Attached files
EXHIBIT 10.12
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is dated May 24, 2011, and
is entered into by and between PETROLEUM EXPLORATION AND MANAGEMENT, LLC
("PEM"), a Colorado limited liability company whose address is 20203 Highway 60,
Platteville, Colorado 80651 and SYNERGY RESOURCES CORPORATION ("Synergy") a
Colorado corporation whose address is 20203 Highway 60, Platteville, Colorado
80651.
RECITALS
A. PEM wishes to transfer the wells described in Exhibit 1 attached
hereto, and its respective working interest and net revenue interest
in the oil and gas leases described in Exhibit 2 attached hereto.
B. Synergy has conducted an independent investigation of the nature and
extent of these oil and gas leasehold interests, wells and equipment
and wishes to purchase the interests of PEM in these assets.
C. By this instrument, Synergy and PEM set forth their agreement
concerning the purchase and sale of these oil and gas leasehold
interests, wells and equipment.
AGREEMENT
In consideration of the mutual promises contained herein, PEM and the Synergy
agree as follows:
ARTICLE I
PURCHASE AND SALE OF THE ASSETS
1.1 Purchase and Sale. PEM hereby agrees to sell and Synergy hereby agrees to
purchase the Assets pursuant to the terms of this Agreement.
1.2 The Assets. As used herein, the term "Assets" refers to all of PEM's right,
title and interest in and to the following:
(a) The oil and gas wells specifically described in Exhibit 1
(collectively, the "Wells"), together with all personal property,
fixtures, improvements, permits, rights-of-way and easements used or
held for use in connection with the production, treatment,
compression, storing, sale or disposal of Hydrocarbons or water
produced from the properties and interests described in Section
1.2(b).
(b) The leasehold estates created by the oil and gas leases specifically
described in Exhibit 2, (collectively, the "Leases"), and the oil,
gas, coalbed gas and all other hydrocarbons whether liquid, solid or
gaseous (collectively, the "Hydrocarbons") produced or to be produced
through such Leases, and all contract rights and privileges, surface,
reversionary or remainder interests and other interests associated
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with the Leases, insofar as they pertain to production of Hydrocarbons
through such Leases.
(c) The pooling and communitization agreements, declarations and orders,
and the units created thereby (including all units formed under
orders, regulations, rules or other acts of any federal, state or
other governmental agency having jurisdiction), as well as all other
such agreements relating to the properties and interests described in
Sections 1.2(a) and (b) and to the production of Hydrocarbons, if any,
attributable to said Leases and Wells.
(d) All existing and effective sales, purchase, exchange, gathering,
transportation and processing contracts, operating agreements,
balancing agreements, farmout agreements, service agreements, area of
mutual interest agreements, and other contracts, agreements and
instruments, insofar as they relate to the Leases and Wells described
in Sections 1.2 (a) through (c) above and contracts as shown on
Exhibit 3.
(e) The files, records and data relating to the items described in
Sections 1.2(a) through (d) maintained by PEM and relating to the
interests described in Sections 1.2(a) through (d) above (including
without limitation, all lease files, land files, well files,
accounting records, drilling reports, abstracts and title opinions,
seismic data, geophysical data and other geologic information and
data), but only to the extent not subject to unaffiliated third party
contractual restrictions on disclosure or transfer and only to the
extent related to the Assets (the "Records").
1.3 Purchase Price. The purchase price (the "Purchase Price"), for the Assets
will be $19,000,000, which will consist of:
o $10,000,000 in the form of cash;
o $3,800,000 paid in form of 1,381,818 shares of Synergy's restricted
common stock; and
o a promissory note in the principal amount of $5,200,000 which will
bear interest at 5 1/4% per year, will be due and payable on January
2, 2012, and which will be collateralized by a security interest in
the Assets.
1.4 Effective Time and Date. The purchase and sale of the Assets shall become
effective at 12:01 a.m. on January 1, 2011. Revenues and expenses shall be
prorated as of the Effective Time and Date. PEM shall pay all ad valorem
and severance taxes on production obtained from the Assets prior to the
Effective Time and Date and Synergy shall pay all ad valorem and severance
taxes on production obtained from the Assets after the Effective Time and
Date.
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ARTICLE II
PEM'S REPRESENTATIONS AND WARRANTIES
2.1 General Representations. With respect to itself, and/or the Assets which it
owns and has agreed to sell under this Agreement, PEM, makes the following
representations and warranties:
(a) Incorporation/Qualification. PEM represents that it is a Colorado
limited liability compan y, duly organized, validly existing and in
good standing under the laws of the State of Colorado.
(b) Power and Authority. PEM has all requisite power and authority to own
its interest in the Assets, to carry on its businesses as presently
conducted, to execute and deliver this Agreement, and to perform its
obligations under this Agreement.
(c) No Lien, No Violation. Except for the Mortgage and Security Interest
in the form attached as Exhibit 6, the execution and delivery of this
Agreement does not, and the fulfillment of and compliance with the
terms and conditions hereof will not, as of Closing, (i) create a lien
or encumbrance on the Assets or trigger an outstanding security
interest in the Assets that will remain in existence after Closing,
(ii) violate, or be in conflict with, any material provision of any
statute, rule or regulation applicable to PEM, or any agreement or
instrument to which PEM is a party or by which it is bound, or, (iii)
to its knowledge, violate, or be in conflict with any statute, rule,
regulation, judgment, decree or order applicable to PEM.
(d) Authorization and Enforceability. This Agreement is duly and validly
authorized and constitutes the legal, valid and binding obligation of
PEM, enforceable in accordance with its terms, subject, however, to
the effects of bankruptcy, insolvency, reorganization, moratorium and
other laws for the protection of creditors, as well as to general
principles of equity, regardless whether such enforceability is
considered in a proceeding in equity or at law.
(e) Liability for Brokers' Fees. PEM has not incurred any liability,
contingent or otherwise, for brokers' or finders' fees relating to the
transactions contemplated by this Agreement for which Synergy shall
have any responsibility whatsoever.
(f) No Bankruptcy. There are no bankruptcy proceedings pending, being
contemplated by or threatened against PEM.
(g) Litigation. There are no actions, suits, ongoing governmental
investigations, written governmental inquiries or proceedings pending
against PEM, or the Assets in any court or by or before any federal,
state, municipal or other governmental agency that would affect any
PEM's ability to consummate the transaction contemplated hereby, or
materially adversely affect the Assets or PEM's ownership or operation
of the Assets.
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2.2 PEM's Representations and Warranties with Respect to the Assets. PEM makes
the following representations and warranties regarding the Assets to be
sold and assigned hereunder:
(a) Liens. Except for the Permitted Encumbrances, or as otherwise agreed
to in writing by Synergy, the Assets will be conveyed to Synergy free
and clear of all liens, restrictions and encumbrances created by,
through or under PEM. As used in this Agreement, "Permitted
Encumbrances" means any of the following matters to the extent the
same are valid and subsisting and affect the Assets:
(1) all matters not created by, through or under PEM, including
without limitation any matters created by, through or under their
predecessors in title;
(2) any liens for taxes and assessments not yet delinquent or, if
delinquent, that are being contested in good faith in the
ordinary course of business and for which PEM has agreed to pay
pursuant to the terms hereof or which have been prorated pursuant
to the terms hereof;
(3) the terms, conditions, restrictions, exceptions, reservations,
limitations and other matters contained in the agreements,
instruments and documents that create or reserve to PEM its
interests in the Assets, provided the same do not result in a
decrease in the Net Revenue Interest associated with the Wells or
Leases;
(4) any obligations or duties to any municipality or public authority
with respect to any franchise, grant, license or permit, and all
applicable laws, rules, regulations and orders of the United
States and the state, county, city and political subdivisions in
which the Assets are located and that exercises jurisdiction over
such Assets, and any agency, department, board or other
instrumentality thereof that exercises jurisdiction over such
Assets (collectively, "Governmental Authority");
(5) any (i) easements, rights-of-way, servitudes, permits, surface
leases and other rights in respect of surface operations,
pipelines, grazing, hunting, logging, canals, ditches, reservoirs
or the like and (ii) easements for streets, alleys, highways,
pipelines, telephone lines, power lines, railways and other
similar rights-of-way;
(6) all landowner royalties, overriding royalties, net profits
interests, carried interests, production payments, reversionary
interests and other burdens on or deductions from the proceeds of
production relating to the Assets if the net cumulative effect of
such burdens does not operate to reduce the Net Revenue Interest
of the PEM in any Asset;
(7) all rights to consent by, required notices to, filings with, or
other actions by Governmental Authorities in connection with the
sale or conveyance of oil and gas leases or interests therein
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that are customarily obtained subsequent to such sale or
conveyance;
(8) all defects and irregularities affecting the Assets which
individually or in the aggregate do not operate to reduce the net
revenue interests of PEM, increase the proportionate share of
costs and expenses of leasehold operations attributable to or to
be borne by the working interest of PEM, or otherwise interfere
materially with the operation, value or use of the Assets.
(b) Wells, Leases and Equipment. To the best of the PEM's knowledge, (i)
the Leases are in full force and effect and are valid and subsisting
covering the entire estates that they purport to cover; (ii) they have
not been advised by the lessor of any Lease of a default under a Lease
or of any demand to drill an additional well on a Lease; (iii) all
royalties, rentals and other payments due under the Leases have been
fully, properly and timely paid; (iv) PEM has the Working Interest and
Net Revenue Interest in the Wells and Leases as shown on Exhibits 1
and 2, and the equipment associated with the Wells is functional and
in good working order. PEM will use commercially reasonable efforts to
take all action necessary to keep the Leases in force and effect until
the Closing.
(c) Prepayments and Wellhead Imbalances. PEM is not obligated, by virtue
of a production payment, prepayment arrangement under any contract for
the sale of Hydrocarbons and containing a "take or pay," advance
payment or similar provision, gas balancing agreement or any other
arrangement to deliver Hydrocarbons produced from the Assets at any
time after the Effective Time and Date without then or thereafter
receiving full payment therefore. None of the Wells have been produced
in excess of applicable laws, regulations or rulings.
(d) Taxes. All due and payable production, severance and similar taxes and
assessments based on or measured by the ownership of the Assets or the
production of Hydrocarbons or the receipt of proceeds from the Assets
have been fully paid.
(e) Maintenance of Interests. PEM has maintained, and will continue from
date of this Agreement until the Closing maintain, the Assets in a
reasonable and prudent manner, in full compliance with applicable law
and orders of any governmental authority, and will maintain insurance
and bonds now in force with respect to the Assets, to pay when due all
costs and expenses coming due and payable in connection with the
Asset, and to perform all of the covenants and conditions contained in
the Leases, Contracts and all related agreements.
(f) Access. To the same extent PEM has such right, at all times prior to
the Closing, Synergy and the employees and agents of Synergy shall
have access to the Assets at Synergy's sole risk, cost and expense at
all reasonable times, and shall have the right to conduct equipment
inspections, environmental audits, and any other investigation of the
Assets on one day's prior notice to PEM and upon agreement with PEM as
to time and place of such actions.
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(g) Environmental Matters. To PEM's best knowledge, it is not in material
violation of any Environmental Laws applicable to the Assets, or any
material limitations, restrictions, conditions, standards, obligations
or timetables contained in any Environmental Laws. No notice or action
alleging such violation is pending or, to PEM's knowledge, threatened
against the Assets. For purposes of this Agreement "Environmental
Laws" means any federal, state, local, or foreign statute, code,
ordinance, rule, regulation, policy, guidelines, permit, consent,
approval, license, judgment, order, writ, decree, injunction, or other
authorization, including the requirement to register underground
storage tanks, relating to (a) emissions, discharges, releases, or
threatened releases of Hazardous Materials into the natural
environment, including into ambient air, soil, sediments, land surface
or subsurface, buildings or facilities, surface water, groundwater,
pub1icly owned treatment works, septic systems, or land, (b) the
generation, treatment, storage, disposal, use, handling,
manufacturing, transportation, or shipment of Hazardous Materials, or
(c) otherwise relating to the pollution of the environment, solid
waste handling treatment, or disposal, or operation or reclamation of
mines or oil and gas wells.
"Hazardous Material" means (a) any "hazardous substance," as defined
by CERCLA, (b) any "hazardous waste," as defined by the Resource
Conservation and Recovery Act, as amended, (c) any hazardous,
dangerous, or toxic chemical, material, waste, or substance within the
meaning of and regulated by any Environmental Law, (d) any radioactive
material, including any naturally occurring radioactive material, and
any source, special, or byproduct material as defined in 42 U.S.C.
ss.2011 et seq. and any amendments or authorizations thereof, (e) any
asbestos-containing materials in any form or condition, or (f) any
polychlorinated biphenyls in any form or condition.
(h) Obligation to Close. PEM shall take or cause to be taken all actions
necessary or advisable to consummate the transactions contemplated by
this Agreement and to assure that as of the Closing it will not be
under any material, corporate, legal, governmental or contractual
restriction that would prohibit or delay the timely consummation of
such transactions.
(i) No Third Party Options. There are no existing agreements, options, or
commitments with, of or to any person to acquire the Assets.
(j) Production Sale Contracts. See Exhibit 3
(k) Material Contracts. To the best knowledge of PEM, it is not in default
under any material Contract related to ownership or operation of the
Assets.
(l) Accuracy of Data. To PEM's best knowledge, it has provided Synergy
with accurate information relating to the Assets including, without
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limitation, production history and characteristics, operating revenue
and prices currently being received for production.
(m) Preferential Purchase Rights and Consents. There are no preferential
purchase rights in respect of any of the Assets.
ARTICLE III
SYNERGY'S REPRESENTATIONS AND WARRANTIES
Synergy makes the following representations and warranties:
3.1 Organization and Standing. Synergy is a Colorado corporation duly
organized, validly existing and in good standing under the laws of the
State of Colorado.
3.2 Power. Synergy has all requisite power and authority to carry on its
business as presently conducted and to execute and deliver this Agreement
and perform its obligations under this Agreement. The execution and
delivery of this Agreement and consummation of the transactions
contemplated hereby and the fulfillment of and compliance with the terms
and conditions hereof will not violate, or be in conflict with, any
material provision of its governing documents or any material provision of
any agreement or instrument to which it is a party or by which it is bound,
or, to its knowledge, any judgment, decree, order, statute, rule or
regulation applicable to it.
3.3 Authorization and Enforceability. The execution, delivery and performance
of this Agreement and the transaction contemplated hereby have been duly
and validly authorized by all requisite corporate action on behalf of
Synergy. This Agreement constitutes Synergy's legal, valid and binding
obligation, enforceable in accordance with its terms, subject, however, to
the effects of bankruptcy, insolvency, reorganization, moratorium and
similar laws for the protection of creditors, as well as to general
principles of equity, regardless whether such enforceability is considered
in a proceeding in equity or at law.
3.4 Liability for Brokers' Fees. Synergy has not incurred any liability,
contingent or otherwise, for brokers' or finders' fees relating to the
transactions contemplated by this Agreement for which PEM shall have any
responsibility whatsoever.
3.5 Litigation. There is no action, suit, proceeding, claim or investigation by
any person, entity, administrative agency or governmental body pending
against Synergy before any governmental authority that impedes or is likely
to impede its ability (i) to consummate the transactions contemplated by
this Agreement or (ii) to assume the liabilities to be assumed by it under
this Agreement.
3.6 Evaluation. In entering into this Agreement, Synergy acknowledges and
affirms that it has relied and will rely solely on the terms of this
Agreement and upon its independent analysis, evaluation and investigation
of, and judgment with respect to, the business, economic, legal, tax or
other consequences of this transaction, including without limitation, its
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own estimate and appraisal of the extent and value of the Assets, and the
petroleum, natural gas and other reserves associated with the Assets.
ARTICLE IV
TITLE MATTERS
4.1 Examination of Files and Records. PEM has made available to Synergy its
existing Lease, Well and title files, accounting records, production
records, easements, Contracts, division orders and other information, to
the extent not subject to confidentiality agreements, available in its
files relating to the Assets. If Closing does not occur, Synergy shall
promptly return all such data and other to PEM.
4.2 Title Review. Synergy has reviewed title to the Assets; has agreed to
accept title in its current condition; and has decided to proceed with
Closing.
ARTICLE V
ENVIRONMENTAL MATTERS
Synergy has had access to and the opportunity to inspect the Assets for all
purposes, including without limitation, for the purposes of detecting the
presence of hazardous or toxic substances, pollutants or other contaminants,
environmental hazards, naturally occurring radioactive materials ("NORM"),
produced water, air emissions, contamination of the surface and subsurface and
any other Environmental Defects. PEM understands that its is responsible for
notifying appropriate government agencies of any Environmental Defects, and
potentially for any clean-up or remediation with respect to any Environmental
Defects. Nothing contained in this Article V limits the provisions of Section
9.1 of this Agreement.
ARTICLE VI
COVENANTS OF PEM PRIOR TO CLOSING
6.1 Affirmative Covenants. Until Closing, PEM, shall do the following:
(a) Continue to pay any shut in royalties which may be due and take any
and all other actions necessary to keep the Leases in full force and
effect;
(b) Maintain insurance now in force with respect to the Assets;
(c) Comply with all other terms of all Leases and Contracts;
(d) Notify Synergy of any claim or demand which might materially adversely
affect title to or operation of the Assets; and
(e) Pay costs and expenses attributable to the Assets as they become due.
6.2 Negative Covenants. Until Closing, PEM shall not do any of the following
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with regard to the Assets it has agreed to sell and assign hereunder
without first notifying Synergy:
(a) Abandon any Well unless required to by a regulatory agency;
(b) Release all or any portion of a Lease, Contract or easement;
(c) Commence an operation in a Well if the estimated cost of the operation
exceeds $7,500 net to PEM's interest, except such operations for which
Synergy may provide its consent;
(d) Create a lien, security interest or other encumbrance on the Assets;
(e) Remove or dispose of any of the Assets;
(f) Amend a Lease, Contract or easement or enter into any new contracts
affecting the Assets; or
(g) Waive, comprise or settle any claim that would materially affect
ownership, operation or value of any of the Assets exceeding $3,500
net to PEM's interest.
ARTICLE VII
CLOSING
7.1 Date of Closing. Closing of the transactions contemplated hereby shall be
held on or before May 24, 2011, or at such other time mutually agreed by
the parties.
7.2 Place of Closing. The Closing shall be held at the offices of Synergy, or
at such other place mutually agreed by the parties.
