwise. THE PROPERTIES ARE ASSIGNED "AS IS AND, EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE AND AS EXPRESSLY PROVIDED IN THE PURCHASE AND SALE AGREEMENT HEREINAFTER DESCRIBED, ASSIGNOR MAKES NO, AND EXPRESSLY DISCLAIMS AND NEGATES ANY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO (a) MERCHANTABILITY OF THE PROPERTIES, (b) FITNESS OF THE PROPERTIES FOR ANY PARTICULAR PURPOSE, (c) CONDITION OF THE PROPERTIES, (d) CONFORMITY OF THE PROPERTIES TO MODELS OR SAMPLES OF MATERIALS AND (e) TITLE TO THE PROPERTIES. Assignment and Bill of Sale dated September 4, 2014 but effective July 1, 2010 1 TO HAVE AND TO HOLD the Properties subject to the following terms and conditions: 1. Agreements. This Assignment is made subject to and is burdened by the terms, covenants and conditions contained in all valid and subsisting contracts, agreements and instruments associated with or burdening the Properties, and Assignee agrees to be bound by, assume the obligations arising under, and perform all of the terms, covenants and conditions contained therein. The Properties are assigned by Assignor subject to the Permitted Encumbrances. Further Assignor retains the non exclusive rights of ingress and egress across, over and upon the lands included in the Properties to the extent such retention does not contravene any existing agreements or rights of Third Parties, for the purposes of Assignor's retained interests, and rights and obligations retained by Assignor under the Purchase and Sale Agreement identified in paragraph 4 below. 2. Compliance With Laws. This Assignment is made subject to all applicable laws, statutes, ordinances, permits, decrees, orders, judgments, rules and regulations that are promulgated, issued or enacted by a governmental entity having jurisdiction, and Assignee agrees to comply with the same. 3. Successors and Assigns. The terms, covenants and conditions contained in this Assignment are binding upon and inure to the benefit of the Parties and their respective successors and assigns, and such terms, covenants and conditions are covenants running with the land and with each subsequent transfer or assignment of the Properties or any part thereof. 4. Purchase and Sale Agreement. This Assignment is made in accordance with and is subject to the terms, covenants and conditions contained in that certain Purchase and Sale Agreement dated July 24, 2010, by and between Assignor and Assignee "Purchase and Sale Agreement a copy of which can be obtained from Assignee at the above referenced address. The terms, covenants and conditions of the Purchase and Sale Agreement are incorporated herein by reference, and if there is a conflict between the provisions of the Purchase and Sale Agreement and this Assignment, the provisions of the Purchase and Sale Agreement shall control. [Remainder of Page Intentionally Left Blank; Signature Pages Follow] Assignment and Bill of Sale dated September 4, 2014 but effective July 1, 2010 2 EXECUTED on the day and year first referenced above, but effective as of the Effective Time. ASSIGNOR BP AMERICA PRODUCTION COMPANY By: :2.C,c,v,; 6 Name: Melanie B. Bell Title: Attorney -in -Fact Assignment and Bill of Sale dated September 4, 2014 but effective July 1, 2010 3 ASSIGNEE MERIT MANAGEMENT PARTNERS I, L.P. MERIT MANAGEMENT PARTNERS II, L.P. MERIT MANAGEMENT PARTNERS III, L.P. MERIT ENERGY PARTNERS III, L.P. By: