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( 'l 899496 11/03/2017 01:14.15 PM Page 1 of 44 ry') ,?Vd-7V(-11 <br /> Jean Alberico, Garfield County, Colorado <br /> Rec Fee: $228.00 Doc Fee: $0.00 eRecorded Execution Version <br /> RECEIVED <br /> Assignment and Bill of Sale <br /> (Second Closing) FEB 2 B 201� <br /> DMSION OF RECLAMATION <br /> MINING AND SAFETY <br /> STATE OF COLORADO § <br /> § KNOW ALL MEN BY THESE PRESENTS THAT: <br /> COUNTY OF GARFIELD § <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 II <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 />