7.3 Closing Obligations. At the Closing, the following shall occur:
(a) PEM shall, execute, acknowledge and deliver an Assignment and Bill of
Sale in the form attached as Exhibit 4, conveying the Assets to
Synergy, and
(b) Synergy shall pay to PEM
o $10,000,000 (or the Adjusted Purchase Price) by bank check
payable to PEM;
o 1,381,818 restricted shares of Synergy's common stock
representing $3,800,000;
o A promissory note in the form attached as Exhibit 5; and
o a Mortgage and Security Agreement in the form attached as Exhibit
6.
ARTICLE VIII
POST-CLOSING OBLIGATIONS
8.1 Delivery of Records. PEM agrees to make the Records available for pick up
by Synergy as soon as is reasonably practical, but in any event on or
before seven (7) days after Closing. PEM may retain copies of the Records
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and PEM shall have the right to review and copy the Records during standard
business hours upon reasonable notice for so long as Synergy retains the
Records. PEM at all times will maintain the confidential nature of the
Records in accordance with Article X. Synergy agrees that the Records will
be maintained in compliance with all applicable laws governing document
retention. Synergy will not destroy or otherwise dispose of Records after
Closing, unless Synergy first gives the PEM reasonable notice and an
opportunity to copy the Records to be destroyed. If and to the extent
certain portions of the Records are subject to unaffiliated third party
contractual restrictions on disclosure or transfer, PEM agrees to use
reasonable efforts to obtain the waiver of such contractual restrictions;
provided, however, that they shall not be required to expend any money in
connection with obtaining such waivers.
8.2 Proceeds and Invoices For Property Expenses Received After Closing. PEM
shall be responsible for the payment of all its costs, liabilities and
expenses (including ad valorem and severance taxes) incurred in the
ownership and operation of the Assets prior to the Effective Time and Date
and not yet paid or satisfied. Synergy shall be responsible for payment (at
Closing or thereafter if not reflected on the Closing Settlement Statement)
of all costs, liabilities and expenses (including ad valorem and severance
taxes) incurred in the ownership and operation of the Assets after the
Effective Time and Date. After the Closing, those proceeds attributable to
the Assets received by a party, or invoices for expenses attributable to
the Assets, shall be settled as follows:
(a) Proceeds. Proceeds received by Synergy with respect to sales of
Hydrocarbons produced prior to the Effective Time and Date shall be
immediately remitted or forwarded to PEM. Proceeds received by PEM
with respect to sales of Hydrocarbons produced after the Effective
Time and Date shall be immediately forwarded to Synergy.
(b) Property Expenses. Invoices received by Synergy that relate to
operation of the Assets prior to the Effective Time and Date shall be
forwarded to PEM by Synergy, or if already paid by Synergy, invoiced
by Synergy to PEM. Invoices received by PEM that relate to operation
of the Assets after the Effective Time and Date shall be immediately
forwarded to Synergy by PEM, or if already paid by PEM, invoiced by
them to Synergy.
8.3 Plugging Liability. From and after the Closing, Synergy will assume the
expenses and costs of plugging and abandoning the Wells and restoration of
operation sites, all in accordance with the applicable laws, regulations
and contractual provisions. Notwithstanding the above, Synergy will not be
responsible for plugging the Ole 11-24 in Section 24, Township 6 North,
Range 65 West, Weld County, CO.
8.4 Assumption of Contracts. From and after the Effective Time and Date,
Synergy assumes, will be bound by, and agrees to perform all express and
implied covenants and obligations of PEM relating to the Assets, whether
arising under (i) the Leases, prior assignments of the Leases, the
Contracts, the easements, the permits or any other contractually-binding
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arrangements to which the Assets (or any component thereof) may be subject
and which will be binding on PEM and/or the Assets (or any component
thereof) after the Closing or (ii) any applicable laws, ordinances, rules
and regulations of any governmental or quasi-governmental authority having
jurisdiction over the Assets.
8.5 Access. Synergy shall have the right following Closing to make such
nonexclusive use of roads and other access improvements as may now or
hereafter exist on the Lands as it believes convenient in connection with
its operations on the Leases, subject to its compliance with the Leases or
other instruments creating the rights-of way or easements and its payment
of an appropriate share of maintenance costs based upon its use of such
road or access improvements.
8.6 Further Assurances. From time to time after Closing, PEM and Synergy shall
each execute, acknowledge and deliver to the other such further instruments
and take such other action as may be reasonably requested in order to
accomplish more effectively the purposes of the transactions contemplated
by this Agreement.
ARTICLE IX
INDEMNIFICATION
9.1 By the PEM. Except as otherwise provided herein, PEM shall be responsible
for and shall indemnify and hold harmless Synergy, its officers, directors,
employees and agents, from all claims, losses, costs, liabilities, damages
and expenses, including reasonable attorneys' fees and costs,
(collectively, "Claims") arising out of or resulting from (i) PEM's
ownership or operation of the Assets prior to Closing, including Claims
arising under Environmental Laws, (ii) PEM's disbursement of production
proceeds from the Assets accruing prior to the Effective Time and Date, and
(iii) any breach of any surviving representations, warranties, covenants or
conditions of PEM contained in this Agreement, subject, however, to the
limitations set forth in Sections 11.9 and 11.10.
9.2 By Synergy. Except as otherwise provided herein, Synergy shall be
responsible for and shall indemnify and hold harmless PEM, its officers,
directors, employees and agents, from all Claims arising out of or
resulting from (i) Synergy's ownership or operation of the Assets after
Closing, including Claims arising under Environmental Laws, and (ii) any
breach of any representation, warranties, covenants or conditions of
Synergy contained in this Agreement, subject, however, to the limitations
set forth in Section 11.10.
ARTICLE X
CONFIDENTIALITY
If the Closing does not occur, Synergy will use its best efforts to keep all the
information furnished by PEM to Synergy hereunder or in contemplation hereof
strictly confidential including, without limitation, the Purchase Price and
other terms of this Agreement, and will not use any of such information to
Synergy's advantage or in competition with PEM, except to the extent such
information (i) was already in the public domain, not as a result of disclosure
by Synergy, (ii) was already known to Synergy, (iii) is developed by Synergy
independently from the information supplied by PEM, or (iv) is furnished to
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Synergy by a third party independently of Synergy's investigation pursuant to
the transaction contemplated by this Agreement.
ARTICLE XI
MISCELLANEOUS
11.1 Exhibits. The exhibits to this Agreement are hereby incorporated into this
Agreement by reference and constitute a part of this Agreement.
11.2 Notices. All notices and communications required or permitted under this
Agreement shall be in writing and addressed as set forth below. Any
communication or delivery hereunder shall be deemed to have been duly made
and the receiving party charged with notice (i) if personally delivered,
when received, (ii) if sent by facsimile transmission or electronic mail,
when received (iii) if mailed, five (5) business days after mailing,
certified mail, return receipt requested, or (iv) if sent by overnight
courier, one day after sending. All notices shall be addressed as follows:
If to the Synergy: Synergy Resources Corporation
20203 Highway 60 Platteville, Colorado 80651
Telephone: (970) 737-1073
If to PEM: Petroleum Exploration and Management, LLC
20203 Highway 60 Platteville, CO 80651
Telephone: (970) 737-1090
Any party may, by written notice so delivered to the other parties, change
the address or individual to which delivery shall thereafter be made.
11.3 Amendments. Except for waivers specifically provided for in this Agreement,
this Agreement may not be amended nor any rights hereunder waived except by
an instrument in writing signed by the party to be charged with such
amendment or waiver and delivered by such party to the party claiming the
benefit of such amendment or waiver.
11.4 Assignment. Synergy and PEM shall not assign all or any portion of their
respective rights or delegate all or any portion of their respective duties
hereunder unless they continue to remain liable for the performance of
their obligations hereunder. Synergy may not assign the benefits of PEM's
indemnity obligations contained in this Agreement, and any permitted
assignment shall not include such benefits. No such assignment or
obligation shall increase the burden on PEM or impose any duty on it to
communicate with or report to any transferee, and PEM may continue to look
to Synergy for all purposes under this Agreement.
11.5 Counterparts; Fax Signatures. This Agreement may be executed by Synergy and
PEM in any number of counterparts, each of which shall be deemed an
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original instrument, but all of which together shall constitute but one and
the same instrument. Facsimile signatures shall be considered binding.
11.6 Governing Law. This Agreement and the transactions contemplated hereby and
any arbitration or dispute resolution conducted pursuant hereto shall be
construed in accordance with, and governed by, the laws of the State of
Colorado without reference to the conflict of laws principles thereof.
11.7 Entire Agreement. This Agreement, together with the Purchase and Sale
Agreement (Operations and Leaseholds) of even date, constitute the entire
understanding among the parties, their respective partners, members,
trustees, shareholders, officers, directors and employees with respect to
the subject matter hereof, superseding all negotiations, prior discussions
and prior agreements and understandings relating to such subject matter.
11.8 Binding Effect. This Agreement shall be binding upon, and shall inure to
the benefit of, the parties hereto, and their respective successors and
assigns.
11.9 Survival. The representations and warranties of the parties hereto
contained in Article II (except Section 2.2(a), (b) and (g)) and Article
III and the indemnification of the parties hereto contained in Article IX,
and all claims, causes of action and damages with respect thereto, and the
provision of paragraph 1.5, shall survive the Closing for a period of
twenty-four months thereafter, and then expire and terminate. The
representations and warranties contained in Section 2.2(a), (b) and (g)
shall not survive the Closing, but shall expire and terminate at the
Closing.
11.10 Limitation on Damages; Provision for Recovery of Costs and Attorney's
Fees. The parties expressly waive any and all rights to consequential,
special, incidental, punitive or exemplary damages, or loss of profits
resulting from breach of this Agreement. The prevailing party in any
litigation seeking a remedy for the breach of this Agreement shall,
however, be entitled to recover all attorneys' fees and costs incurred in
such litigation.
11.11 No Third-Party Beneficiaries. This Agreement is intended to benefit only
the parties hereto and their respective permitted successors and assigns.
11.12 Severability. If at any time subsequent to the date hereof, any provision
of this Agreement shall be held by any court of competent jurisdiction to
be illegal, void or unenforceable, such provision shall be of no force and
effect, but the illegality or unenforceability of such provision shall have
no effect upon and shall not impair the enforceability of any other
provision of this Agreement.
11.13 Waiver. No consent or waiver, express of implied, to or of any breach or
default in the performance of any obligation or covenant hereunder shall
constitute a consent or waiver to or of any other breach or default in the
performance of the same or any other obligations hereunder.
13
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first-above written.
PETROLEUM EXPLORATION AND SYNERGY RESOURCES CORPORATION
MANAGEMENT, LLC
By: /s/ Ed Holloway By: /s/ Frank L. Jennings
------------------------------ ---------------------------------
Ed Holloway, Manager Frank L. Jennings, Chief
Financial Officer
Synergy Resources Corporation
By: /s/ William E. Scaff, Jr.
---------------------------------------
William E. Scaff, Jr., Manager
14
EXHIBIT 1
Attached to and made a part of that certain Purchase and Sale Agreement dated
May 24, 2011, by and between Petroleum Exploration & Management LLC and Synergy
Resources Corporation.
OGCC # Well Name QQ SEC TWP RGN WI% NRI%
----------------------------------------------------------------------------------------------
123-13324 Schoenleber #16-3 SESE 3 5N 64W 100.000000% 80.000000%
123-24077 Lower Latham #8-15 SWNE 8 5N 64W 6.2500000% 4.937500%
123-13325 Howard #2-27 NWNE 27 6N 64W 100.000000% 80.000000%
123-13811 Howard #3-27 NENW 27 6N 64W 100.000000% 80.000000%
123-13326 Howard #8-27 SENE 27 6N 64W 100.000000% 80.000000%
123-14142 Howard #10-27 NWSE 27 6N 64W 100.000000% 80.000000%
123-14592 Howard #15-27 SWSE 27 6N 64W 100.000000% 80.000000%
123-22303 Howard A #27-7 SWNE 27 6N 64W 25.000000% 19.500000%
123-22848 Howard A #27-1 NENE 27 6N 64W 25.000000% 19.750000%
123-23474 Howard A #27-5 SWNW 27 6N 64W 8.318500% 7.300000%
123-23615 Howard A #27-6 SENW 27 6N 64W 8.318500% 7.300000%
123-14234 Johnson #5-32 SWNW 32 6N 64W 100.000000% 80.000000%
123-25082 C-DOT F #01-10 NWSE 1 5N 65W 42.942790% 34.891021%
123-13240 Peterson #1-12 NENW 12 6N 65W 100.000000% 80.000000%
123-13753 Anderson #1-13 NENE 13 6N 65W 100.000000% 80.051560%
123-13327 Wilson #1-15 NENE 15 6N 65W 100.000000% 80.000000%
123-31653 SRC M&T #10TD S2SE4/N2NE410/15 6N 65W 50.000000% 40.500000%
123-13239 Ole #4-24 NWNW 24 6N 65W 50.000000% 39.250000%
123-23634 Ole #21-24 NENW 24 6N 65W 50.000000% 39.250000%
123-26585 June E #27-15 SWSE 27 6N 65W 3.051799% 2.441439%
123-24920 June E #27-10 NWSE 27 6N 65W 3.051799% 2.441439%
123-24413 Uhrich E #27-01 NENE 27 6N 65W 3.395996% 2.778180%
123-13810 Garcia #1-5 NENE 5 4N 66W 100.000000% 78.742400%
123-30672 Garcia K #04-30D NENE 5 4N 66W 25.000000% 20.000000%
123-13785 Shable #1-7 NENE 7 4N 66W 100.000000% 80.000000%
123-13807 Loeffler-UP 3-11 NENW 11 4N 66W 50.000000% 40.000000%
123-25461 Baseball K #11-19 SENW 11 4N 66W 25.000000% 19.958409%
123-25462 Baseball K #11-04X NWNW 11 4N 66W 50.000000% 39.916818%
123-11693 Werning #1-3 SWNE 3 4N 66W 47.558640% 41.138220%
123-12589 Werning #1-2 SWNW 2 4N 66W 50.411870% 43.606270%
123-10609 Supreme Camp #1-4 NENE 4 4N 66W 52.350770% 45.283410%
123-10950 UPRR Camenisch #1-3 NENW 3 4N 66W 52.350770% 44.893200%
123-11694 Dos Rios #1-33 NESE 33 5N 66W 47.558640% 41.138220%
123-11424 Monfort #1-10 NENW 10 4N 66W 64.543570% 55.830190%
123-25130 Werning 1-3B SWSWNE 3 4N 66W 47.558640% 41.138220%
123-26201 Camenisch-UPRR #6-3BX NWSENW 3 4N 66W 13.089087% 11.322061%
123-26246 Camenisch-Straight #13-34B SESESE 33 5N 66W 13.089088% 10.761929%
123-26139 Camenisch Supreme Camp #4-3B SWNWNE 4 4N 66W 13.089088% 10.833023%
123-26399 Werning #1-2B SWSWNE 3 4N 66W 12.602967% 10.741121%
123-26441 Werning #41-3B NESENE 3 4N 66W 12.602967% 10.901567%
123-26460 Camenisch-UPRR #1-3B SWSWNE 3 4N 66W 13.089088% 11.322061%
123-26129 Werning #8-3B SWSENE 3 4N 66W 11.889660% 10.284555%
123-26029 Camenisch Dos Rios #16-33B NESESE 33 5N 66W 12.857937% 11.122115%
123-29617 SRC Northridge #11-4D NWNW 4 5N 66W 12.500000% 9.375000%
123-29619 SRC Northridge #21-4D NENW 4 5N 66W 12.500000% 9.375000%
123-29596 SRC Northridge #4AD C-NW4 4 5N 66W 12.500000% 9.375000%
15
OGCC # Well Name QQ SEC TWP RGN WI% NRI%
----------------------------------------------------------------------------------------------
123-29618 SRC Northridge #12-4D SWNW 4 5N 66W 12.500000% 9.375000%
123-29620 SRC Northridge #22-4D SENW 4 5N 66W 12.500000% 9.375000%
123-29657 SRC Northridge #4KD C-S2NW/N2SW 4 5N 66W 6.250000% 4.687500%
123-30075 SRC #31-5D NWNE 5 5N 66W 12.500000% 9.375000%
123-13332 Briggs #1-17 SWSE 17 5N 66W 100.000000% 80.000000%
123-30036 SRC #34-32 SWSE 32 6N 66W 12.500000% 9.375000%
123-30037 SRC #44-32D SESE 32 6N 66W 12.500000% 9.375000%
123-30039 SRC #32DD C-SE4 32 6N 66W 12.500000% 9.375000%
123-13880 Brownwood #11-1 SESW 11 4N 67W 100.000000% 75.180000%
123-13882 Brownwood #11-2 NESW 11 4N 67W 100.000000% 75.180000%
123-13117 Goldberg #1-24 NENE 24 5N 67W 100.000000% 80.000000%
123-13883 Stroh #35-1 SWNE 35 5N 67W 100.000000% 75.270000%
123-13886 Stroh #35-2 NWNE 35 5N 67W 100.000000% 75.270000%
123-10942 JGH #1-30 SWSE 30 5N 67W 100.000000% 75.000000%
123-29198 Meyer #8 NWNW 21 T5N 66W 12.500000% 9.375000%
123-29165 Meyer #7 S2SW4/N2NW416/21 T5N 66W 12.500000% 9.375000%
123-29166 Meyer #6 SENE 21 T5N 66W 12.500000% 9.375000%
123-29170 Meyer #5 C-NW4 21 T5N 66W 12.500000% 9.375000%
123-29164 Meyer #4 C-W2 21 T5N 66W 12.500000% 9.375000%
123-29171 Meyer #3 SESW 21 T5N 66W 12.500000% 9.375000%
123-29169 Meyer #2 E2NE4/W2NW420/21 T5N 66W 12.500000% 9.375000%
123-13680 State #16-1 NESE 16 4N 67W 100.000000% 75.000000%
123-13864 State #16-3 SWSE 16 4N 67W 100.000000% 75.000000%
123-13906 State #16-4 SESW 16 4N 67W 100.000000% 75.000000%
123-13907 State #16-5 NESW 16 4N 67W 100.000000% 75.000000%
123-13909 State #16-6 NWSW 16 4N 67W 100.000000% 75.000000%
123-26926 Gray #25-16 C 16 4N 67W 12.500000% 9.375000%
123-27171 Zabka #33-15 W2SW4/E2SE415/16 4N 67W 12.500000% 9.375000%
123-31402 SRC State #16KD N2SW4/S2NW4 16 4N 67W 12.500000% 9.375000%
123-30742 SRC State #16TD SESE 16 4N 67W 12.500000% 9.375000%
123-29543 SRC State #16LD S2SW4/N2NW416/21 4N 67W 12.500000% 9.375000%
123-30744 SRC State #16DD C-SE4 16 4N 67W 25.000000% 18.750000%
123-29540 SRC State #14-16D SWSW 16 4N 67W 25.000000% 18.750000%
123-30743 SRC State #33-16D NWSE 16 4N 67W 25.000000% 18.750000%
123-29541 SRC State #16B NESW 16 4N 67W 25.000000% 18.750000%
123-29542 SRC State #16P NESW 16 4N 67W 25.000000% 18.750000%
123-20127 Imogene #1 NENE 14 6N 65W 32.000000% 25.600000%
123-20117 Imogene #2 NWNE 14 6N 65W 32.000000% 25.600000%
123-20116 Imogene #3 NENW 14 6N 65W 32.000000% 25.600000%
123-26635 NLB #1-3-12 SWNE 12 4N 68W 45.000000% 36.344000%
123-26634 NLB #2-1-12 NWNE 12 4N 68W 45.000000% 36.344000%
123-24249 Dinner #14-15 C-NE4 14 6N 65W 23.951190% 19.160950%
013-06232 Tabor #7 NWNW 14 2N 69W 94.942980% 73.580820%
16
Exhibit "2"
Attached to and made part of that certain Purchase and Sale Agreement dated May
24, 2011, by and between Petroleum Exploration & Management LLC and Synergy
Resources Corporation.