Merit Management Partners. GP, LLC, general partner By: By: Name: Christopher S. Hagge Title: Vice President .0tu MERIT ENERGY PARTNERS E -III, L.P. By: Merit Management Partners II, L.P., general partner By: Merit Management Partners GP, LLC, general partner Christop er S. Ha OUU. gge hr p gg e Title: Vice President MERIT ENERGY PARTNERS F III, L.P. By: Merit Management Partners III, L.P., general partner By: Merit Management Partners GP, LLC, general partner By: Name: Christo Title: Vice President Assignment and Bill of Sale dated September 4, 2014 but effective July 1, 2010 4 STATE OF TEXAS COUNTY OF HARRIS On this 4th day of September, 2014, before me appeared Melanie B. Bell, to me personally known, who, being by me duly sworn, did say that she is Attorney -in -Fact for BP AMERICA PRODUCTION COMPANY, and that said instrument was signed on behalf of said corporation. Given under my hand and seal this 4 day of September, 2014. My Commission Expires: o m p� GEORGE L. M CLEOD Notary Public, State of T My Commission Expires 29, 2014 December 29 STATE OF TEXAS COUNTY OF My Commission Expires: I r r, Stephanie Lott /CC Stephanie Commission Expires '4Cr4`' 10 -07 -2016, Notary Public, State of Texas Notary George L. McLeod Name (Typed or Printed) 12595224 -5 Notary's Identification Number On this day of a ll* o 2014, before me appeared Christopher S. Hagge, to me personally known,. ho, being by me duly sworn, did say that he is Vice President for MERIT MANAGEMENT PARTNERS I, L.P., MERIT MANAGEMENT PARTNERS II, L.P., MERIT MANAGEMENT PARTNERS III, L.P., MERIT ENERGY PARTNERS III, L.P., MERIT ENERGY PARTNERS E -III, L.P., and MERIT ENERGY PARTNERS F -III, L.P., and that said instrument was signed on behalf of said corporation. Given under my hand and seal thi (Qay of Qr, 2014 (Typed or Printed) Notary's Identification Number Assignment and Bill of Sale dated September 4, 2014 but effective July 1, 2010 blic, State of Texas 5 Exhibit "A" Properties Attached to that certain Assignment and Bill of Sale dated September 4, 2014 but effective July 1, 2010, between BP America Production Company, as Assignor, and Merit Management Partners I, L.P. et al, as Assignees Assignment and Bill of Sale dated September 4, 2014 but effective July 1, 2010 6 MERIT NUMBER BP CONTRACT NUMBER GRANTOR GRANTEE CONTRACT NAME DATE SEC TWN RGE BOOK PAGE COUNTY 15, 17 17N 118W 54419000 103584 UINTA LIVESTOCK GRAZING PTNSHP AMOCO PRODUCTION CO SULPHUR HAUL ROAD AGREEMENT 6/25/1981 13, 15 1714 119W 388 444 Uinta SULPHUR HAUL ROAD RIGHT -OF- 54420000 103585 BELL BUTTE GRAZING PARTNERSHIP AMOCO PRODUCTION COMPANY WAY 6/25/1981 21, 23 17N 119W 388 456 Uinta 5, 7, 20, 17N 118W Uinta Unita 6, 7, 18, 17N 119W 389 495 Uinta 31 18N 119W Lincoln Lincoln and 57619000 103642 UINTA LIVESTOCK GRAZING PTNSHP AMOCO PRODUCTION CO ACCESS ROAD AGREEMENT 7/1/1981 25, 35 18N 120W 180PR 48 Lincoln WHITNEY CANYON SALT WATER DISPOSAL WELL SITE SURFACE 54456000 111902 UINTA LIVESTOCK GRAZING PTNSHP AMOCO PRODUCTION CO LEASE 4/1/1983 18 17N 119W 484 5 Uinta 54463000 114103 UINTA LAND AND GRAZING COMPANY CHEVRON U.S.A., INC. ACCESS ROAD AGREEMENT 5/1/1982 21 17N 119W 444 335 Uinta MASTER ACCESS ROAD RIGHT -OF- 54484000 119058A BELL BUTTE GRAZING PARTNERSHIP AMOCO PRODUCTION COMPANY WAY AGREEMENT 4/1/1986 21 17N 120W Unrecorded Unrecorded Uinta ROAD ACCESS AND ESCAPE ROAD 64493000 148960 UINTA LIVESTOCK