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895338 07/27/2017 03:49:33 PM Page 1 of 521
<br /> 1Z DC Mz0_?so6,�,
<br /> Jean Alberico, Garfield County, Colorado
<br /> Rec Fee: $2,613.00 Doc Fee: $0.00 eRecorded
<br /> Garfield County, Colorado
<br /> When recorded,please return to: RECEIVED
<br /> Caerus Piceance LLC
<br /> 1001 17"Street,Suite 1600
<br /> Denver,CO 80202 NOV 2 8 2017
<br /> Attention: Land Department
<br /> �f Reclamation,
<br /> ASSIGNMENT, DEED,BILL OF SALE AND CONVEYANCE &Safety
<br /> This Assignment, Deed, Bill of Sale and Conveyance(this"Assignment'), effective as of
<br /> January 1,2017,at 7:00 a.m.,Mountain Time(the"Effective Tinte"),is by and among Encana Oil
<br /> & Gas (USA) Inc., a Delaware corporation ("Encana"), Pavillion Land Development, LLC, a
<br /> Wyoming limited liability company("Pavillion",and together with Encana,"Assignors"),both of
<br /> whose address is 370 1711' Street, Suite 1700,Denver, CO 80202,and Piceance Divestiture LLC, a
<br /> Delaware limited liability company ("Assignee"), whose address is 1001 171" Street, Suite 1600,
<br /> Denver,CO 80202. Assignors and Assignee are,individually,a"Party,"and are,collectively,the
<br /> "Parties." Capitalized terms used but not otherwise defined in this Assignment have the meaning
<br /> given such terms in Annex I to the Purchase Agreement.
<br /> In exchange for the issuance to Assignors of membership interests in Assignee, and for
<br /> other good and valuable consideration, the receipt and sufficiency of which are hereby
<br /> acknowledged, Assignors grant, bargain, sell, convey, assign,transfer, and deliver unto Assignee
<br /> all of Assignors' right, title, and interest in and to the E&P Assets, to have and to hold unto
<br /> Assignee and its successors and assigns,forever, subject to the following terms and conditions:
<br /> 1. The E&P Assets. As used in this Assignment,the term"E&PAssets"means all of
<br /> Encana's or Pavillion's right, title, and interest in and to the following, other than the Excluded
<br /> Assets:
<br /> (a) the leasehold estates created by all oil and gas leases located within the
<br /> Contract Area, including those described in Exhibit A-1 (collectively, the "Leases"), and
<br /> Hydrocarbons attributable to or produced from the Leases and the lands covered thereby
<br /> or the lands pooled, unitized, or communitized therewith (the "Lands") and all rights and
<br /> interests associated with the Leases, Hydrocarbons, and Lands including all other right,
<br /> title and interest of Encana or Pavillion in and to the Leases, Hydrocarbons, and Lands;
<br /> (b) the oil, gas, water, disposal, injection, water supply, and any other wells
<br /> located on, under, within or pooled, unitized, or communitized with the Leases and Lands
<br /> whether producing, operating, plugged, permanently abandoned, shut-in or temporarily
<br /> abandoned, including the Allocation Wells described in Exhibit A-2 (collectively, the
<br /> "Wells"), and the pipelines and facilities associated or used in connection with the Wells
<br /> or other E&P Assets, including production units, flow lines and compression facilities,
<br /> pipelines, gathering, processing, and treatment systems, and all real property, tangible
<br /> personal property, equipment, fixtures, and improvements,in each case located within the
<br /> Contract Area(including in any laydown yards) and/or used or held for use in connection
<br /> with the exploration, development,drilling for,production, gathering, treatment,handling,
<br /> processing,storing,transporting, sale or disposal of Hydrocarbons or water produced from
<br /> US 5007684v.10
<br /> 4366806.4
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