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999126 08/20/2024 09:43:00 AM Page 4 of 22 <br /> Jacklyn K. Harmon, Garfield County, Colorado <br /> Rec Fee: $118.00 Doc Fee: $0.00 eRecorded <br /> representations, and warranties, if any, which Grantor or its Affiliates are entitled to enforce <br /> against Third Parties with respect to the Surface Fee acquired by Grantee. <br /> Separate Assianments. The Surface Fee covered by this Deed shall not include the properties <br /> and interests covered by that certain (a) Quitclaim Deed (Water Rights) between Grantor and <br /> Grantee executed contemporaneously herewith and dated effective as of the Effective Time (the <br /> "Water Deed"), (b) Assignment and Assumption Agreement between Caerus Operating and <br /> Grantee executed contemporaneously herewith and dated effective as of the Effective Time (the <br /> "Equity Assignment"), or (c) Assignment, Bill of Sale, and Conveyance by and among Caerus <br /> Operating LLC, Grantor, Grand Valley Mineral Company LLC, Garden Gulch,LLC,and Grantee <br /> executed contemporaneously herewith and dated effective as of the Effective Time(the"ABOS", <br /> and together with this Deed, the Equity Assignment and the Water Deed, the "Instruments of <br /> Conveyance"). Grantor and Grantee acknowledge and agree that the Instruments of Conveyance <br /> (including any and all recorded counterparts thereof)are intended to COLLECTIVELY convey to <br /> Grantee all of the "Assets" as defined and described in the Purchase Agreement. Grantor and <br /> Grantee acknowledge and agree that the Instruments of Conveyance are not intended to effect <br /> multiple conveyances of the same properties or interests in such properties covered hereby or <br /> thereby or multiple assumptions by Grantee of the same Assumed Liabilities as described in the <br /> Purchase Agreement. Further, Grantor and Grantee acknowledge and agree that they may be <br /> required to execute and record separate deeds, assignments and/or other instruments covering <br /> certain of the Surface Fee conveyed hereby on forms approved by Governmental Authorities or <br /> other Persons to effect the conveyances of such Surface Fee. Any such separate deed,assignment <br /> or other instrument (a) shall evidence this Deed and conveyance of the applicable Surface Fee <br /> herein made and shall not constitute any additional conveyance of any of the Surface Fee, (b) is <br /> not intended to modify, and shall not modify, any of the terms, covenants and conditions or <br /> limitations on warranties set forth in this Deed or the Purchase Agreement and is not intended to <br /> create, and shall not create, any additional representations, warranties or covenants of or by <br /> Grantor or Grantee,and(c)shall be deemed to contain all of the terms and provisions of this Deed, <br /> as fully and to all intents and purposes as though the same were set forth at length in such separate <br /> deed or assignment. <br /> Assumption. Subject to the terms and conditions of the Purchase Agreement, Grantee does <br /> hereby assume and agree to pay, perform, fulfill and discharge (or cause to be paid, performed, <br /> fulfilled and discharged) all Assumed Liabilities relating to the Surface Fee acquired by Grantee <br /> under this Deed. <br /> Further Assurances. From time to time, Grantor and Grantee shall each execute, <br /> acknowledge, and deliver to the other such further instruments and take such other action as may <br /> be reasonably requested in order to accomplish more effectively the purposes of this Deed. <br /> Counterparts. This Deed may be executed by Grantor and Grantee in any number of <br /> counterparts,each of which shall be deemed an original instrument, but all of which together shall <br /> constitute but one and the same instrument. <br /> 4 <br />