Schoenleber 16-3 (SESE 3-5N-64W)
Date: January 30, 1984
Recorded: Book 1021 under Rec. No. 1956940
Lessor: Donald M. Schoenleber and Norma L.
Schoenleber
Lessee: Wichita Industries, Inc.
Land Description: Township 5 North, Range 64 West. 6th PM
Section 3: E2SE4 except 2.5 acre tract more
particularly described as beginning at the E
quarter corner of Sec. 3, Thence S. 302.56
ft; thence S. 88*53'52" W., 360 ft, thence N
302.56 ft; thence N. 88*53'52" E. along the
E/W centerline of said Sec. 3, 360 ft to the
point of beginning.
Date: March 9, 1984
Recorded: Book 1027 under Rec. No. 1963207
Lessor: Dan C. Webster and Julie C. Webster
Lessee: Wichita Industries
Land Description: Township 5 North, Range 64 West. 6th PM
Section A 2.5 acre tract in the E2SE4
described as the beginning at the E. quarter
corner of Sec. 3, thence S. 302.56 ft; thence
N. 88*53'52" W., 360 ft; thence N 302.56 ft;
thence N. 88*53'52" E. along the E/W
centerline of said Sec. 3, 360 ft to
the point of beginning.
Date: February 27, 1984
Recorded: Book 1024 under Rec. No. 1960186
Lessor: John Feurerstein and Mary Feurerstein
Lessee: Wichita Industries
Land Description: Township 5 North, Range 64 West. 6th PM
Section 3: E2SE4
Lower Latham 8-15 (SWNE 8-5N-64W)
Date: June 16, 1981
Recorded: Book 943 Rec. No. 1865258
Lessor: J Michael McGhee
Lessee: Jackie D Smith & Roberta I Smith h/w
Land Description: Township 5 North, Range 64 West. 6th PM
Section 8: N2NW4NE4
1
Date: June 22, 1981
Recorded: Book 943 Rec. No. 1870826
Lessor: J Michael McGhee
Lessee: Pauline Jurgens, a widow
Land Description: Township 5 North, Range 64 West. 6th PM
Section 8: S2, S2N2, S2NW4NE4
Howard 2-27 (NWNE 27-6N-64W)
Howard 3-27 (NENW 27-6N-64W)
Howard 8-27 (SENE 27-6N-64W)
Howard 10-27 (NWSE 27-6N-64W)
Howard 15-27 (SWSE 27-6N-64W)
Howard A 27-1 (NENE 27-6N-64W)
Howard A 27-5 (SWNW 27-6N-64W)
Howard A 27-6 (SENW 27-6N-64W)
Howard A 27-7 (SWNE 27-6N-64W)
Date: August 30, 1985
Recorded: Book 1099 under Rec. No. 2039679
Lessor: Fern A. Howard, W.S. Howard, and John D. Fuhr
Lessee: Frizzell Oil Co.
Land Description: Township 6 North, Range 64 West. 6th PM
Section 27: NE4, E2NW4, W2SE4
Date: August 30, 1985
Recorded: Book 1100 under Rec. No. 2040672
Lessor: Edwin P. Haefeli and Joseph L. Haefeli
Lessee: Frizzell Oil Co.
Land Description: Township 6 North, Range 64 West. 6th PM
Section 27: NE4, E2NW4, W2SE4
Date: February 4, 1987
Recorded: Book 1153 under Rec. No. 2095884
Lessor: Champlin Petroleum Company
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 27: That part of the 150-foot Union
Pacific Railroad Company abandoned right-
of-way in the E2
2
Johnson 5-32 (SWNW 32-6N-64W)
Date: March 23, 1987
Recorded: Book 1151 under Rec. No. 2093785
Lessor: Barbara McMahan & Maurice C. MCMahan
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 32: S2NW4
Date: March 27, 1987
Recorded: Book 1151 under Rec. No. 2093786
Lessor: Forrest L. Mueller
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 32: S2NW4
Date: March 25, 1987
Recorded: Book 1151 under Rec. No. 2094528
Lessor: Florence E. Harrison
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 32: S2NW4
Date: March 27, 1987
Recorded: Book 1151 under Rec. No. 2094529
Lessor: Henry Dale Mueller and Jean Louise Muelller
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 32: S2NW4
Date: March 31, 1987
Recorded: Book 1151 under Rec. No. 2094530
Lessor: Bobbie J. Eldridge and Harvey P. Eldridge
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 32: S2NW4
3
Date: March 27, 1987
Recorded: Book 1153 under Rec. No. 2098343
Lessor: Donna Lee Meuller Denner and James E. Denner
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 32: S2NW4
Date: April 29, 1987
Recorded: Book 1155 under Rec. No. 2098342
Lessor: George G. McAlear and Sharon Lee McAlear
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 32: S2NW4
Date: April 29, 1987
Recorded: Book 1155 under Rec. No. 2098343
Lessor: Donna M. Wood
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 32: S2NW4
Date: April 29, 1987
Recorded: Book 1155 under Rec. No. 2098343
Lessor: Donna M. Wood
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 32: S2NW4
Date: April 29, 1987
Recorded: Book 1155 under Rec. No. 2098343
Lessor: Russell M. McAlear & Marietta Ruth McAlear
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 32: S2NW4
Date: April 27, 1987
Recorded: Book 1155 under Rec. No. 2098344
Lessor: Darrel Reed & Lillian Reed
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 32: S2NW4
4
Date: April 28, 1987
Recorded: Book 1156 under Rec. No. 2098983
Lessor: Doris Brug
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 32: S2NW4
Date: April 27, 1988
Recorded: Book 1196 under Rec. No. 2141158
Lessor: John A. Livingston and Kathleen Livingston
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 32: S2NW4
Date: April 27, 1988
Recorded: Book 1196 under Rec. No. 2141551
Lessor: Mary R. Livingston
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 32: S2NW4
Date: August 22, 1988
Recorded: Book 1210 under Rec. No. 2156000
Lessor: J. Quarter Circle Co.
Lessee: Energy Minerals Corporation
Land Description: Township 6 North, Range 64 West. 6th PM
Section 32: S2NW4
CDOT F 01-10 (NWSE 1-5N-65W)
Date: June 8, 1989
Recorded: Book 1236, Rec. No. 2183215
Lessor: Noffsinger Manufacturing Co., Inc. a Corp
Lessee: Cache Exploration, Inc.
Land Description: Township 5 North, Range 65 West. 6th PM
Section 1: A tract of land located in the
N2SE4
Date: June 8, 1989
Recorded: Book 1236, Rec. No. 2183426
Lessor: Tressie Mallo, a widow
Lessee: Cache Exploration, Inc.
Land Description: Township 5 North, Range 65 West. 6th PM
Section 1: A tract of land located in the
N2SE4
5
Date: March 22, 1982
Recorded: Book 966 under Rec. No. 1889986
Lessor: John Meissinger and Emma Meissiner; Sharon
Bonnell and James H. Bonnell; Betty Jean
Ferrin and James C. Ferrin; Marvin D.
Meissinger and Janet Meissinger
Lessee: H & C Colton Company
Land Description: Township 6 North, Range 65 West. 6th PM
Section 12: E2NW4
Date: March 2, 1982
Recorded: Book 963 under Rec. No. 1885579
Lessor: Leslie E. Peterson and Joan M. Peterson
Lessee: H & C Colton Company
Land Description: Township 6 North, Range 65 West. 6th PM
Section 12: E2NW4
Anderson 1-13 (NENE 13-6N-65W)
Date: March 6, 1982
Recorded: Book 963 under Rec. No. 1885583
Lessor: Ray L. Anderson & Virginia M. Anderson
Lessee: H & C Colton Company
Land Description: Township 6 North, Range 65 West. 6th PM
Section 13: N2NE4
Wilson 1-15 (NENE 15-6N-65W)
SRC M&T 10TD (SWSE 10-6N-65W; N2NE 15-6N-65W)
Date: February 24, 1986
Recorded: Book 1104 under Rec. No. 2044786
Lessor: Robert B. Wilson and Leonard H. Wilson, Doria
Elizabeth Wilson, Intrawest Bank To Greeley,
N.A. Successor Trustee of the Nora L. Wilson
Trust Agreement, date November 04, 1997
Lessee: Bristol Production, Inc.
Land Description: Township 6 North, Range 65 West. 6th PM
Section 15: E2NE4, S2SE4
6
Ole 21-24 (NENW 24-6N-65W)
Ole 4-24 (NWNW 24-6N-65W)
Date: December 4, 1981
Recorded: Book 959 Rec. No. 1880532 (Weld County)
Lessor: J. Quarter Circle Co., a Colorado
corporation
Lessee: Aeon Energy Co
Land Description: Township 6 North, Range 65 West. 6th PM
Section 24: NW4
June E 27-15 (SWSE 27-6N-65W)
June E 27-10 (NWSE 27-6N-65W)
Date: August 4, 1977
Recorded: under Rec. No. 1735807
Lessor: Dewey L. Darling and Chloe B. Darling h/w
Lessee: Chris L. Christensen, Jr.
Land Description: Township 6 North, Range 65 West. 6th PM
Section 27: W2SE4
Uhrich E 27-01 (NENE 27-6N-65W)
Date: August 5, 1977
Recorded: Book 814 under Rec. No. 1735804
Lessor: T-S Co
Lessee: Donald R. Uhrich & Shirley Uhrich
Land Description: Township 6 North, Range 65 West. 6th PM
Section 27: NE
Date: September 13, 1982
Recorded: Book 987 under Rec. No. 1915853
Lessor: Champlin Petroleum Company
Lessee: St. Michael Exploration Company
Land Description: Township 6 North, Range 65 West. 6th PM
Section 27: Three tracts of land lying in
the E2 more fully described by metes and
bounds in lease
7
Garcia 1-5 (NENE 5-4N-66W)
Garcia K 04-30D (NENE 5-4N-66W)
Date: January 8, 1971
Recorded: Book 640 under Rec. No. 1562223
Lessor: Union Pacific Railroad Company
Lessee: Pan American Petroleum Corporation
Land Description: Township 4 North, Range 66 West. 6th PM
Section 5: NWNE (W2 of Lot 1)
Date: January 12, 1988
Recorded: Book 1184 under Rec. No. 2129114
Lessor: Union Pacific Railroad Company
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 4 North, Range 66 West. 6th PM
Section 5: E2 of Lot 1 (NENE)
Shable 1-7 (NENE 7-4N-66W)
Date: January 12, 1968
Recorded: Book 1182 under Rec. No. 2127994
Lessor: Union Pacific Resources Company
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 4 North, Range 66 West. 6th PM
Section 7: NENE
Loeffler-UP 3-11 (NENW 11-4N-66W)
Baseball K 11-19 (SENW 11-4N-66W)
Baseball K 11-4x (NWNW 11-4N-66W)
Date: July 30, 1970
Recorded: Book 631 under Rec. No. 1553082
Lessor: Union Pacific Railroad Company
Lessee: Pan American Petroleum
Land Description: Township 4 North, Range 66 West. 6th PM
Section 11: NENW
Date: February 23, 1988
Recorded: Book 1187 under Rec. No. 2132289
Lessor: Union Pacific Railroad Company
Lessee: Sunshine Valley Petroleum Corporation
Land Description: Township 4 North, Range 66 West. 6th PM
Section 11: NENW
8
Werning 1-3 (SWNE 3-4N-66W)
Werning 1-2 (SWNW 2-4N-66W)
Supreme Camp 1-4 (NENE 4-4N-66W)
UPRR Camenisch 1-3 (NENW 3-4N-66W)
Dos Rios 1-33 (NESE 33-5N-66W)
Monfort 1-10 (NENW 10-4N-66W)
Werning 1-3B (SWSWNE 3-4N-66W)
Camenisch-UPRR 6-3BX (NWSENW 3-4N-66W)
Camenisch-Straight 13-34B (SESESE 33-5N-66W)
Camenisch Supreme Camp 4-3B (SWNWNE 4-4N-66W)
Werning 1-2B (SWSWNE 3-4N-66W)
Werning 41-3B (NESENE 3-4N-66W)
Camenisch-UPRR 1-3B (SWSWNE 3-4N-66W)
Werning 8-3B (SWSENE 3-4N-66W)
Camenisch Dos Rios 16-33B (NESESE 33-5N-66W)
Date: September 20, 1914
Recorded: Book 1044 Rec. No. 1983314
Lessor: Glenn J. Werning & Kathy J. Werning, h/w
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 2SE4NW4, North of County Rd.
Weld County, Colorado
Date: September 19, 1984
Recorded: Book 1044 Rec. No. 1983315
Lessor: Norma Nelma Nevi & Louis G. Nevi
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 2: SE4NW4 North of County Rd. Weld
County, Colorado
Date: September 19, 1984
Recorded: Book 1044 Rec. No. 1983317
Lessor: Charlene Joy Cooper & Max L. Cooper
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 2: SENW, North of County Rd.
Weld County, Colorado
Date: September 19, 1984
Recorded: Book 1044 Rec. No. 1983319
Lessor: Charles Norris Nevi & Karen R. Nevi
Lessee: H & C Colton company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 2: SENW, North of County Rd. Weld
County, Colorado
9
Date: September 19, 1984
Recorded: Book 1044 Rec. No. 1983318
Lessor: LuAnn Nevi Miles & Lloyd M. Miles
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 2: SENW, North of the County
Rd. Weld County, Colorado
Date: September 19, 1984
Recorded: Book 1044 Rec. No. 1983316
Lessor: Mildred Norris Rider etal
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 2: SENW, North of the County
Rd. Weld County, Colorado
Date: September 20, 1964
Recorded: Book 1044 Rec. No. 1983312
Lessor: Jessie Werning, a widow
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 2SWNW Weld County, Colorado
Date: December 22, 1983
Recorded: Book 1017 Rec. No. 1951637
Lessor: Charlene Joy Cooper & Max E. Cooper
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 3: NE4 Weld County, Colorado
Date: November 13, 1978
Recorded: Book 858 Rec. No. 1780134
Lessor: Harold G. Werning et ux, et al
Lessee: Colton & Colton
Land Description: Township 4 North, Range 66 West. 6th PM
Section 3: W2NE, Weld County, Colorado
Date: December 22, 1983
Recorded: Book 1017 Rec. No. 1951638
Lessor: Norma Nelms Nevi & Louis G. Nevi
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 3: W2NE, Weld County, Colorado
10
Date: December 22, 1963
Recorded: Book 1017 Rec. No. 1951639
Lessor: Charles Norris Nevi & Karen R. Nevi
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 3: W2NE, Weld County, Colorado
Date: December 22, 1983
Recorded: Book 1017 Rec. No. 1951636
Lessor: Mildred Norriw Rider, et vir, et al
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 3: NE4, Weld County, Colorado
Date: January 28, 1982
Recorded: Book 960 Rec. No. 11882101
Lessor: Supreme Camp of the American Woodsmen. A
Colorado corporation
Lessee: The Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 3: W2NW
Section 4: E2NE
Date: January 8, 1971
Recorded: Book 640 Rec. No. 1562223
Lessor: Union Pacific Railroad Company
Lessee: Pan American Petroleum Corp.
Land Description: Township 4 North, Range 66 West. 6th PM
Section 3: SENW, Weld County, Colorado
Date: November 13, 1978
Recorded: Book 358 Rec. No. 1780134
Lessor: Harold G. Werning, et al, et al
Lessee: Colton & C Colton
Land Description: Township 4 North, Range 66 West. 6th PM
Section 3: E2NE, Weld County, Colorado
Date: December 22, 1983
Recorded: Book 1017 Rec. No. 1951638
Lessor: Norma Nelma Nevi, et vir
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 3: E2NE, Weld County, Colorado
11
Date: December 22, 1983
Recorded: Book 1017 Rec. No. 1951639
Lessor: Charles Norris Nevi, et ux
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 3: E2NE Weld County, Colorado
Date: December 22, 1983
Recorded: Book 1017 Rec. No. 1951640
Lessor: LuAnn Nevi Miles, et vir
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 3: NE Weld County
Date: February 11, 1981
Recorded: Book 953 Rec. No. 1875543
Lessor: Lloyd W. rumsey & Edna Rumsey
Lessee: The Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 3: NWSW
Section 4: S2SE, excluding the base of the
Shannon to the base of the Codell/Niobrara
formation, N2SE,except that part lying South
of the County Rd, including any lands under
Rights of Way for canals, public roads or
railroads, Weld County, Colorado
Date: July 18, 1987
Recorded: Book 116 Rec. No. 2110607
Lessor: Monfort of Colorado, Inc.
