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899496 11/03/2017 01:14:15 PM Page 1 of 44 <br />Jean Alberico, Garfield County, Colorado <br />Rec Fee: $228.00 Doc Fee: $0.00 eRecorded <br />Assignment and Bill of Sale <br />(Second Closing) <br />STATE OF COLORADO § <br />COUNTY OF GARFIELD § <br />Execution Version <br />RECEIVED <br />FEB 2 8 2018 <br />DMSION OF RECLAMATION <br />MINING AND SAFETY <br />KNOW ALL MEN BY THESE PRESENTS THAT: <br />Assignment and Bill of Sale <br />This Assignment and Bill of Sale (Second Closing) (this "Assignment"), dated October <br />24, 2017, is from Marathon Oil Company, a corporation organized under the laws of the State <br />of Ohio ("Assignor"), with an address of 5555 San Felipe, Houston, Texas 77056, to Caerus <br />Piceance LLC, a limited liability company organized under the laws of the State of Colorado <br />("Assignee"), with an address of 1001 17`h Street, Suite 1600, Denver, Colorado 80202 , and is <br />effective as of 12:01 a.m. on May 1, 2016 (the "Effective Date"). In this Assignment, Assignor <br />and Assignee are each referred to as a "Party" and collectively as the "Parties." <br />RECITALS <br />WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to receive <br />from Assignor, all of Assignors' right, title and interest in the Second Closing Assets (as defined <br />below), in accordance with the terms and conditions of this Assignment and the Purchase <br />Agreement (as defined below), <br />NOW, THEREFORE, in consideration of the above and of the mutual covenants and <br />promises contained in this Assignment, the Parties agree as follows: <br />ARTICLE I <br />DEFINED TERMS <br />1.1 Definitions. <br />Capitalized terms used herein and not defined in Section 3.4 below or otherwise in this <br />Assignment shall have the meanings given such terms in that certain "Purchase and Sale <br />Agreement (Project Canyon)" dated March 4, 2016, by and between Assignor and <br />Assignee (as the same may be amended, the "Purchase Agreement"). <br />ARTICLE 11 <br />ASSIGNMENT OF ASSETS <br />2.1 Assignment. <br />Subject to the terms and conditions of this Assignment, Assignor, for good and valuable <br />consideration, the receipt and sufficiency of which are hereby acknowledged, does <br />hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER, <br />AND DELIVER to Assignee (and Assignee's successors and assigns), and Assignee does <br />