GRAZING PTNSHP AMOCO PRODUCTION CO AGREEMENT 5/1/1995 31 18N 119W Unrecorded Unrecorded Uinta BP (AMOCO PRODUCTION 54516000 164765 UINTA LIVESTOCK GRAZING PTNSHP COMPANY) PIPELINE AGREEMENT 10/1/1997 18 17N 119W 757 472 Uinta BP -AMOCO ROAD ACCESS AND ESCAPE ROAD 54517000 164787 UINTA LIVESTOCK GRAZING PTNSHP (AMOCO PRODUCTION CO) AGREEMENT 10/1/1995 7 17N 119W 757 436 Uinta BP (AMOCO PRODUCTION 54520000 164790 UINTA LIVESTOCK GRAZING PTNSHP COMPANY) PIPELINE AGREEMENT 10/1/2000 18 17N 119W 757 409 Uinta BP AMERICA PRODUCTION 54521000 171112 UINTA LIVESTOCK GRAZING PTNSHP COMPANY PIPELINE AGREEMENT 11/1/2002 18 17N 119W 792 787 Uinta BP AMERICA PRODUCTION 54525000 171965 UINTA LIVESTOCK GRAZING PTNSHP COMPANY PIPELINE AGREEMENT 7/1/2003 25 18N 120W 808 966 Uinta BP (AMOCO PRODUCTION 54529000 173623 UINTA LIVESTOCK GRAZING PTNSHP COMPANY) PIPELINE AGREEMENT 7/1/2001 13 18N 120W 767 559 Uinta BP (AMOCO PRODUCTION 54530000 173624 UINTA LIVESTOCK GRAZING PTNSHP COMPANY) AGREEMENT 7/1/2001 13 18N 120W 767 576 Uinta BP (AMOCO PRODUCTION 54531000 173625 UINTA LIVESTOCK GRAZING PTNSHP COMPANY) PIPELINE AGREEMENT 7/1/2001 7,18 17N 119W 767 581 Uinta BP (AMOCO PRODUCTION 54532000 173626 UINTA LIVESTOCK GRAZING PTNSHP COMPANY) PIPELINE AGREEMENT 12/1/2001 13 18N 120W 767 600 Uinta BP (AMOCO PRODUCTION 54533000 173627 UINTA LIVESTOCK GRAZING PTNSHP COMPANY) ACCESS ROAD AGREEMENT 11/1/2002 13 18N 120W 767 618 Uinta BP (AMOCO PRODUCTION 54535000 173629 UINTA LIVESTOCK GRAZING PTNSHP COMPANY) PIPELINE AGREEMENT 11/1/2002 18 17N 119W 767 640 Uinta BP (AMOCO PRODUCTION 54536000 173630 UINTA LIVESTOCK GRAZING PTNSHP COMPANY) PIPELINE AGREEMENT 7/1/2001 7 17N 119W 767 767 Uinta Exhibit "A" Properties Attached to Assignment and Bill of Sale dated September 4, 2014 but effective July 1, 2010, between BP America Production Company and Merit Management Partners I, L.P. et al 1 of 2 MERIT NUMBER BP CONTRACT NUMBER GRANTOR GRANTEE CONTRACT NAME DATE SEC TWN RGE BOOK PAGE COUNTY 54538000 173656 BELL BUTTE GRAZING PARTNERSHIP BP (AMOCO PRODUCTION COMPANY) PIPELINE AGREEMENT 7/1/2001 7 18N 119W 769 162 Uinta 54539000 173657 BELL BUTTE GRAZING PARTNERSHIP BP (AMOCO PRODUCTION COMPANY) PIPELINE AGREEMENT 7/1/2001 7 18N 119W 769 179 Uinta 54540000 173661 BELL BUTTE GRAZING PARTNERSHIP BP (AMOCO PRODUCTION COMPANY) ACCESS ROAD AGREEMENT 7/1/2002 7 18N 119W 769 144 Uinta 54541000 174199 UINTA LIVESTOCK GRAZING PTNSHP BP AMERICA PRODUCTION COMPANY PIPELINE AGREEMENT 5/1/2002 19 18N 119W 776 969 Uinta 54560000 185146 UINTA LIVESTOCK GRAZING PTNSHP BP AMERICA PRODUCTION COMPANY PIPELINE AGREEMENT 8/1 /2004 7, 17, 18 17N 119W 831 97 Uinta 54561000 185147 UINTA LIVESTOCK GRAZING PTNSHP BP AMERICA PRODUCTION COMPANY PIPELINE AGREEMENT 8/1/2004 7 17N 119W 831 114 Uinta 54575000 195278 UINTA LIVESTOCK GRAZING PTNSHP BP AMERICA PRODUCTION COMPANY PIPELINE AGREEMENT 9/1/2007 6, 7 17N 119W 901 167 Uinta 54582000 300803 UINTA LIVESTOCK GRAZING PTNSHP BP AMERICA PRODUCTION COMPANY ACCESS ROAD AGREEMENT 9/1/2008 24, 27 17N 120W 934 535 Uinta 64583000 301919 UINTA LIVESTOCK GRAZING PTNSHP BP AMERICA PRODUCTION COMPANY WATER TANK AND PIPELINE AGREEMENT 3/31/2008 17, 18 17N 119W 912 762 Uinta Exhibit "A" Properties Attached to Assignment and Bill of Sale dated September 4, 2014 but effective July 1, 2010, between BP America Production Company and Merit Management Partners I, L.P. et al 2 of 2 i