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 3: That part of the NWSW lying South
of the centerline of county Rd 394 Section 4:
That part of the S2SE (excluding the base of
the Shannon to the base of the
Codell/Niobrara formation) lying South of the
centerline of County Road 394, more
particularly described in that Warranty Deed
dated April 23, 1969, recorded in B-608,
R-1530489. Weld County, Colorado
12
Date: December 19, 1978
Recorded: Book 861 Rec. No. 1782862
Lessor: Roy Werning & Jessie Werning
Lessee: The Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 2: All that part of the NE4
described as: Beginning at a point 1105 ft
to center of said Section 2: thence North
along the North and South half section line
a distance of 1325 ft to the SI Co. Road:
thence in a Northeasterly direction along
the SI. Co. Rd 776 ft: thence in a
Southeasterly direction a distance
of 1852 ft to the East and West half section
line which is the point of beginning
containing 37.5 acres, m/l. Also the E2NW
of Section 2 South of the County Rd
Containing 36 acres, m/l. Weld County,
Colorado
Date: September 19, 1984
Recorded: Book 1044 Rec. No. 1983315
Lessor: Norma Nelma Nevi & Louis G. Nevi
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 2: N2NW, Weld County, Colorado
Date: September 19, 1984
Recorded: Book 1044 Rec. No. 1983313
Lessor: Harold G. Werning & Evelyn H. Werning
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 2: N2NW, Weld County, Colorado
Date: September 1, 1987
Recorded: Book 1194 Rec. No. 2139254
Lessor: Union Pacific Resources Company
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 4: A parcel of land being all of that
portion of the 300' wide right-of-way of the
Union Pacific Railroad Company Main Line
(Dent Branch) situate in the South Half of
the Southeast Quarter (S2SE), (Excluding
those depths and formations from the base of
the Shannon to the base of the Codell
formation to the stratigraphic equivalent of
7,330' as found in the Rumsey-Monfort 1-4
well located in the SWSE 4-4n-60w.
Weld County, Colorado
13
Date: August 10, 1978
Recorded: Book 842 Rec. No. 764358
Lessor: Monfort Feed Lots, a Division of Monfort of
Colorado, Inc.
Lessee: The Colton company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 10: N2NW, W2SW Weld County,
Colorado
Date: August 9, 1979
Recorded: Book 894 Rec. No. 1816337
Lessor: George Kammerzell, Jr. & Anna Kammerzell
Lessee: The Colton company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 3: NENW, W2NW Weld County,
Colorado Section 4: NE Township 5 North,
Range 66 West 6th PM Section 34: SWSW, NWSW,
South of County Rd, Weld County, Colorado
Date: November 1, 1981
Recorded: Book 956 Rec. No. 1878013
Lessor: Phillip E. Camenisch
Lessee: The Colton company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 3: NENW
Section 4: W2NE
Township 5 North, Range 66 West 6th PM
Section 34: SWSW, NWSW, South of County Rd,
Including any lands under Rights of Way for
canals or public roads. Weld County,
Colorado
Date: March 12, 1983
Recorded: Book 992 Rec. No. 1922656
Lessor: Lloyd W. Rumsey and Edna Rumsey
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 2: A tract of land in the NE4 NENW
Section 4: W2NE
Township 5 North, Range 66 West 6th PM
Section 35: W2SE4 Weld County, Colorado
14
Date: December 10, 1987
Recorded: Book 1179 Rec. No. 2124534
Lessor: Dos Rios
Lessee: H & C Colton Company
Land Description: Township 5 North, Range 66 West 6th PM
Section 34: NESW, NWSW lying North of the
County Rd, EXCEPTING THEREFROM a tract in the
NWSW lying North of the County Rd and more
particularly described as follows: beginning
at the SW Corner of said NWSW and considering
the W line of said NWSW to bear N 00 degrees
00'00" E and with all other bearing contained
herein relative thereto; thence N 00 degrees
00'00k" E along the W line of said NWSW,
239.23 ft. to a point on the N right of way
line of Weld County Road 396, said point
being the True Point of Beginning: thence N
00 degrees 00'00" E 50.63 feet to the SW
corner of Dos Rios Estates thence Easterly
along the S line of said Dos Rios Estates the
following three courses and distances: N 59
degrees 19'15" E 442.56 ft N 51 degrees
00'00" E 245.00 ft N 82 degrees 30'00" E
64.80 ft thence S 13 degrees 08'08" E 345.11
ft to the N right of way line of Weld County
Road 396: thence S 81 degrees 47'15" W along
said N Weld County, Colorado
Date: March 1, 1981
Recorded: Book 933 Rec. No. 1854848
Lessor: Walter V Straight, a widower
Lessee: H & C Colton Company
Land Description: Township 4 North, Range 66 West. 6th PM
Section 2: A tract of land in the NE4 NENW
Section 4: W2NE
Township 5 North, Range 66 West 6th PM
Section 35: W2SE4 Weld County, Colorado
15
Date: January 18, 1982
Recorded: Book 988 Rec. No. 1915351
Lessor: James Peterson & Sylvia Peterson h/w
Lessee: NORDIC PETROLEUMS INC.
Land Description: Township 5 North, Range 66 West. 6th PM
Section 34: Lot five (5), DOS RIOS ESTATES,
EXCEPTING THEREFROM all that part of lot 5
more particularly described as follows, to
wit: Beginning at the SE corner of Lot 5;
thence NE 63 degrees 00'00" W along the
Southerly line of Lot 5, 75 feet; thence N 09
degrees 12'20" E 205.81 feet to a point on
the E line of Lot 5; thence S 09 degrees
00'00" E along the E line, 234.15 to the
Point of Beginning, containing 0.173 acres,
m/l. ALSO, All that part of Lot 4, DOS RIOS
ESTATES,more particularly described as
follows, to wit: Beginning at the NW corner
of Lot 4; thence N 76 degrees 49'30" E along
the N line of said Lot 4, 72 ft; thence S 09
degrees 12'20" W 229.78 ft to a point on the
W line of Lot 4; thence 09 degrees 00'00" W
along said W line 213.03 ft to the Point of
Beginning, containing 0.176 acres m/l,
according to the recorded map or plat
thereof. The above described lands contain
5.00 acres m/l Weld County, Colorado
Date: January 18, 1982
Recorded: Book 918 under Rec. No. 1916643
Lessor: Patrick M Braddy & Mary J Braddy, h/w
Lessee: NORDIC PETROLEUMS, INC
Land Description: Township 5 North, Range 66 West. 6th PM
Section 34: Lot 2 , DOS RIOS ESTATES, a
subdivision located in said Section 34
according to the recorded Map or plat
thereof, Weld County Colorado
Date: June 8, 1981
Recorded: Book 939 under Rec. No. 1861346
Lessor: Nellie M. Spencer formerly Nellie M. Pimic
and Ralph E Spencer
Lessee: The Colton Company
Land Description: Township 5 North, Range 66 West. 6th PM
Section 34: All that part of the W2SWlying
North of the County Rd. Weld County,
Colorado
Date: January 14, 1982
Recorded: Book 988 under Rec. No. 1916554
Lessor: William C. Humphries
Lessee: NORDIC PETROLEUMS INC
Land Description: Township 5 North, Range 66 West. 6th PM
Section 34: Lot 3 DOS RIOS ESTATES a
subdivision located in said section 34,
according to the recorded map or plat
thereof. Weld County Colorado
16
Date: January 24, 1982
Recorded: Book 990 under Rec. No. 1919879
Lessor: Daniel P. Campbell, a single man
Lessee: NORDIC PETROLEUMS INC
Land Description: Township 5 North, Range 66 West. 6th PM
Section 34: Lot 2 DOS RIOS ESTATES a
subdivision
located in said section 34, according to the
recorded map or plat thereof. Weld
County Colorado
Date: March 13, 1981
Recorded: Book 935 under Rec. No. 1857113
Lessor: Donald G Allely & Joyce l Allely
Lessee: The Colton Company
Land Description: Township 5 North, Range 66 West. 6th PM
Section 33: NWSE, below the base of Shannon,
NESE including any lands under rights of way
for canals, public roads and railroads. Weld
County, Colorado
Date: March 18, 1981
Recorded: Book 972 under Rec. No. 1897312
Lessor: Dos Rios Inc
Lessee: The Colton Company
Land Description: Township 5 North, Range 66 West. 6th PM
Section 33: NWSE, below the base of Shannon,
NESE including any lands under rights of way
for canals, public roads and railroads. Weld
County, Colorado
Date: February 15, 1984
Recorded: Book 1022 under Rec. No. 1958320
Lessor: The Great Western Sugar Company
Lessee: The Colton Company
Land Description: Township 5 North, Range 66 West. 6th PM
Section 33: That part of the NWSE, below the
base of Shannon, more particularly described
by metes and bounds in the lease. Weld
County, Colorado
Date: November 1, 1981
Recorded: Book 956 under Rec. No. 1878013
Lessor: Phillip E Camenisch
Lessee: The Colton Company
Land Description: Township 5 North, Range 66 West. 6th PM
Section 33: SWSE, below the base of Shannon,
SESE. Weld County, Colorado
17
Date: March 4, 1993
Recorded: Book 1374 under Rec. No. 2325901
Lessor: David Claman and Brenda Claman, husband and
wife
Lessee: H & C Colton Company
Land Description: Township 5 North, Range 66 West. 6th PM
Section 34: Lot 7 of Dos Rios Estates lying
within the W2SW4, as described in lease
Date: April 14, 1993
Recorded: Book 1381 under Rec. No. 2331004
Lessor: Weld County, Colorado
Lessee: H & C Colton Company
Land Description: Township 5 North, Range 66 West. 6th PM
Section 34: A strip of land, 100 ft in width,
running across the NW4SW4 if said Sec. 34,
being the same strip, insofar as it crosses
said NW4SW4, described in that certain Deed
from County recorded in Book 1135 at page
126. Notwithstanding the specificity of the
above description or descriptions in prior
Deeds, this lease shall cover all lands owned
by Lessor in said NW4SW4
Date: December 23, 1992
Recorded: Book 1365 under Rec. No. 2317221
Lessor: John W. Mills and Caroline R. Mills, husband
and wife
Lessee: H & C Colton Company
Land Description: Township 5 North, Range 66 West. 6th PM
Section 34: Lot 6, Dos Rios Estates, and
that part of Lot 7 Dos Rios Estates lying
within the W2SW4
Date: December 23, 1992
Recorded: Book 1365 under Rec. No. 2317222
Lessor: Frederick J. Bauer and Sharon J. Bauer,
husband and wife
Lessee: H & C Colton Company
Land Description: Township 5 North, Range 66 West. 6th PM
Section 34: That part of Lot 11, Dos
Rios Estates, according to the recorded play
thereof, contained in the NW4SW4
Date: December 23, 1992
Recorded: Book 1366 under Rec. No. 2317223
Lessor: Robert N. Guthrie and Pamela Cross
Lessee: H & C Colton Company
Land Description: Township 5 North, Range 66 West. 6th PM
Section 34: Lot 8, Dos Rios Estates,
according to the recorded plat thereof
18
Date: December 23, 1992
Recorded: Book 1366 under Rec. No. 2317572
Lessor: Sally J. Kelley
Lessee: H & C Colton Company
Land Description: Township 5 North, Range 66 West. 6th PM
Section 34: That part of Lot 9, Dos Rios
Estates, according to the recorded plat
thereof, contained in the NW4SW4
Date: December 23, 1992
Recorded: Book 1366 under Rec. No. 2317674
Lessor: Mike R. Hajek and Julie S. Hajek, husband and
wife
Lessee: H & C Colton Company
Land Description: Township 5 North, Range 66 West. 6th PM
Section 34: Lot 4, Dos Rios Estates,
according to the record lot 5 described in
the lease
Date: December 23, 1992
Recorded: Book 972 under Rec. No. 1897312
Lessor: Dos Rios, Inc., a Colorado Corporation
Lessee: The Colton Company
Land Description: Township 5 North, Range 66 West. 6th PM
Section 33: NE4SE4, including any lands under
rights-of-way for canals, public roads or
railroads
Date: December 23, 1992
Recorded: Book 1371 under Rec. No. 2322646
Lessor: Thomas P. Dykstra
Lessee: H & C Colton Company
Land Description: Township 5 North, Range 66 West. 6th PM
Section 34: That part of Lot 5, Tract A,
Dos Rios Estates, according to the recorded
plat thereof, contained in the NW4SW4
19
SRC Northridge 11-4D (NWNW 4-5N 66W)
SRC Northridge 21-4D (NENW 4-5N-66W)
SRC Northridge 4AD (C-NW4 4-5N-66W)
SRC Northridge 12-4D (SWNW 4-5N-66W)
SRC Northridge 22-4D (SENW 4-5N-66W)
SRC Northridge 4KD (C-S2NW; N2SW 4-5N-66W)
Date: May 12, 2008; Recorded June 17, 2008
Recorded: under Rec. No. 3561259 (Weld County)
Lessor: Weld County School District Six
Lessee: Francis Energy, Inc.
Land Description: Township 5 North, Range 66 West. 6th PM
Section 4: Those tracts of land located in
the NW4 being more particularly described by
metes and bounds in the lease
Date: May 21, 2008; Recorded July 1, 2008
Recorded: under Rec. No. 3564209 (Weld County)
Lessor: Kimmark, LLC
Lessee: Francis Energy, Inc.
Land Description: Township 5 North, Range 66 West. 6th PM
Section 4: Lot 1, Summer Park Commercial
Subdivision, City of Greeley,
according to that certain map thereof
recorded under Rec. No.
3315861, being a replat of Tract B, Summer
Park Subdivision, being part of the NW4
Date: July 1, 2008; Recorded July 2 2008
Recorded: under Rec. No. 3564568 (Weld County)
Lessor: Timber Investments, LLC
Lessee: Francis Energy, Inc.
Land Description: Township 5 North, Range 66 West. 6th PM
Section 4: Lot 1, Timber Minor subdivision,
City of Greeley according to that certain map
thereof recorded under Rec. No. 3246106 being
part of the N2
20
Date: July 2, 2008; Recorded July 2, 2008
Recorded: under Rec. No. 3564569 (Weld County)
Lessor: Highpointe, Inc. and Summer Park Condominum
Association
Lessee: Francis Energy, Inc.
Land Description: Township 5 North, Range 66 West. 6th PM
Section 4: Those tracts of land platted as
Tracts A, C, D, and E, Summer Park
Subdivision, according to that certain map
thereof recorded March 27, 2003, under Rec.
No. 3045769, being a part of the NW4,
EXCEPTING THEREFROM Tract B thereof,
subsequently replatted as Summer Park
Commercial Subdivision, City of
Greeley, according to that certain
map thereof recorded under Rec. No. 3315861.
Said lands are also more particularly
described (i) in that certain Warranty Deed
dated January 28, 2002, recorded under Rec.
No 2920569, (ii) in that certain Warranty
Deed dated August 9, 2005, recorded under
Rec. No. 3312043 (EXCEPTING THEREFROM said
Tract B as set forth above)Lot 1, Summer
Park Commercial Subdivision, City of
Greeley, according to that certain
map thereof recorded under Rec. No. 3315861,
being a replat of Tract B, Summer Park
Subdivision, being part of the NW4
Date: June 30, 2008; Recorded July 23 2008
Recorded: under Rec. No. 3568120 (Weld County)
Lessor: YGTP-G, LLC
Lessee: Francis Energy, Inc.
Land Description: Township 5 North, Range 66 West. 6th PM
Section 4: Lot 2, Timber Minor subdivision,
City of Greeley according to that certain map
thereof recorded under Rec. No. 3246106 being
part of the N2
Date: August 19, 2008; Recorded August 27, 2008
Recorded: under Rec. No. 3574742 (Weld County)
Lessor: Hartbart, LLC
Lessee: Francis Energy, Inc.
Land Description: Township 5 North, Range 66 West. 6th PM
Section 4: Tract 1, Northridge Estates,
according to that certain map thereof
recorded under Rec. No.
3289346, being part of the N2
21
Date: May 27, 2008; Recorded June 17, 2008
Recorded: under Rec. No. 3561258 (Weld County)
Lessor: Donald C. Hergenreter and Susan M.
Hergenreter
Lessee: Francis Energy, Inc.
Land Description: Township 5 North, Range 66 West. 6th PM
Section 4: Lot 1, Aubrey Acres, a
subdivision in the NE4, according to that
certain map hereof recorded in Book 1586
under Rec. No. 2528849
Date: June 30, 2008; Recorded July 18, 2008
Recorded: under Rec. No. 3567284 (Weld County)
Lessor: Aziz Zandi and Farhad Zandi
Lessee: Francis Energy, Inc.
Land Description: Township 5 North, Range 66 West. 6th PM
Section 4: Lot 2, Aubrey Acres, a
subdivision in the NE4, according to that
certain map hereof recorded in Book 1586
under Rec. No. 2528849
Date: March 30, 2010; Recorded April 14, 2010
Recorded: under Rec. No. 3686831 (Weld County)
Lessor: First TierBank
Lessee: Francis Energy, Inc.
Land Description: Township 5 North, Range 66 West. 6th PM
Section 4: All those lands platted as
Northridge Estates Subdivision, according to
that certain plat thereof recorded on May 26,
2005, under Rec. No. 3289346, EXCEPTING
THEREFROM Tracts 1 and 2 as therein platted,
being a part of the N2
Date: June 25, 2008; Recorded April 26, 2010
Recorded: under Rec. No. 3714178 (Weld County)
Lessor: Kum & Go L.C.
Lessee: Francis Energy, Inc.
