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999126 08/20/2024 09:43:00 AM Page 1 of 22
<br /> Jacklyn K. Harmon, Garfield County, Colorado
<br /> Rec Fee: $118.00 Doc Fee: $0.00 eRecorded
<br /> When recorded,please return to:
<br /> QB Energy Operating,LLC
<br /> 1001 17th Street,Suite 1600
<br /> Denver,Colorado 80202
<br /> Attn:Roger Biemans
<br /> SURFACE FEE DEED
<br /> STATE OF COLORADO §
<br /> COUNTIES OF MESA, §
<br /> GARFIELD AND RIO BLANCO §
<br /> Caerus Piceance LLC, a Colorado limited liability company, with an address of 1001 17th
<br /> Street, Suite 1600, Denver, Colorado 80202 ("Grantor"), for and in consideration of the sum of
<br /> Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of
<br /> which are hereby acknowledged, does hereby GRANT, BARGAIN, TRANSFER, SET OVER
<br /> AND CONVEY, subject to the exceptions to the conveyance and disclaimers herein contained,
<br /> unto QB Energy Operating, LLC, a Delaware limited liability company, whose address is 1001
<br /> 17th Street, Suite 1600, Denver, Colorado 80202 ("Grantee"), all of Grantor's right, title, and
<br /> interest in and to the surface estate of the lands situated in Mesa,Garfield and Rio Blanco Counties,
<br /> Colorado, described more fully on Exhibit A, attached hereto and made a part hereof, as well as
<br /> all fixtures and improvements located thereon, and together with all right, title, and interests
<br /> appurtenant thereto(the"Surface Fee"). This Surface Fee Deed(this"Deed") is made subject to
<br /> the terms,covenants, and conditions contained in that certain Purchase and Sale Agreement dated
<br /> June 12, 2024, by and among Caerus Operating LLC, a Colorado limited liability company,
<br /> Grantor, Grand Valley Mineral Company LLC, a Delaware limited liability company, Garden
<br /> Gulch, LLC, a Colorado limited liability company, and Grantee(as the same may be amended or
<br /> modified from time to time,the"Purchase Agreement").Capitalized terms used but not otherwise
<br /> defined in this Deed have the meanings given such terms in the Purchase Agreement. If there is a
<br /> conflict between the terms of this Deed and the terms of the Purchase Agreement,the terms of the
<br /> Purchase Agreement will control to the extent of the conflict.Grantor and Grantee intend that the
<br /> terms of the Purchase Agreement not merge into the terms of this Deed. There are no oral
<br /> agreements between the Parties not set out in writing with respect to the transactions contemplated
<br /> hereby. Notwithstanding the foregoing, third parties may conclusively rely on this Deed to
<br /> vest title to the Surface Fee in Grantee without further recourse or reference to the Purchase
<br /> Agreement. The execution and delivery of this Deed by Grantor, and the execution and
<br /> acceptance of this Deed by Grantee, shall not operate to release or impair any surviving rights or
<br /> obligations of Grantor or Grantee under the Purchase Agreement.
<br /> EXCEPT AS AND TO THE EXTENT EXPRESSLY REPRESENTED
<br /> OTHERWISE IN ARTICLE 4 OF THE PURCHASE AGREEMENT OR THE
<br /> CERTIFICATE OF SELLER TO BE DELIVERED AT THE CLOSING PURSUANT TO
<br /> SECTION 8.2(d) OF THE PURCHASE AGREEMENT, GRANTOR EXPRESSLY
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