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958246 06/16/2021 0916:47 AM Page 1 of 132
<br /> Jean Alberico, Garfield County, Colorado
<br /> Rec Fee: $668.00 Doc Fee: $0.00 eRecorded
<br /> Rcturn to:
<br /> Cacnis Piccancc LLC
<br /> 1001 171h Sircct.Suitc 1600
<br /> Dcm cr.Colorado 80202
<br /> Attn:Aubmc Bcsant
<br /> ASSIGNMENT AND BILL OF SALE
<br /> STATE OF COLORADO §
<br /> COUNTY OF GARFIELD §
<br /> This Assignment and Bill of Sale (this "Assignment") is from XTO Energy Inc., a
<br /> Delaware corporation, XTO Permian, LLC, a Texas limited liability company, XTO Permian
<br /> Operating, LLC, a Texas limited liability company, Exxon Mobil Corporation, a New Jersey
<br /> corporation, and Exxon Asset Management Company, LLC, a Delaware limited liability
<br /> company, each with an address is 22777 Springwoods Village Parkway, Spring, Texas 77389
<br /> (collectively, "Assignor"), to Caerus Cross Timbers LLC, a Colorado limited liability
<br /> company, with an address of 1001 17'h Street, Suite 1600, Denver, CO 80202 ("Assignee"), and
<br /> is effective as of 12:00:01 a.m. [Central Time], on January 1, 2021 (the "Effective Time").
<br /> Capitalized terms used in this Assignment that are not otherwise defined (including in Section 1.5
<br /> hereof) shall have the meanings given to such terms in that certain Purchase and Sale Agreement
<br /> by and between Assignor and Assignee dated as of April 19, 2021 (as amended, the "Purchase
<br /> Agreement").
<br /> ARTICLE 1
<br /> ASSIGNMENT OF ASSETS
<br /> Section 1.1 Assignment. Assignor, for good and valuable consideration, the receipt
<br /> and sufficiency of which are hereby acknowledged, hereby GRANTS, BARGAINS, SELLS,
<br /> CONVEYS, ASSIGNS, TRANSFERS, SETS OVER, and DELIVERS unto Assignee, all of
<br /> Assignor's right, title and interest in and to the assets described in Sections L I(a) through W
<br /> below (such assets, less and except for the Excluded Assets, as defined below, collectively the
<br /> "Assets"):
<br /> (a) the oil and gas leases described in Exhibit A-1 and all rights, privileges, or
<br /> benefits incident thereto or derived therefrom, including carried interests, executive rights, non-
<br /> executive rights, overriding royalty interests, net profits interests, production payments, and other
<br /> revenue interests or related interests therein (the"Lessee Leases"),
<br /> (b) the oil and gas leases described in Exhibit A-2 and all rights, privileges, or
<br /> benefits incident thereto or derived therefrom, including carried interests, executive rights, non-
<br /> executive rights, overriding royalty interests, net profits interests, production payments, and other
<br /> revenue interests or related interests therein (the"Lessor Leases"),-
<br /> (c) the oil and gas leases described in Exhibit A-3 and all rights, privileges, or
<br /> benefits incident thereto or derived therefrom, including carried interests, executive rights, non-
<br /> executive rights, overriding royalty interests, net profits interests, production payments, and other
<br /> revenue interests or related interests therein (the "Override Leases" and collectively with the
<br /> Lessee Leases and Lessor Leases, the "Leases"),-
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