Land Description: Township 5 North, Range 66 West. 6th PM
Section 4: Lot 2, Summer Park Subdivision,
City of Greeley, according to that certain
map thereof recorded under Rec. No. 3315861,
being a replat of Tract B, Summer Park
Subdivision, being a part of the NW4
22
SRC 31-5D (NWSE 5-5N-66W)
Date: June 3, 2008; Recorded June 13, 2008
Recorded: under Rec. No. 3560654 (Weld County)
Lessor: Mary M. Bohlender
Lessee: Francis Energy, Inc
Land Description: Township 5 North, Range 66 West. 6th PM
Section 5: All that part of the NE4, and all
that part of the S2SE4 of Sec 32, Township 6
N, Range 66W, 6th P.M., more particularly
described by metes and bounds on Exhibit A
of the Lease
Date: June 3, 2008; Recorded June 23, 2008
Recorded: under Rec. No. 3562351 (Weld County)
Lessor: Margaret M. Scott
Lessee: Francis Energy, Inc
Land Description: Township 5 North, Range 66 West. 6th PM
Section 5: All that part of the NE4, and all
that part of the S2SE4 of Sec 32, Township 6
N, Range 66W, 6th P.M., more particularly
described by metes and bounds on Exhibit A
of the Lease
Date: July 24, 2008; Recorded August 1, 2008
Recorded: under Rec. No. 3569792 (Weld County)
Lessor: Donald A. Wiedeman and Sharon Wiedeman
Lessee: Francis Energy, Inc
Land Description: Township 5 North, Range 66 West. 6th PM
Section 5: All that part of the NE4, and all
that part of the S2SE4 of Sec 32, Township 6
N, Range 66W, 6th P.M., more particularly
described by metes and bounds on Exhibit A of
the Lease
Date: July 24, 2008; Recorded August 1, 2008
Recorded: under Rec. No. 3569793 (Weld County)
Lessor: Edwien Wiedeman and Nancy Wiedeman
Lessee: Francis Energy, Inc
Land Description: Township 5 North, Range 66 West. 6th PM
Section 5: All that part of the NE4, and all
that part of the S2SE4 of Sec 32, Township 6
N, Range 66W, 6th P.M., more particularly
described by metes and bounds on Exhibit A of
the Lease
Date: July 24, 2008; Recorded August 1, 2008
Recorded: under Rec. No. 3569794 (Weld County)
Lessor: Elsie M. Schoenhaar and Eric Schoenhaar
Lessee: Francis Energy, Inc
Land Description: Township 5 North, Range 66 West. 6th PM
Section 5: All that part of the NE4, and all
that part of the S2SE4 of Sec 32, Township 6
N, Range 66W, 6th P.M., more particularly
described by metes and bounds on Exhibit A of
the Lease
23
Date: July 24, 2008; Recorded August 1, 2008
Recorded: under Rec. No. 3569795 (Weld County)
Lessor: Harry Wiedeman
Lessee: Francis Energy, Inc
Land Description: Township 5 North, Range 66 West. 6th PM
Section 5: All that part of the NE4, and all
that part of the S2SE4 of Sec 32, Township 6
N, Range 66W, 6th P.M., more particularly
described by metes and bounds on Exhibit A
of the Lease
Briggs 1-17 (SWSE 17-5N-66W)
Date: September 1, 1986
Recorded: Book 1132 under Rec. No. 2074426
Lessor: T-S Co
Lessee: William Shettron
Land Description: Township 5 North, Range 66 West. 6th PM
Section 17: S2SE
Date: September 16,1986
Recorded: Book 1132 under Rec. No. 2074427
Lessor: Arthur V. Briggs & Mary E. Briggs
Lessee: William Shettron
Land Description: Township 5 North, Range 66 West. 6th PM
Section 17: S2SE
SRC 34-32 (SWSE 32-6N-66W)
SRC 44-32D (SESE 32-6N-66W)
SRC 32DD (C-SE 32-6N-66W)
Date: February 3, 2009; Recorded February 6, 2009
Recorded: under Rec. No. 3603750 (Weld County)
Lessor: City of Greeley
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West. 6th PM
Section 32: All that part of the SE4SE4 of
Sec 32, Township 6 N, Range 66W, 6th P.M.,
and the NE4 of Sec 5, Township 5N, Range 66W
6th P.M. more particularly described by metes
and bounds on Exhibit A of the Lease
24
Date: August 18, 2008; Recorded September 22, 2008
Recorded: under Rec. No. 3579318 (Weld County)
Lessor: Gregory L. Hughes and Vicki K. Hughes
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West. 6th PM
Section 32: Lot 4, Block 2, Boomerang Run, a
subdivision of the City of Greeley,
according to that certain map thereof
recorded in Book 1276 under Rec. No. 2227154
Date: October 3, 2008; Recorded October 28, 2008
Recorded: under Rec. No. 3586705 (Weld County)
Lessor: Paul L. Andre and Karen M. Andre
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West. 6th PM
Section 32: Lot 3,Block 2, Boomerang Run, a
subdivision of the City of Greeley,
according to that certain map thereof
recorded in Book 1276 under Rec. No. 2227154
Date: October 25, 2008; Recorded January 5, 2009
Recorded: under Rec. No. 3597707 (Weld County)
Lessor: Leona L. Lehman
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West. 6th PM
Section 32: Lot 1,Block 3, Boomerang Run, a
subdivision of the City of Greeley,
according to that certain map thereof
recorded in Book 1276 under Rec. No. 2227154
Date: November 12, 2008; Recorded November 21, 2008
Recorded: under Rec. No. 3591075 (Weld County)
Lessor: Ronald D. Sheffer
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West. 6th PM
Section 32: Lot 1,Block 2, Boomerang Run, a
subdivision of the City of Greeley,
according to that certain map thereof
recorded in Book 1276 under Rec. No. 2227154
Date: October 25, 2008; Recorded January 5, 2009
Recorded: under Rec. No. 3597707 (Weld County)
Lessor: Gerald P Helfrich and Barbara A Helfrich
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West. 6th PM
Section 32: Lot 10,Block 3, Boomerang Run, a
subdivision of the City of Greeley,
according to that certain map thereof
recorded in Book 1276 under Rec. No. 2227154
25
Date: November 3, 2008; Recorded January 5, 2009
Recorded: under Rec. No. 3597708 (Weld County)
Lessor: Kenneth R. Fulton and Jolene C. Fulton
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West. 6th PM
Section 32: Lot 11,Block 3, Boomerang Run, a
subdivision of the City of Greeley,
according to that certain map thereof
recorded in Book 1276 under Rec. No. 2227154
Date: November 3, 2008; Recorded January 5, 2009
Recorded: under Rec. No. 3597709 (Weld County)
Lessor: Janet K. Brown
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West. 6th PM
Section 32: Lot 16,Block 2, Boomerang Run, a
subdivision of the City of Greeley,
according to that certain map thereof
recorded in Book 1276 under Rec. No. 2227154
Date: November 3, 2008; Recorded January 5, 2009
Recorded: under Rec. No. 3597710 (Weld County)
Lessor: Scott Alan Corliss and Peggy Peper Corliss
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West. 6th PM
Section 32: Lot 19,Block 2, Boomerang Run, a
subdivision of the City of Greeley,
according to that certain map thereof
recorded in Book 1276 under Rec. No. 2227154
Date: January 8, 2009; Recorded January 16, 2009
Recorded: under Rec. No. 3600090 (Weld County)
Lessor: Anthony L. Miller and Christine A. Miller
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West. 6th PM
Section 32: Lot 17,Block 2, Boomerang Run, a
subdivision of the City of Greeley,
according to that certain map thereof
recorded in Book 1276 under Rec. No. 2227154
26
Date: January 8, 2009; Recorded January 28, 2009
Recorded: under Rec. No. 3601715 (Weld County)
Lessor: Susan H Buderus and Theodore A Buderus
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West. 6th PM
Lot 13, Block 2, Boomerang Run, a subdivision
of the City of Greeley, according to that
certain map thereof recorded in Book 1276
under Rec. No. 2227154, being part of the
SE4SE4 of Sec. 32, Township 6n, Range 66w,
6 P.M. and the NE4NE4 of Section 5, Township
5n, Range 66w, 6th P.M.
Date: January 8, 2009; Recorded February 26, 2009
Recorded: under Rec. No. 3607722 (Weld County)
Lessor: Larry R Vosmera, Trustee of the Larry R
Vosmera Living Trust
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West. 6th PM
Section 32: Lot 3, Block 1, Boomerang Run, a
subdivision of the City of Greeley,
according to that certain map thereof
recorded in Book 1276 under Rec. No. 2227154
Date: April 14, 2009; Recorded April 21 2009
Recorded: under Rec. No. 3617880 (Weld County)
Lessor: Andrew M. Segal and Christine H Segal
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West. 6th
PM Lot 7 Block 2, Boomerang Run, a
subdivision of the City of Greeley,
according to that certain map thereof
recorded in book 1276 under Rec. No. 2227154,
being a part of the SE4SE4 of Section 32,
Township 6n, Range 66w, 6th P.M.
Date: April 20, 2009; Recorded April 28 2009
Recorded: under Rec. No. 3619076 (Weld County)
Lessor: Shelley L Hatch and Daniel J Hatch
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West. 6th PM
Section 32: Lot 13, Block 1, Boomerang Run,
a subdivision of the City of Greeley,
according to that certain map thereof
recorded in book 1276 under Rec. No. 2227154
Date: April 28, 2009; Recorded May 13, 2009
Recorded: under Rec. No. 3622344 (Weld County)
Lessor: James F Bush ll and Judith A Bush
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West. 6th PM
Section 32: Lot 2, Block 3, Boomerang Run, a
subdivision of the City of Greeley,
according to that certain map thereof
recorded in book 1276 under Rec. No. 2227154
27
Date: July 16, 2009; Recorded July 20, 2009
Recorded: under Rec. No. 3637394 (Weld County)
Lessor: James F Bush ll and Judith A Bush
Lessee: Francis Energy, Inc
Land Description: Township 6 North, Range 66 West, 6th PM
Lots 1, 2, 4, 5, 6, 7, 8, 10, 11, 12, 14,
and 15, Block 1; Lots 2, 5, 6, 8, 9, 11, 12,
14, 15, and 18, Block 2, Lots 3, 4, 5, 6, 7,
8, 9, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21,
22, 25, 26, and 30, Block 3 Boomerang Run, a
subdivision of the City of Greeley according
to that certain map thereof recorded in book
1276 under Rec. No. 2227154
Brownwood 11-1 (SESW 11-4N-67W)
Brownwood 11-2 (NESW 11-4N-67W)
Date: December 1, 1987
Recorded: Book 1182 under Rec. No. 2126909
Lessor: N. Eugene Brownwood & Fern Lucille Brownwood
Lessee: Shepler & Thomas, Inc.
Land Description: Township 4 North, Range 67 West. 6th PM
Section 11: E2SW4
Sec. 11: E2SW4
Date: January 1, 1988
Recorded: Book 1183 under Rec. No. 2128916
re-recorded in book 1243 No. 2190965
Lessor: Dixie Lee Gray aka Dixie Lee Deines
Lessee: Shepler & Thomas, Inc.
Land Description: Township 4 North, Range 67 West. 6th PM
Section 11: E2SW4
Goldberg 1-24 (NENE 24-5N-67W)
Date: December 14, 1981
Recorded: Book 956 under Rec. No. 1877903
Lessor: Elaine Rosamond Goldberg
Lessee: Nordic Petroleums, Inc.
Land Description: Township 5 North, Range 67 West. 6th PM
Section 24: E2NE4
28
Stroh 35-1 (SWNE 35-5N-67W)
Stroh 35-2 (NWNE 35-5N-67W)
Date: November 29, 1983
Recorded: Book No. 1015 Rec. No. 1950209
Lessor: Shirley M Stroh, aka Shirley Stroh,
fka Shirley M Carver, fka Shirley Carver
Lessee: Fuel Resources Development
Land Description: Township 5 North, Range 67 West. 6th PM
Section 35: W2NE4
Date: November 1, 1987
Recorded: Book No. 1187 Rec. No. 2132405
Lessor: Lydia Stroh
Lessee: Shepler & Thomas, Inc
Land Description: Township 5 North, Range 67 West. 6th PM
Section 35: W2NE4
Date: March 1, 1988
Recorded: Book No. 1190 Rec. No. 2135525
Lessor: Robert H Stroh and Marie Stroh, and Louise
Stroh
Lessee: Shepler & Thomas, Inc
Land Description: Township 5 North, Range 67 West. 6th PM
Section 35: W2NE4
JGH 1 (SWSE 30-5N-67W)
Date: January 7, 1980
Recorded: Book No. 893 Rec. No. 1815218
Lessor: Emanuel & Evelyn H Betz, h/w
Lessee: Enserch Exploration, Inc
Land Description: Township 5 North, Range 67 West. 6th PM
Section 30: NWSE
Date: January 10, 1980
Recorded: Book No. 896 Rec. No. 1818461
Lessor: Theresa C & Charles H Cowley, h/w
Lessee: Enserch Exploration, Inc
Land Description: Township 5 North, Range 67 West. 6th PM
Section 30: NWSE
Date: December 15, 1980
Recorded: Book No. 928 Rec. No. 18550032
Lessor: Ruth C Yates, a single woman
Lessee: Enserch Exploration, Inc
Land Description: Township 5 North, Range 67 West. 6th PM
Section 30: S2SE
29
Date: December 15, 1980
Recorded: Book No. 927 Rec. No. 1848593
Lessor: Edward H & Betty E Kammerzell, h/w
Lessee: Enserch Exploration, Inc
Land Description: Township 5 North, Range 67 West. 6th PM
Section 30: S2SE
Date: December 15, 1980
Recorded: Book No. 927 Rec. No. 1848592
Lessor: Jacob, Jr. Kammerzell & Sallie A Kammerzell,
h/w
Lessee: Enserch Exploration, Inc
Land Description: Township 5 North, Range 67 West. 6th PM
Section 30: S2SE4
Date: December 15, 1980
Recorded: Book No. 825 Rec. No. 1848592
Lessor: E. R. Betz & Helen I. & Clarence L Betz &
Helen
Lavonne Pratt, Trustees
Lessee: Carl F. Smith
Land Description: Township 5 North, Range 67 West. 6th PM
Section 30: NESE
Date: February 7, 1978
Recorded: Book No. 824 Rec. No. 1745768
Lessor: Henry Betz, a single man
Lessee: Carl F. Smith
Land Description: Township 5 North, Range 67 West. 6th PM
Section 30: NESE
Date: February 7, 1978
Recorded: Book No. 824 Rec. No. 1745769
Lessor: Alvina Betz Fiechtner, a widow
Lessee: Carl F. Smith
Land Description: Township 5 North, Range 67 West. 6th PM
Section 30: NESE
Date: February 7, 1978
Recorded: Book No. 823 Rec. No. 1745395
Lessor: Mollie Betz & John H Fiechtner, w/h
Lessee: Carl F. Smith
Land Description: Township 5 North, Range 67 West. 6th PM
Section 30: NESE
30
Date: February 7, 1978
Recorded: Book No. 823 Rec. No. 1745397
Lessor: Emma Betz & James H Yerton w/h
Lessee: Carl F. Smith
Land Description: Township 5 North, Range 67 West. 6th PM
Section 30: NESE
Date: February 6, 1978
Recorded: Book No. 822 Rec. No. 1743828
Lessor: Emanuel & Evelyn H Betz, h/w
Lessee: Carl F. Smith
Land Description: Township 5 North, Range 67 West. 6th PM
Section 30: NESE
31
Meyer 8 (NWNW 21-5N-66W)
Meyer 7 (S2SW4 16-5N-66W; N2NW4 21-5N-66W)
Meyer 6 (SENE 21-5N-66W)
Meyer 5 (C-NW4 21-5N-66W)
Meyer 4 (C-W2 21-5N-66W)
Meyer 3 (SESW 21-5N-66W)
Meyer 2 (E2NE4 20-5N-66W; W2NW4 21-5N-66W)
Date: March 18, 2008
Lessor: Ashcroft Draw LLC
Lessee: Petroleum Exploration & Management LLC
Recorded: March 24, 2008, Reception No. 3543192 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: NW1/4
Date: October 2, 2008
Lessor: Gary D. & Shelly A. Thomas
Lessee: Ashcroft Draw LLC
Recorded: October 14, 2008, Reception No. 3584152 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 1, Block 4
Date: October 2, 2008
Lessor: Jake C. & Pamela K. Rudiger
Lessee: Ashcroft Draw LLC
Recorded: October 14, 2008, Reception No. 3584153 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 14, Block 43
Date: October 2, 2008
Lessor: Neil J. & Deborah Labbe
Lessee: Ashcroft Draw LLC
Recorded: October 14, 2008, Reception No. 3584154 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 3, Block 39
32
Date: October 2, 2008
Lessor: Carolyn Ruth & Lindsay Ray Holland
Lessee: Ashcroft Draw LLC
Recorded: October 14, 2008, Reception No. 3584155 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 2, Block 28
Date: October 6, 2008
Lessor: Gene K. & Louise Jane Lane
Lessee: Ashcroft Draw LLC
Recorded: October 14, 2008, Reception No.3584156 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 1, Block 35
Date: October 7, 2008
Lessor: Edward G. & Dorothy Schleining
Lessee: Ashcroft Draw LLC
Recorded: October 14, 2008, Reception No. 3584157 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 1-a, Minor Subdivision of Lot 1, Block 42
Date: October 7, 2008
Lessor: Royce Earl & Harriet Anne Marshall
Lessee: Ashcroft Draw LLC
Recorded: October 14, 2008, Reception No. 3584158 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 15, Block 41
Date: October 7, 2008
Lessor: Royce Earl & Harriet Anne Marshall
Lessee: Ashcroft Draw LLC
Recorded: October 14, 2008, Reception No. 3584159 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 1-b, Minor Subdivision of Lot 1, Block 42
33
Date: October 7, 2008
Lessor: Steven E. & Ruth A. Grevesen
Lessee: Ashcroft Draw LLC
Recorded: October 14, 2008, Reception No. 3584160 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 10, St. Michael's Third Minor Subdivision of Block 46
Date: October 8, 2008
Lessor: Scott & Nancy Zimmerman
Lessee: Ashcroft Draw LLC
Recorded: October 14, 2008, Reception No. 3584161 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 1, Block 29
Date: October 8, 2008
Lessor: Larry D. Mitchell
Lessee: Ashcroft Draw LLC
Recorded: October 14, 2008, Reception No. 3584162 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 14, Block 41
Date: October 9, 2008
Lessor: Jeanette L. Walton
Lessee: Ashcroft Draw LLC
Recorded: October 14, 2008, Reception No. 3584163 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 6, Block 33
Date: October 10, 2008
Lessor: Jose Rojas & Karin Dyer
Lessee: Ashcroft Draw LLC
Recorded: October 14, 2008, Reception No. 3584164 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision Lot 2, Block 26
34
Date: October 10, 2008
Lessor: Bart & Rachel Butzine
Lessee: Ashcroft Draw LLC
Recorded: October 14, 2008, Reception No. 3584165 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 5, Block 41
Date: October 10, 2008
Lessor: Charles M. & Jennifer E. Tennessen
Lessee: Ashcroft Draw LLC
Recorded: October 14, 2008, Reception No. 3584166 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 4, Block 40
Date: October 13, 2008
Lessor: Todd Bengford
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585237 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 12, Block 43
Date: October 14, 2008
Lessor: Deanna L. Holmes
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585238 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 6, Block 43
Date: October 14, 2008
Lessor: Roger Fowler & Tamra H. Stumpf-Fowler
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585239 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 3, Block 29
35
Date: October 14, 2008
Lessor: Joanna M. Jeffers Living Trust
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585240 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 2, Block 36
Date: October 15, 2008
Lessor: Kay W. & Frances Tryon
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585241 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 5, Block 40
Date: October 15, 2008
Lessor: Shawn R. & Trisha L. Golding
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585242 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 3, Block 36
Date: October 15, 2008
Lessor: Anne M. Drobnitch
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585243 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision Lot 12, Block 26
Date: October 15, 2008
Lessor: Joseph M. & Judith K. Wilson
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585244 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision Lot 8, Block 43
36
Date: October 15, 2008
Lessor: Greg & Linda Robbins
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585245 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision Lot 2, Block 37
Date: October 16, 2008
Lessor: David E. & Tracy A. Arpin
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585246 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision Lot 6, Block 40
Date: October 16, 2008
Lessor: Joseph A. & Carol J. Corona
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585247 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 4-b, St. Michael's Minor Subdivision of Lot 4, Block 42
Date: October 10, 2008
Lessor: Barney Jay Hottle
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585248 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 1, St. Michael's Third Minor Subdivision
Date: October 10, 2008
Lessor: Patrick George & Michelle Dawn Renner
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585249 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 2, Block 44
37
Date: October 13, 2008
Lessor: Chris E. & Anna S. Carter
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585250 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 4, Block 43
Date: October 7, 2008
Lessor: Derek G. Andersen & Stephanie Bitterman
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585251 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 3, Block 34
Date: October 13, 2008
Lessor: James W. & Ronna G. Rice
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585252 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 7, Block 38
Date: October 13, 2008
Lessor: Michael R. & Julie R. Lordeman
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585253 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 2, Block 38
Date: October 13, 2008
Lessor: Clayton James & Leslie S. Thiesen
Lessee: Ashcroft Draw LLC
Recorded: October 20, 2008, Reception No. 3585254 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 3, Block 38
38
Date: October 20, 2008
Lessor: Michael & Nina Hamilton
Lessee: Ashcroft Draw LLC
Recorded: October 27, 2008, Reception No. 3586447 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 10, Block 26
Date: October 17, 2008
Lessor: Risco L.C.
Lessee: Ashcroft Draw LLC
Recorded: October 27, 2008, Reception No. 3586448 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 1, Block 33
Date: October 17, 2008
Lessor: Cheryl Weinmeister
Lessee: Ashcroft Draw LLC
Recorded: October 27, 2008, Reception No. 3586449 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 6, St. Michael's Subdivision, First Minor Plat of Block 47
Date: October 17, 2008
Lessor: Jerry E. & Charlotte L. Smith
Lessee: Ashcroft Draw LLC
Recorded: October 27, 2008, Reception No. 3586450 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 2, Block 32
Date: October 20, 2008
Lessor: Joan E. Huebl & Sherry G. Stone
Lessee: Ashcroft Draw LLC
Recorded: October 27, 2008, Reception No. 3586451 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 22, Block 41
39
Date: October 22, 2008
Lessor: Michael J. & Martha J. Lebrun
Lessee: Ashcroft Draw LLC
Recorded: October 27, 2008, Reception No. 3586452 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 7, Block 32
Date: October 23, 2008
Lessor: Kenneth E. & Denise K. Neece
Lessee: Ashcroft Draw LLC
Recorded: October 27, 2008, Reception No. 3586453 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 7, Block 43
Date: October 24, 2008
Lessor: Tom Keberlein Construction LLC
Lessee: Ashcroft Draw LLC
Recorded: October 27, 2008, Reception No. 3586454 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 2, Block 33
Date: October 24, 2008
Lessor: Tom Keberlein Construction LLC
Lessee: Ashcroft Draw LLC
Recorded: October 27, 2008, Reception No. 3586455 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 3, Block 33
Date: October 24, 2008
Lessor: Tom Keberlein Construction LLC
Lessee: Ashcroft Draw LLC
Recorded: October 27, 2008, Reception No. 3586456 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 4, Block 33
40
Date: October 24, 2008
Lessor: Elsie K. & James Hunter
Lessee: Ashcroft Draw LLC
Recorded: October 27, 2008, Reception No. 3586457 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 4, St. Michael's Third Minor Subdivision
Date: October 24, 2008
Lessor: Joshua C. & Amanda M. Hays
Lessee: Ashcroft Draw LLC
Recorded: November 4, 2008, Reception No. 3587979 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 8, Block 26
Date: October 27, 2008
Lessor: Carol L. Bockius
Lessee: Ashcroft Draw LLC
Recorded: November 4, 2008, Reception No. 3587980 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 1, Block 36
Date: October 28, 2008
Lessor: Travis & Beth Aksamitowski
Lessee: Ashcroft Draw LLC
Recorded: November 4, 2008, Reception No. 3587981 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 1, Block 41
41
Date: November 4, 2008
Lessor: Lillis Properties LLC
Lessee: Ashcroft Draw LLC
Recorded: November 14, 2008, Reception No. 3589879 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 2, St. Michael's Third Minor Subdivision
Lot 3, St. Michael's Third Minor Subdivision
Lot 5, St. Michael's Third Minor Subdivision
Lot 6, St. Michael's Third Minor Subdivision
Lot 7, St. Michael's Third Minor Subdivision
Lot 8, St. Michael's Third Minor Subdivision
Lot 9, St. Michael's Third Minor Subdivision
Lot 1, St. Michael's Subdivision First Minor Plat of Block 47
Lot 2, St. Michael's Subdivision First Minor Plat of Block 47
Lot 4, St. Michael's Subdivision First Minor Plat of Block 47
Date: October 31, 2008
Lessor: Philip J. Cathey
Lessee: Ashcroft Draw LLC
Recorded: November 14, 2008, Reception No. 3589880 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 2, Block 39
Date: October 31, 2008
Lessor: Philip J. & S. Diane Cathey
Lessee: Ashcroft Draw LLC
Recorded: November 14, 2008, Reception No. 3589881 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 8, Block 41
Date: October 31, 2008
Lessor: Eric K. & Sarah J. Johnson
Lessee: Ashcroft Draw LLC
Recorded: November 14, 2008, Reception No. 3589882 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 6, Block 29
42
Date: October 31, 2008
Lessor: Jason R. Rath
Lessee: Ashcroft Draw LLC
Recorded: November 14, 2008, Reception No. 3589883 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 7, Block 2
Date: November 10, 2008
Lessor: LO-AX Properties LLC
Lessee: Ashcroft Draw LLC
Recorded: November 14, 2008, Reception No. 3589884 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 17, Block 41
Date: November 8, 2008
Lessor: Kenneth Kevin & Judy Lucille Heupel
Lessee: Ashcroft Draw LLC
Recorded: November 14, 2008, Reception No. 3589885 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 3, Block 44
Date: November 8, 2008
Lessor: IMB Properties LLC
Lessee: Ashcroft Draw LLC
Recorded: November 14, 2008, Reception No. 3589886 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 1, St. Michael's Subdivision, Second Minor Plat of Block 47
Date: November 14, 2008
Lessor: Arnold & Nicole Cantu
Lessee: Ashcroft Draw LLC
Recorded: December 22, 2008, Reception No. 3596057 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 3, Block 28
43
Date: December 9, 2008
Lessor: Fang & Rong Jiang
Lessee: Ashcroft Draw LLC
Recorded: December 22, 2008, Reception No. 3596058 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 1, Block 28
Date: December 17, 2008
Lessor: Ryan & Jessica Hicks
Lessee: Ashcroft Draw LLC
Recorded: December 22, 2008, Reception No. 3596059 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 6, Block 36
Date: December 29, 2008
Lessor: Scott D. Wright
Lessee: Ashcroft Draw LLC
Recorded: February 12, 2009, Reception No. 3604936 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 1, Block 34
Date: January 14, 2009
Lessor: Leslie Logue
Lessee: Ashcroft Draw LLC
Recorded: February 12, 2009, Reception No. 3604937 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 5, St. Michael's Subdivision, First Minor Plat of Block 47
Date: March 16, 2009
Lessor: Craig D. & Jennifer J. Rasmuson
Lessee: Ashcroft Draw LLC
Recorded: March 24, 2009, Reception No. 3612491 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 2, Block 41
44
Date: March 16, 2009
Lessor: Genevieve Canales
Lessee: Ashcroft Draw LLC
Recorded: March 24, 2009, Reception No. 3612492 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 3, St. Michael's Subdivision, Second Minor Plat of Block 47
Date: March 4, 2009
Lessor: Louis J. & Janet E. Gonzales
Lessee: Ashcroft Draw LLC
Recorded: March 24, 2009, Reception No. 3612493 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 5, Block 33
Date: March 11, 2009
Lessor: Craig & Liberty Bolig
Lessee: Ashcroft Draw LLC
Recorded: March 24, 2009, Reception No. 3612494 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 4, Block 26
Date: March 12, 2009
Lessor: Bernard Carl Lee Revocable Trust
Lessee: Ashcroft Draw LLC
Recorded: March 24, 2009, Reception No. 3612495 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 10, Block 44
Date: March 12, 2009
Lessor: Bernard Carl Lee Revocable Trust
Lessee: Ashcroft Draw LLC
Recorded: March 24, 2009, Reception No. 3612496 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 9, Block 44
45
Date: March 12, 2009
Lessor: Front Range Business Ventures, LLC
Lessee: Ashcroft Draw LLC
Recorded: March 24, 2009, Reception No. 3612497 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 19, Block 41
Date: February 27, 2009
Lessor: Adrian & Maria Casillas
Lessee: Ashcroft Draw LLC
Recorded: March 24, 2009, Reception No. 3612498 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 3, Block 35
Date: March 19, 2009
Lessor: Cheryl Kisling
Lessee: Ashcroft Draw LLC
Recorded: March 24, 2009, Reception No. 3612499 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 3, Block 40
Date: March 20, 2009
Lessor: Ronald Olsen
Lessee: Ashcroft Draw LLC
Recorded: April 10, 2009, Reception No. 3616033 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 4, Block 35
Date: March 25, 2009
Lessor: Gregory L. & Leah R. Ingram
Lessee: Ashcroft Draw LLC
Recorded: April 10, 2009, Reception No. 3616034 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 2-b, St. Michael's Minor Subdivision of Lots 2 &3, Block 42
46
Date: March 26, 2009
Lessor: Nic & Katie Haas
Lessee: Ashcroft Draw LLC
Recorded: April 10, 2009, Reception No. 3616035 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 10, Block 41
Date: April 10, 2009
Lessor: James Miller
Lessee: Ashcroft Draw LLC
Recorded: April 27, 2009, Reception No. 3618802 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 16, Block 41
Date: April 23, 2009
Lessor: Park Place Homes LLC
Lessee: Ashcroft Draw LLC
Recorded: April 27, 2009, Reception No. 3618803 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 4, Block 29
Date: April 23, 2009
Lessor: Park Place Homes LLC
Lessee: Ashcroft Draw LLC
Recorded: April 27, 2009, Reception No. 3618804 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Lot 5, Block 32
Date: August 18, 2009
Lessor: St. Michael's Owner Association
Lessee: Petroleum Exploration & Management, LLC
Recorded: October 6, 2009, Reception No. 3652789 (Weld County)
Description: Pt. of NW1/4 of Section 21, Township 5 North, Range 66 West
St. Michael's Subdivision
Outlot 19; and all that part of Outlot C of St. Michael's
Subdivision First Replat, originally platted as Lots 1 & 2, Block
45, St. Michael's Subdivision
47
Date: March 31, 2010
Lessor: Jason N. Hettinger and Tiffany E. Hettinger
Lessee: Petroleum Exploration and Management, LLC
Recorded: April 27, 2010, Reception No. 3689425 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: Part of the NW1/4, more particularly described as
Block 29, Lot 5, St. Michael's Subdivision
Date: March 31, 2010
Lessor: Kyle E. Holman and Kristen A. Holman
Lessee: Petroleum Exploration and Management, LLC
Recorded: April 27, 2010, Reception No. 3689426 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: Part of the NW1/4, more particularly described as
Block 41, Lot 12, St. Michael's Subdivision
Date: March 25, 2010
Lessor: Brian D. Bruning and Kathleen M. Bruning
Lessee: Petroleum Exploration and Management, LLC
Recorded: April 27, 2010, Reception No. 3689427 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: Part of the NW1/4, more particularly described as
Block 26, Lot 6, St. Michael's Subdivision
Date: March 16, 2010
Lessor: Ann Murphy
Lessee: Petroleum Exploration and Management, LLC
Recorded: April 27, 2010, Reception No. 3689428 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: Part of the NW1/4, more particularly described as
Block 44, Lot 1, St. Michael's Subdivision
Date: March 11, 2010
Lessor: Scott Dwayne Seaman and Diane Janel Seaman
Lessee: Petroleum Exploration and Management, LLC
Recorded: April 27, 2010, Reception No. 3689429 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: Part of the NW1/4, more particularly described as
Block 34, Lot 4, St. Michael's Subdivision
48
Date: March 11, 2010
Lessor: Gary W. Hall and Judith N. Hall
Lessee: Petroleum Exploration and Management, LLC
Recorded: April 27, 2010, Reception No. 3689430 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: Part of the NW1/4, more particularly described as
Block 29, Lot 10, St. Michael's Subdivision
Date: April 26, 2010
Lessor: GO Investment Properties LLC
Lessee: Petroleum Exploration and Management, LLC
Recorded: May 27, 2010, Reception No. 3695999 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: Part of the NW1/4, more particularly described as
Lot 4, St. Michael's Subdivision, Second Minor
Plat of Block 47
Date: May 22, 2010
Lessor: Keith Neddermeyer and Sheryl Neddermeyer
Lessee: Petroleum Exploration and Management, LLC
Recorded: May 27, 2010, Reception No. 3696000 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: Part of the NW1/4, more particularly described as
Block 35, Lot 2, St. Michael's Subdivision
Date: June 14, 2010
Lessor: John D. Norwood and Joan M. Norwood
Lessee: Petroleum Exploration and Management, LLC
Recorded: June 30, 2010, Reception No. 3702756 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: Part of the NW1/4, more particularly described as
Block 26, Lot 3, St. Michael's Subdivision
Date: August 17, 2010
Lessor: Marvin G. Somero and Laura J. Somero
Lessee: Petroleum Exploration and Management, LLC
Recorded: August 19, 2010, Reception No. 3712603 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: Part of the NW1/4, more particularly described as
Block 38, Lot 4, St. Michael's Subdivision
49
Date: August 16, 2010
Lessor: Matthew Gurney and Keyleigh Gurney
Lessee: Petroleum Exploration and Management, LLC
Recorded: August 19, 2010, Reception No. 3712604 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: Part of the NW1/4, more particularly described as
Block 40, Lot 4, St. Michael's Subdivision
Date: August 17, 2010
Lessor: Sue A Tresham
Lessee: Petroleum Exploration and Management, LLC
Recorded: August 19, 2010, Reception No. 3712605 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: Part of the NW1/4, more particularly described as
Block 41, Lot 11, St. Michael's Subdivision
Date: January 8, 1971
Lessor: Union Pacific Railroad Company
Lessee: Pan American Petroleum Corporation
Recorded: February 16, 1971, Book 640, Reception No. 1562223 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: NW1/4SW1/4
Date: Effective September 1, 2009
Lessor: Anadarko E&P Company LP; and Anadarko Land Corp.
Lessee: Kerr-McGee Oil & Gas Onshore LP
Recorded: March 19, 2010, Reception No. 3682202 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: NE1/4SW1/4
Date: Effective September 1, 2009
Lessor: Anadarko E&P Company LP; and Anadarko Land Corp.
Lessee: Kerr-McGee Oil & Gas Onshore LP
Recorded: June 25, 2010, Reception No. 3701815 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 21: NW1/4SW1/4 (below the base of the Codell formation)
Date: June 21, 1986
Lessor: Glenn Ray Hayes and Roy Gene Hayes
Lessee: Elk Exploration, Inc.
Recorded: June 27, 1986, Reception No. 2058772 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 20: Insofar, and only insofar, as said lease covers
the E1/2NE1/4
50
Date: June 21, 1986
Lessor: L. P. McArthur
Lessee: Elk Exploration, Inc.
Recorded: July 3, 1986, Reception No. 2059630 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 20: Insofar, and only insofar, as said lease covers
the E1/2NE1/4
Date: June 21, 1986
Lessor: Charles Richard Creson and Nellie T. Creson
Lessee: Elk Exploration, Inc.
Recorded: July 7, 1986, Reception No. 2059836 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 20: Insofar, and only insofar, as said lease covers
the E1/2NE1/4
Date: June 21, 1986
Lessor: Sherman A. Creson, Jr.
Lessee: Elk Exploration, Inc.
Recorded: July 7, 1986, Reception No. 2059837 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 20: Insofar, and only insofar, as said lease covers
the E1/2NE1/4
Date: June 21, 1986
Lessor: James Robert Cresson
Lessee: Elk Exploration, Inc.
Recorded: July 17, 1986, Reception No. 2061229 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 20: Insofar, and only insofar, as said lease covers
the E1/2NE1/4
Date: June 21, 1986
Lessor: Alice L. and Wilmer J. Vrba
Lessee: Elk Exploration, Inc.
Recorded: July 11, 1986, Reception No. 2060512 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 20: Insofar, and only insofar, as said lease covers
the E1/2NE1/4
Date: June 21, 1986
Lessor: Ray T. Hudson and Edna Hudson
Lessee: Elk Exploration, Inc.
Recorded: July 3, 1986, Reception No. 2059631 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 20: Insofar, and only insofar, as said lease covers
the E1/2NE1/4
51
Date: March 5, 1985
Lessor: Richard Edwin Harber
Lessee: Mountain Star Energy, Inc.
Recorded: March 29, 1985, Reception No. 2003827 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 20: Insofar, and only insofar, as said lease covers
the E1/2NE1/4
CO Lease: 90/7564-S
Date: December 20, 1990
Lessor: State of Colorado, acting through the State Board of Land
Commissioners
Lessee: Francis Energy, Inc.
Recorded: March 15, 1991, Reception No. 2244018 (Weld County)
Description: Township 5 North, Range 66 West, 6th P.M.
Section 16: S1/2SW1/4
52
BOULDER COUNTY, COLORADO
Tabor 7 (NWNW 14-2N-69W)
Date: March 19, 1982
Recorded: Recorded on April 8, 1982
Lessor: Sisters of Saint Francis, aka Poor sisters of
Saint Francis, SERAPH
Lessee: Martin Exploration Management Corporation
Land Description: Township 2 North, Range 69 West. 6th PM
Section 14: NW, & W2NE (Boulder County)
53
EXHIBIT 3
Petroleum Exploration & Management, LLC
Contracts, Agreements, & Instruments
Number Date Contract Type
---------------- ----------------------- --------------------------------
1 January 1, 2008 Area of mutual interest
agreement between Francis
Energy, Inc. and Petroleum
Exploration & Management, LLC
covering certain townships in
Weld County, Colorado
Gas purchase and Processing
agreement and amendments
between DCP Midstream, LP and
2 April 1, 2008 (as Petroleum Management, LLC, as
amended) operator on behalf of
Petroleum Exploration &
Management, LLC
Crude oil purchase agreement
and amendments between Suncor
August 1, 2009 (as Energy, USA and Petroleum
3 amended) Management, LLC, operator on
behalf of Petroleum
Exploration & Management, LLC
EXHIBIT 4
TO
PURCHASE AND SALE AGREEMENT
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
THIS ASSIGNMENT, BILL OF SALE AND CONVEYANCE (the "Assignment") is made
this 24 day of May, 2011, by and between PETROLEUM EXPLORATION AND MANAGEMENT,
LLC ("Assignor"), a Colorado limited liability company whose address is 20203
Highway 60, Platteville, Colorado 80651 and SYNERGY RESOURCES CORPORATION
("Assignee"), a Colorado corporation whose address is 20203 Highway 60,
Platteville, Colorado 80651.
W I T N E S S E T H:
WHEREAS, Assignor and Assignee have entered into a Purchase And Sale
Agreement dated May 24, 2011 (the "Agreement"), pursuant to which Assignor
agreed to sell and Assignee agreed to purchase all of the Assignor's interests
as defined herein and as described below.
WHEREAS, this Assignment, Bill Of Sale and Conveyance is to evidence the
transfer of title necessary to consummate the sale and purchase of such
interests in accordance with and pursuant to the Agreement. Terms not otherwise
defined herein shall have the meanings ascribed thereto in the Agreement.
NOW, THEREFORE, Assignor, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, has bargained, sold, granted,
transferred, assigned and conveyed and does hereby BARGAIN, SELL, GRANT,
TRANSFER, ASSIGN and CONVEY unto ASSIGNEE the following:
1. Assignment. For and in consideration of $100 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the Assignor, Assignor assigns, sells and quitclaims to Assignee all of
Assignor's right, title and interest in the Assets. As used herein, the term
"Assets" refers to all of the Assignor's right, title and interest in and to the
following:
(a) The oil and gas wells specifically described in Exhibit 1 (the
"Wells"), together with all personal property, fixtures, improvements,
permits, rights-of-way and easements used or held for use in connection
with the production, treatment, compression, storing, sale or disposal of
Hydrocarbons or water produced from the properties and interests described
in Section 1.2(b).
(b) The leasehold estates created by the oil and gas leases
specifically described in Exhibit 2, (the "Leases"), and the oil, gas,
coalbed gas and all other hydrocarbons whether liquid, solid or gaseous
(collectively, the "Hydrocarbons") produced or to be produced from such
Leases, and all contract rights and privileges, surface, reversionary or
remainder interests and other interests associated with the Leases, insofar
as they pertain to production of Hydrocarbons from such Leases.
(c) The pooling and communitization agreements, declarations and
orders, and the units created thereby (including all units formed under
orders, regulations, rules or other acts of any federal, state or other
1
governmental agency having jurisdiction), as well as all other such
agreements relating to the properties and interests described in Sections
1(a) and (b) above, and to the production of Hydrocarbons, if any,
attributable to said Leases and Wells.
(d) All existing and effective sales, purchase, exchange, gathering,
transportation and processing contracts, operating agreements, balancing
agreements, farmout agreements, service agreements, area of mutual interest
agreements, and other contracts, agreements and instruments, insofar as
they relate to the Leases and Wells described in Sections 1(a) through (c)
above (collectively, the "Contracts").
(e) The files, records and data relating to the items described in
Sections 1 (a) through (d) maintained by Assignor and relating to the
interests described in Sections 1(a) through (d) above (including without
limitation, all lease files, land files, well files, accounting records,
drilling reports, abstracts and title opinions, seismic data, geophysical
data and other geologic information and data), but only to the extent not
subject to unaffiliated third party contractual restrictions on disclosure
or transfer and only to the extent related to the Assets (the "Records").
2. Warranty. The Assignor warrants that it is transferring the working
interest and net revenue interests, in the Leases which appear on the annexed
Exhibit 2, free and clear of all liens, restrictions and encumbrances created
by, through or under Assignor.
3. Effective Date. Assignor shall be entitled to receive all revenues
attributable to Assignor's proportionate interest in production from the Assets
through 12:01 a.m. on January 1, 2011 (the "Effective Date") and shall pay its
proportionate share of expenses relating to such Assets including severance
taxes and ad valorem taxes which shall be prorated through the Effective Date
(i.e., any amounts now due or shall become due which are associated with
production through the effective date shall be paid by Assignors or credited to
Assignee). Thereafter, Assignee shall be entitled to such revenue and assume and
be responsible for such expenses and taxes.
4. Further Assurances. Assignor agrees to execute and deliver or cause to
be executed and delivered, upon the reasonable request of Assignee, such other
Assignments, Bills of Sale, Certificates of Title and other matters which are
appropriate to transfer the Assets to Assignee.
5. Indemnification. Except as otherwise provided in the Agreement, Assignor
shall be responsible for and shall indemnify and hold harmless the Assignee, its
officers, directors, employees and agents, from all claims, losses, costs,
fines, liabilities, damages and expenses, including reasonable attorneys' fees
and costs, (collectively, "Claims") arising out of or resulting from (i) the
Assignor's ownership or operation of their respective Assets prior to the date
of this Assignment, including Claims arising under Environmental Laws, as
defined in the Agreement, and rules of the Colorado Oil and Gas Conservation
Commission, (ii) Assignor's disbursement of production proceeds from the Assets
accruing prior to the date of this Assignment, and (iii) any breach of any
surviving representations, warranties, covenants or conditions of the Assignor
contained in this Agreement, subject, however, to the limitations set forth in
the Agreement. Except as otherwise provided herein, Assignee shall be
responsible for and shall indemnify and hold harmless the Assignor, its
2
officers, directors, employees and agents, from all Claims arising out of or
resulting from (i) Assignee's ownership or operation of the Assets after the
date of this Assignment, including Claims arising under Environmental Laws as
defined in the Agreement, and rules of the Colorado Oil and Gas Conservation
Commission, and (ii) any breach of any representation, warranties, covenants or
conditions of Assignee contained in the Agreement, subject, however, to the
limitations set forth in the Agreement.
6. Miscellaneous. Exhibits 1 and 2 attached to this Assignment are
incorporated herein and shall be considered a part of this Assignment for all
purposes. The provisions of this Assignment shall be binding upon and inure to
the benefit of the parties hereto, and their respective successors and assigns.
This Assignment is made further subject to the terms and conditions of the
Agreement which are incorporated herewith by reference. If there is a conflict
between the terms and conditions of this Assignment and the Agreement, the terms
and conditions of this Assignment shall control to the extent of such conflict.
(Signatures appear on following page)
3
IN WITNESS WHEREOF, the Assignor has executed this instrument as of the day
and year first-above written.
PETROLEUM EXPLORATION AND MANAGEMENT, LLC
By: /s/ Ed Holloway
------------------------------------
Ed Holloway, Manager
STATE OF COLORADO )
) ss.
COUNTY OF WELD )
The foregoing instrument was acknowledged before me this ____ day of May,
2011, by Ed Holloway, as Manager of Petroleum Exploration and Management, LLC.
My commission expires ____________
------------------------------------------
Notary Public
4
EXHIBIT 1
TO
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
(LIST OF WELLS)
EXHIBIT 2
TO
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
(LIST OF LEASES)
EXHIBIT 5
5.25% SECURED NOTE
Platteville, CO 80651
May 24, 2011
FOR VALUE RECEIVED, Synergy Resources Corporation, a Colorado corporation,
and its successors and assigns, (the "Company") promises to pay to the order of
Petroleum Exploration and Management, LLC (the "Holder"), the principal sum of
$5,200,000 in lawful money of the United States of America, together with
interest on so much of the principal balance thereof as is from time to time
outstanding at the rate hereinafter provided, and payable as hereinafter
provided.
1. Interest Rate. The unpaid balance of this Note shall bear interest at
the rate of 5.25% per annum, simple interest. Interest shall be calculated on a
365-day year and the actual number of days in each month.
2. Security. This Note is secured by the Company's interests in the wells,
leases, equipment and other assets as described in the Mortgage, Security
Agreement, and Assignment of Production and Proceeds dated May 24, 2011.
3. Prepayment. The Company may prepay this Note without penalty at any
time.
4. Default, Costs of Collection and Attorney Fees. If the Company fails to
make any payment of interest or principal on the date on which such payment
becomes due and payable under this Note, this Note will be in default. In the
event of default, the Company agrees to pay all costs of collection including
reasonable attorney's fees.
5. Representations, Warranties and Covenants of the Company. The Company
represents, warrants and covenants with the Holder as follows:
(a) Authorization; Enforceability. All action on the part of the
Company, necessary for the authorization, execution and delivery of this
Note and the performance of all obligations of the Company hereunder has
been taken, and this Note constitutes a valid and legally binding
obligation of the Company, enforceable in accordance with its terms except
(i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors' rights generally, and (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable
remedies.
(b) Governmental Consents. No consent, approval, qualification, order
or authorization of, or filing with, any local, state or federal
1
governmental authority is required on the part of the Company in connection
with the Company's valid execution, delivery or performance of this Note.
(c) No Violation. The execution, delivery and performance by the
Company of this Note and the consummation of the obligations contemplated
hereby will not result in a violation in any material respect of its
Articles of Incorporation or By-Laws, or of any provision of any mortgage,
agreement, instrument or contract to which it is a party or by which it is
bound or, to the best of its knowledge, of any federal or state judgment,
order, writ, decree, statute, rule or regulation applicable to the Company
or be in material conflict with or constitute, with or without the passage
of time or giving of notice, either a material default under any such
provision or an event that results in the creation of any material lien,
charge or encumbrance upon any assets of the Company or the suspension,
revocation, impairment, forfeiture or nonrenewal of any material permit,
license, authorization or approval applicable to the Company, its business
or operations, or any of its assets.
6. Assignment of Note. The Note may be assigned by Holder.
7. Loss of Note. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Note,
and in case of loss, theft or destruction of indemnification in form and
substance acceptable to the Company in its reasonable discretion, and upon
surrender and cancellation of this Note, if mutilated, the Company shall execute
and deliver a new Note of like tenor and date.
8. Non-Waiver. No delay or omission on the part of Holder in exercising any
rights or remedy hereunder shall operate as a waiver of such right or remedy or
of any other right or remedy under this Note. A waiver on any one or more
occasion shall not be construed as a bar to or waiver of any such right and/or
remedy on any future occasion.
9. Waiver of Presentment. Company waives presentment and demand for
payment, notice of dishonor, protest and notice of protest, and any and all lack
of diligence or delays in collection or enforcement hereof.
10. Governing Law. The Company agrees that the loan evidenced by this Note
is made in the State of Colorado and the provisions hereof will be construed in
accordance with the laws of the State of Colorado.
IN WITNESS WHEREOF, the undersigned has executed this Note as of the May
___, 2011.
Synergy Resources Corporation
By: /s/ Frank L. Jennings
--------------------------------------
Frank L. Jennings, Chief Financial
Officer
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EXHIBIT 6
TO
PURCHASE AND SALE AGREEMENT
MORTGAGE, SECURITY AGREEMENT AND
ASSIGNMENT OF PRODUCTION AND PROCEEDS
THIS MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF PRODUCTION AND PROCEEDS
(hereinafter referred to as the "Mortgage"), dated as of May 24, 2011, from
Synergy Resources Corporation, a Colorado corporation, (hereinafter referred to
as "Debtor"), to Petroleum Exploration and Management, LLC ( "PEM").
W I T N E S S E T H:
WHEREAS, the parties hereto desire and intend to have this instrument serve
as a Mortgage, Security Agreement, and Assignment of Production and Proceeds
between Debtor and PEM in order to secure payment and performance of Debtor's
obligations under a 5.25% Secured Note dated May 24, 2011
NOW, THEREFORE, in consideration of the premises and of the performance of
the covenants hereinafter set forth, Debtor hereby grants, bargains, sells,
assigns, transfers, pledges, conveys, mortgages, and grants a security interest
in the following described property to PEM, with power of sale, as mortgagee and
secured party:
1. All of the undivided interests described in Exhibit 2, attached hereto
and made a part hereof (herein called the "Interests") in and to all of the
mineral estates, oil and gas leases, and leasehold estates, licenses, subleases,
sublicenses, farmouts, royalty interests, overriding royalty interests,
production payment interests, net profit interests, and other similar interests
described in Exhibit 2 insofar as said interests cover or relate to all the
lands described in Exhibit 2;
2. All of the oil, gas, casinghead gas, and other solid, liquid, or gaseous
hydrocarbons and other associated or related substances (herein called
"Hydrocarbons") in, on, under, or attributed to the Interests;
3. All of the items incorporated as part of or attributed to any of the
real property included in the Interests in such a manner that such items are no
longer personal property under applicable state law;
4. All of the personal property, fixtures, and equipment as defined under
applicable state law, now or hereafter located in, on, under, affixed, or
attributed to or obtained or used in connection with any of the Interests, which
are used or purchased for the production, treatment, storage, transportation,
manufacture, or sale of Hydrocarbons;
5. All of the accounts, contract rights, and general intangibles now or
hereafter arising in connection with the production, treatment, storage,
transportation, manufacture, or sale of Hydrocarbons related to any of the
Interests;
6. All of the severed and extracted Hydrocarbons produced from or
attributed to any of the Interests; and
7. All of the proceeds of production of the property described under
paragraphs 1 through 6 above.
All of the property described in Paragraphs 1 through 7 above as belonging to
Debtor, as it relates to Debtor's obligations secured hereby and to its
covenants hereunder, is herein called the "Collateral".
TO HAVE AND TO HOLD the Collateral, together with all of the rights,
privileges, benefits, heritaments, and appurtenances in anywise belonging,
incidental or appertaining thereto, to PEM and its successors and assigns
forever, subject to all of the covenants, agreements, terms, and conditions
herein set forth, as security for the benefit of PEM and its successors and
assigns.
ARTICLE I
Indebtedness Secured
Section 1.1. This instrument is executed and delivered by Debtor to secure
and enforce the payment and satisfaction of the debt from Debtor to PEM
evidenced by the 5.25% Secured Note (herein called the "Indebtedness"); and all
renewals, extensions, amendments, and changes of, or substitutions for the
Indebtedness.
ARTICLE II
Particular Warranties, Representations, and Covenants of Debtor
Section 2.1. Debtor covenants, represents, and warrants to and with PEM
that each oil and gas lease covering a part or portion of the lands described in
Exhibit 2 (hereinafter referred to as the "Leases" and any one oil and gas lease
hereinafter referred to as a "Lease") is in full force and effect and a valid
and subsisting oil and gas lease; that Debtor holds good and absolute title to
the Collateral; that Debtor has good right and lawful authority to mortgage and
encumber the Collateral; that the Collateral is free and clear of all liens,
encumbrances, adverse claims, and interests and defects of title whatsoever;
that all rentals and royalties due under the Leases have been properly paid and
all conditions necessary to keep the same in full force and effect have been
performed; that all information furnished or to be furnished to PEM by or on
behalf of Debtor in connection with the Collateral is or will be complete and
accurate; that Debtor is not obligated, by virtue of a prepayment arrangement
under any contract, for the sale of Hydrocarbons and containing a "take or pay"
or similar provision to deliver hydrocarbons at some future time without then or
thereafter receiving full payment therefore; and Debtor hereby binds itself and
its successors and assigns to warrant and forever defend the Collateral unto PEM
and its successors and assigns against every person whomsoever claiming or to
claim the same or any part thereof.
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Section 2.2. Debtor covenants and agrees with PEM that, so long as any part
of the Indebtedness secured hereby remains unpaid, unless PEM shall have
otherwise consented in writing:
A. Debtor will pay when due the Indebtedness in accordance with the terms
thereof and hereof and will comply with all of the terms and provisions of the
5.25% Secured Note;
B. Debtor will cause (1) all ad valorem taxes (or taxes imposed in lieu
thereof) and all severance, gross production, occupation, gathering, pipeline
regulating, income or other taxes or assessments imposed or assessed upon, with
respect to or measured by or charged against the Collateral or the Hydrocarbons
or against the Indebtedness secured hereby or against Debtor by reason of its
ownership of the Collateral; (2) all Federal and state income taxes payable
generally by Debtor, regardless of their relation to the Collateral; and (3) all
Federal and state social security taxes, payments and contributions for which
Debtor may be liable, to be rendered and paid punctually before the same become
delinquent or, as to any thereof which are being contested in good faith,
promptly after the final determination of such contest, together with any
interest and penalty payable in connection therewith, and will maintain and
preserve the lien created by this instrument;
C. Debtor shall promptly and, insofar as not contrary to applicable law, at
Debtor's own expense, file and refile in such offices, at such times and as
often as may be necessary, this instrument and every other instrument in
addition or supplemental hereto, including applicable financing statements, as
may be necessary to create, perfect, maintain and preserve the lien and security
interest intended to be created hereby and the rights and remedies of PEM
hereunder, shall promptly furnish to PEM evidence satisfactory to PEM of all
such filings and refilings and otherwise shall do all things necessary or
expedient to be done to effectively create, perfect, maintain, and preserve the
lien and security interest intended to be created hereby as a first lien on real
property and fixtures and a prior security interest in personal property and
fixtures;
D. Debtor, except as may be required by or authorized by an operating
agreement in effect, will not (1) release, surrender, abandon, or forfeit the
Collateral or any part thereof; (2) sell, convey, assign, sublease, alienate,
encumber, or otherwise dispose of the Collateral or any part thereof, except
sales of the Collateral in the ordinary course of Debtor's business; (3) create
or assume, or suffer to be created or assumed or to exist, any mortgage lien,
pledge, charge, or encumbrances of any kind upon any of the Collateral,
excluding, however, the lien of this instrument, and liens for taxes or
assessments or governmental charges or levies not due and delinquent or whose
validity is currently being contested in good faith by appropriate proceedings;
or (4) consent to or permit any such act by another party;
E. Debtor, to the extent its interest in any operating agreement in effect
will permit, if economically reasonable at its cost, will (1) cause each Lease
and any rights of way, easement, or privilege necessary or appropriate to the
operation of each such Lease, to be kept in full force and effect by the payment
of whatever sums may become payable and by the fulfillment of whatever other
obligations may become fulfillable and by the performance of whatever other acts
may be performable to the end that forfeiture or termination of each such Lease
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shall be prevented unless the termination, forfeiture, or other relinquishing of
a Lease is authorized by the operating agreement in effect; (2) cause each
producing Lease to be operated diligently in a good and workmanlike manner in
accordance with good oil field practice adaptable to the field in which such
producing Lease or property is situated to the end that each producing well
shall continue to produce, to the extent of its capacity and within the limits
of economic operation, at the full daily allowable thereof; (3) cause to be done
all such drilling and cause any other producing well to continue to produce, to
the extent of its capacity and within the limits of economic operation, at the
full daily allowable thereof; (4) cause to be done all such drilling and any
other acts which, in accordance with good oil field practice, may be appropriate
to permit the operation of each Lease to the extent of its capacity and within
the limits of economic operation; (5) cause each Lease to be protected from
drainage and from damage or diminution of production capacity; (6) do all other
things necessary to keep unimpaired PEM's interest in the Collateral;
F. All buildings, equipment, goods, inventory, and fixtures of every kind
now or hereafter included in the Collateral will be kept in first class
operating condition, and all repairs, renewals, replacements, additions, and
improvements needful to such end will be promptly made;
G. All regulations of each regulatory authority having jurisdiction in the
premises will be complied with in all operations;
H. All liabilities of any nature, including all liabilities for labor and
material and equipment, incurred in or arising from the administration or
operation of any and each such Lease or property will be paid punctually;
I. Workmen's Compensation Insurance will be carried in compliance with the
laws of the state or states in which the Collateral is located;
J. Public liability insurance applicable to all persons as to all
operations on the Collateral; and insurance against loss to the Collateral from
fire and other hazards will be carried in amounts customarily carried by prudent
operators;
K. The Collateral will be guarded from removal, destruction, and damage,
and will be protected from the doing or suffering to be done of any act, other
than the operation of the property as hereby contemplated, whereby, the value of
any such property may be lessened;
L. Debtor is, and shall continue to be (1) duly organized and existing
under the laws of Colorado; (2) duly qualified to transact business in each
state where the conduct of its business requires it to be qualified; and (3)
duly authorized to execute, acknowledge, and deliver the written instruments
comprising the Indebtedness and this instrument and to observe and perform the
duties of Debtor thereunder and hereunder;
M. Debtor shall keep proper books of record and account in which complete
and correct entries shall be made of Debtor's transactions in accordance with
generally accepted accounting principles, and shall keep the records concerning
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the accounts and contract rights included in the Collateral at Debtor's
principal place of business;
N. If the title of Debtor to the Collateral or any part thereof shall be
attacked, either directly or indirectly, Debtor shall proceed diligently to
defend against any such attack or proceedings, and PEM may take such independent
action in connection therewith as it may in its discretion deem advisable.
Section 2.3. Debtor agrees that if it fails to perform any act which it is
required to perform hereunder, or to pay any money which it is required to pay
hereunder, PEM may, but shall not be obligated to, perform or cause to be
performed such act and may pay such money, and any expenses so incurred by PEM,
and any money so paid by PEM shall be a demand obligation owing by Debtor and
shall bear interest at an annual rate which equals the sum of the prime rate
plus 1% per annum from the date of making such payment until paid and shall be a
part of the Indebtedness hereby secured and PEM will be subrogated to all of the
rights of the person, corporation or entity receiving such payment. No such
advancement or expenditure therefore shall relieve Debtor of any default under
the terms of this instrument.
ARTICLE III
Assignment of Production by Debtor
Section 3.1. Debtor, effective as of the date that an event of default
occurs pursuant to Article V, hereby bargains, warrants, sells, assigns,
transfers, and conveys unto PEM, its successors and assigns, 100% of the
Hydrocarbons produced and to be produced and which accrue or are attributable to
the Collateral, together with all proceeds derived from the sale of such
Hydrocarbons, and all parties having in their possession any such Hydrocarbons,
or any proceeds from the Hydrocarbons, for which they or others are accountable
to PEM by virtue of the provisions of this Article, are authorized and directed
to treat and regard PEM as the assignee and transferee of Debtor and entitled in
its place and stead to receive 100% of such Hydrocarbons and such proceeds; and
said parties and each of them shall be fully protected in so treating and
regarding PEM, and shall be under no obligation to see to the application by PEM
of any such proceeds received by it. Debtor will, upon request of PEM, execute
and deliver any and all transfer orders, division orders, and other instruments
that may be requested by PEM for the purpose of effectuating the assignment
hereby made by Debtor and the payment to PEM of the proceeds so assigned.
Section 3.2. PEM shall apply all of the proceeds received pursuant to
Section 3.1 in satisfaction of the Indebtedness, unless otherwise agreed to by
PEM and Debtor. All such proceeds received and to be applied by PEM up to the
close of business on the last day of each calendar month shall be applied by PEM
on the first day of the next succeeding calendar month as follows:
A. First, to the payment of all interest accrued on the Indebtedness;
B. Second, to the payment to PEM of all unreimbursed expenses incurred by
PEM, pursuant to Article II, including all fees, charges, and penalties due PEM;
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C. Third, to the payment of the then unpaid principal of the Indebtedness;
Section 3.3. Notwithstanding the foregoing provisions, (1) PEM may, in its
sole discretion, from time to time, apply any portion or all of said proceeds to
the payment of any claims or demands which the Debtor is obligated to pay under
the covenants and agreements herein contained in the event the Debtor should
fail to make such payments or any of them promptly after demand made by PEM upon
the Debtor or the Debtor's successors in interest, or any of them; and (2) PEM
may, in its sole discretion, from time to time, release to or upon the order of
the Debtor or the Debtor's successors in interest any of said proceeds which
would otherwise be applicable hereunder to the secured Indebtedness and, in
either case, without affecting or impairing the lien of this Mortgage and the
priority hereof, or any of their rights hereunder, or upon the Notes hereby
secured for the full amount of the unpaid balance thereof.
Section 3.4. Upon any sale of the Collateral or any part thereof pursuant
to Article V, the Hydrocarbons thereafter produced from that portion of the
Collateral so sold, and the proceeds therefrom shall be included in such sale
and shall pass to the purchaser free and clear of the assignment contained in
this Article.
Section 3.5. PEM and its successors are hereby absolved from all liability
for failure to enforce collection of any proceeds so assigned and from all other
responsibility in connection therewith, except the responsibility to account to
Debtor for funds actually received.
Section 3.6. Nothing contained in this instrument shall adversely affect
any net profits, overriding royalty interest or similar interest of PEM in the
Hydrocarbons which shall exist independently of the rights and interests of PEM
hereto. Such net profits or overriding royalty interest shall never be deemed to
merge with this Mortgage.
ARTICLE IV
Termination
Section 4.1. If all of the Indebtedness shall be paid in full and if Debtor
shall have well and truly performed all of the covenants herein contained, then
this instrument shall become null and void, all of the Collateral shall revert
to Debtor, the entire right, title, and interest of PEM shall terminate and PEM
shall, promptly after the request of Debtor and at PEM's cost and expense,
execute, acknowledge, and deliver to Debtor proper instruments evidencing the
termination of this instrument. Otherwise, this instrument shall remain and
continue in full force and effect.
ARTICLE V
Default
Section 5.1. The occurrence of any one or more of the following events or
conditions shall occur constitute an "Event of Default":
A. The Debtor fails to make any payment of interest or principal on the
date on which such payment becomes due and payable under the Note;
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B. The Debtor breaches any representation, warranty or covenant or defaults
in the timely performance of any other obligation in this Agreement and the
breach or default continues uncured for a period of five Business days after the
date on which notice of the breach or default is first given to the Debtor, or
ten Business days after the Debtor becomes, or should have become aware of such
breach or default;
C. The Debtor files for protection from its creditors under the federal
bankruptcy code or a third party files an involuntary bankruptcy petition
against the Debtor;
Section 5.2. Upon the occurrence of any Event of Default, or at any time
thereafter, PEM may elect to treat the fixtures included in the Collateral
either as real property or as personal property, but not as both, and proceed to
exercise such rights as apply to the type of property selected. PEM may resort
to any security given by this instrument or to any other security now existing
or hereafter given to secure the payment of any of the Indebtedness secured
hereby, in whole or in party, and in such portions and in such order as may seem
best to PEM, in its sole and uncontrolled discretion, and any such action shall
not in any way be considered as a waiver of any of the rights, benefits, or
liens created by this instrument or granted by applicable law.
Section 5.3. All costs and expenses (including attorneys' fees) incurred by
PEM in protecting and enforcing its rights hereunder, shall constitute a demand
obligation owing by Debtor and shall draw interest at any annual rate which
equals the sum of the prime rate plus 1%, all of which shall constitute a
portion of the Indebtedness secured by this instrument.
Section 5.4. Upon the occurrence of any of Event of Default, and at all
times thereafter, in addition to all other rights, and remedies herein
conferred, PEM shall have all of the rights and remedies of a mortgagee and
secured party granted by applicable law, including the Uniform Commercial Code,
and shall, to the extent permitted by applicable law, have the right and power,
but not the obligation, to enter upon and take immediate possession of the
Collateral or any part thereof, to exclude Debtor therefrom, to remove any
personal property included in the Collateral, subject to any applicable
operating agreements, to hold, use, operate, manage, and control the Collateral,
to make all such repairs, replacements, alterations, additions, and improvements
to the same as it may deem proper, to sell all of the severed and extracted
Hydrocarbons included in the same, to demand, collect, and retain all earnings,
proceeds, and other sums due or to become due with respect to the Collateral,
accounting for and applying to the payment of the Indebtedness only the net
earnings arising therefrom after charging against the receipts therefrom all
costs, expenses, charges, damages, and losses incurred by reason thereof, as
fully and effectually as if PEM were the absolute owner of the Collateral and
without any liability to Debtor in connection therewith.
Section 5.5. Upon the occurrence of any of Event of Default, or any time
thereafter, PEM, in lieu of or in addition to exercising any other power hereby
granted, may proceed by an action or actions in equity or at law for the seizure
and sale of the Collateral or any part thereof, for the specific performance of
any covenant or agreement herein contained or in aid of the execution of any
power herein granted, for the foreclosure or sale of the Collateral or any part
thereof under the judgment or decree of any court of competent jurisdiction, for
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the appointment of a receiver pending any foreclosure hereunder or the sale of
the Collateral or any part thereof, or for the enforcement of any other
appropriate equitable or legal remedy.
Section 5.6. Upon the occurrence of any of Event of Default, or at any time
thereafter, PEM may require Debtor to assemble the personal property included as
part of the Collateral, subject to applicable operating agreements, and make it
available to PEM at a place to be designated by PEM which is reasonably
convenient to both Debtor and PEM. If notice is required by applicable law, 30
days' prior written notice of the time and place of any public sale or of the
time after which any private sale or any other intended disposition thereof is
to be made shall be reasonable notice to Debtor.
Section 5.7. Upon the occurrence of any of Event of Default, or at any time
thereafter, PEM may, subject to any mandatory requirements of applicable law,
sell or have sold the real property included in the Collateral or any part
thereof at one or more sales, as an entirety or in parcels, at such place or
places and otherwise in such manner and upon such notice as may be required by
law, or, in the absence of any such requirement, as PEM may deem appropriate.
PEM shall make a conveyance to the purchaser or purchasers thereof, and Debtor
shall warrant title thereto to such purchaser or purchasers. PEM may postpone
the sale of the real property included in the Collateral or any part thereof by
public announcement at the time and place of such sale, and from time to time
thereafter may further postpone such sale by public announcement made at the
time of the sale fixed by the preceding postponement. Sale of a part of the real
property included in the Collateral will not exhaust the power of sale, and
sales may be made from time to time until all such property is sold or the
Indebtedness is paid in full. It shall not be necessary for PEM to have physical
possession or constructive possession of the collateral at any such sale, and
Debtor shall deliver all of the Collateral to the purchaser at such sale on the
date of sale, and if it should be impossible or impracticable to take actual
delivery, the Collateral shall pass to the purchaser at such sale as completely
as if the same had been actually present and delivered.
Section 5.8. PEM shall have the right to become the purchaser at any sale
made pursuant to the provisions of this Article V and shall have the right to
credit upon the amount of the bid made therefore the amount payable to it out of
the net proceeds of such sale. Recitals contained in any conveyance to any
purchaser at any sale made hereunder will conclusively establish the truth and
accuracy of the matters therein stated, including without limitation, nonpayment
of the Indebtedness and advertisement and conduct of such sale in the manner
provided herein. Debtor does hereby ratify and confirm all legal acts that PEM
may do in carrying out the provisions of this instrument.
Section 5.9. Subject to any applicable rights of redemption, any sale of
the Collateral or any part thereof pursuant to the provisions of this Article V
will operate to divest all right, title, interest, claim, and demand of Debtor
in and to the property sold and will be a perpetual bar against Debtor.
Nevertheless, if requested by PEM to do so, Debtor shall join in the execution,
acknowledgement, and delivery of all property conveyances, assignments, and
transfers of the property so sold. Any purchaser at a foreclosure sale will,
subject to any statutory rights of redemption, receive immediate possession of
the property purchased, and Debtor agrees that if Debtor retains possession of
the property or any part thereof subsequent to such sale, Debtor will be
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considered a tenant at sufferance of the purchaser, and will, if Debtor remains
in possession after demand to remove, be guilty of unlawful detention and will
be subject to eviction and removal, forcible or otherwise, with or without
process of law, and all damages by reason thereof are hereby expressly waived.
Section 5.10. The liens and rights granted hereby shall not affect or be
affected by any other security taken by PEM for the same debts or any part
thereof. Debtor shall have or assert no right, under any statute or rule of law
pertaining to the marshalling of assets, the exemption of homestead, the
administration of estates of decedents, or other matters whatever, to defeat,
reduce or affect the right of PEM under the terms of this Mortgage, to a sale of
the Collateral for the collection of the Indebtedness secured hereby (without
any prior or different resort for collection), or the right of PEM, under the
terms of this Mortgage, to the payment of the debts secured hereby out of the
proceeds of sale of the Collateral in preference to every other person and
claimant whatever.
Section 5.11. The proceeds of any sale of the Collateral or any part
thereof made pursuant to this Article V shall be applied as follows:
A. First, to the payment of all costs and expenses incident to the
enforcement of this instrument, including, but not limited to, a reasonable
compensation to the agents, attorneys and counsel of PEM;
B. Second, to the payment of the Indebtedness; and
C. Third, the remainder, if any, shall be paid to Debtor; provided,
however, Debtor shall remain liable to PEM for any deficiency in the
Indebtedness remaining after any such sale.
Section 5.12. Upon any sale made under the powers of sale herein granted
and conferred, the receipt of PEM will be sufficient discharge to the purchaser
or purchasers at any sale for the purchase money, and such purchaser or
purchasers and the heirs, devisees, personal representatives, successors, and
assigns thereof will not, after paying such purchase money and receiving such
receipt of PEM, be obliged to see to the application thereof or be in anywise
answerable to or for any loss, misapplication, or non-application thereof.
ARTICLE VI
Miscellaneous Provisions
Section 6.1. All options, powers, remedies, and rights herein provided for
the benefit of PEM are continuing, cumulative, and not exclusive, and the
failure to exercise any such option, power, remedy, or right upon a particular
default or breach or upon any subsequent default or breach shall not be
construed as waiving the right to exercise such option, power, remedy, or right
with respect to the Indebtedness secured hereby after its due date, and the
holder of such Indebtedness does not waive the right either to require prompt
payment when due of all other sums so secured or to regard as a default the
failure to pay any other sums due which are secured hereby. No exercise of the
rights and powers herein granted and no delay or omission in the exercise of
such rights and powers shall be held to exhaust the same or be construed as a
waiver thereof, and every such right and power may be exercised at any time and
from time to time. Any and all covenants in this instrument may be waived in
writing by PEM to such extent and in such manner as PEM may desire, but no such
waiver will ever affect or impair PEM rights hereunder, except to the extent
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specifically stated in such written instrument. All changes to and modifications
of this instrument must be in writing signed by PEM.
Section 6.2. No release from the lien of this instrument of any part of the
Collateral shall in any way alter, vary, or diminish the force, effect, or lien
of this instrument on the balance of the indebtedness.
Section 6.3. If any provision hereof is invalid or unenforceable in any
jurisdiction, the other provisions hereof shall remain in full force and effect
in such jurisdiction, and the remaining provisions hereof shall be liberally
construed in favor of PEM in order to effectuate the provisions hereof, and the
invalidity or unenforceability of any provisions hereof in any jurisdiction
shall not affect the validity or enforceability of any such provision in any
other jurisdiction. Any reference herein contained to the statute or law of a
state in which no part of the Collateral is situated shall be deemed to be
inapplicable to, and not used in, the interpretation hereof.
Section 6.4. This instrument is made with full power of substitution and
subrogation of PEM in and to all covenants and warranties by others heretofore
given or made in respect of the Collateral or any part thereof.
Section 6.5. No provision of this Mortgage shall be construed to impose
upon PEM any duty to perform any of the covenants and obligations of the Debtor.
Section 6.6. This instrument will be deemed to be and may be enforced from
time to time as an assignment, chattel mortgage, contract, deed of trust,
financing statement, real estate mortgage or security agreement, and from time
to time as anyone or more thereof is inappropriate under applicable state law.
Section 6.7. All recording references to Exhibit 2 are to the real property
records of the county in which the affected land is located. Unless otherwise
indicated, the Lease or Leases described in each paragraph in Exhibit 2 cover
all of the oil, gas, and other hydrocarbons in and under the lands described in
the same paragraph.
Section 6.8. This instrument may be executed in several original
counterparts, all of which are identical, except that, to facilitate recordation
in certain counterparts, any subdivisions of Exhibit 2 which contain specific
descriptions of property located in the recording jurisdictions other than the
jurisdictions in which a particular counterpart is to be recorded may be omitted
and included by reference only. Each counterpart shall be deemed to be an
original for all purposes, and all counterparts shall together constitute but
one and the same instrument.
Section 6.9. All deliveries hereunder shall be deemed to have been duly
made if actually delivered or if mailed by registered or certified mail, postage
prepaid, addressed as set forth above. Each Party may, by written notice so
delivered to the other, change the address to which delivery shall thereafter be
made.
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Section 6.10. The terms, provisions, covenants, and conditions hereof shall
bind and inure to the benefit of the respective successors and assigns of Debtor
and of PEM.
IN WITNESS WHEREOF, this Mortgage, Security Agreement and Assignment of
Production and Proceeds is executed as of the day and year first above written.
SYNERGY RESOURCES CORPORATION
By /s/ Frank L. Jennings
----------------------------------
Frank L. Jennings, Chief Financial
Officer
State of Colorado )
) ss
County of Weld )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State on this ____ day of ________________, 2011, personally appeared Frank L.
Jennings, to me known to be the person described herein and who executed the
within and foregoing instrument of writing on behalf of Synergy Resources
Corporation, and acknowledged to me that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal the day and year last above written.
-------------------------------
Notary Public
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