PURCHASE AND SALE AGREEMENT
Exhibit 10.1
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) dated October 24, 2022 (the “Execution Date”) is between Exok, Inc., an Oklahoma corporation (“Seller”), and Prairie Operating Co., LLC, a Delaware limited liability company (“Purchaser”). Purchaser and Seller are sometimes referred to herein as the “Parties,” or individually as a “Party.”
RECITALS
Seller is the owner of certain interests in and to certain oil and gas Assets (as defined below);
Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller the Assets of Seller hereafter described in the manner and upon the terms and conditions set forth herein;
Concurrently with the execution and delivery of this Agreement, Purchaser is entering into that certain Agreement and Plan of Merger (as may be amended or supplemented from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Purchaser, Creek Road Miners, Inc., a Delaware corporation (“Creek Road”), and Creek Road Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Creek Road, pursuant to which the parties thereto will undertake the transactions described therein; and
As of the Execution Date, Creek Road is in negotiations with certain investors (the “PIPE Investors”) to enter into securities purchase agreements following the execution and delivery of this Agreement and prior to the Closing (as defined below), pursuant to which such PIPE Investors, upon the terms and subject to the conditions to be set forth in such securities purchase agreements, may purchase (a) shares of common stock, par value $0.0001 per share, of Creek Road (the “Creek Road Common Stock”) and (b) warrants to purchase shares of Creek Road Common Stock in a private placement (collectively, the “Private Placements”), with such purchases to be consummated prior to the consummation of the transactions contemplated by the Merger Agreement and hereby, it being understood that such proceeds may exceed the Cash Consideration (as defined below) payable to Seller hereunder at the Closing.
Now, therefore, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, the Parties covenant and agree as follows:
Article 1
PURCHASE AND SALE
Section 1.1 Purchase and Sale.
At the Closing, but effective as of the Effective Date (as defined below), upon the terms and subject to the conditions of this Agreement, Xxxxxx agrees to sell and convey to Purchaser and Purchaser agrees to purchase, accept and pay for the Assets.
Section 1.2 Assets.
Subject to the exclusions set forth in this Agreement, all of the following shall herein be called the “Assets”:
(a) All of Seller’s right, title and interest in, to and under the fee oil and gas leases described on Exhibit A attached hereto, including all working interests, operating rights, record title interests and other interests of every kind and character (the “Fee Leases”), that include and convey no less than a 75% net revenue interest (“NRI,” being the share of production of all hydrocarbons produced, saved and sold, after all burdens, such as royalty and overriding royalty, have been deducted from the working interest) in each Fee Lease.
(b) All of Seller’s right, title and interest in, to and under the State of Colorado Oil and Gas Leases described on Exhibit A attached hereto, including all working interests, operating rights, record title interests and other interests of every kind and character (the “State Leases”), that include and convey no less than a 77.5% NRI in the State Leases.
(c) 100% of Seller’s leasehold interest (Fee Leases and State Leases are collectively referred to as the “Leases”) in 23,485 net mineral acres in, on and under 37,030 gross acres located in Weld County, Colorado, as described on Exhibit A (the “Lands”).
(d) To the extent transferable, Seller’s interests in and under all contracts, agreements and instruments by which the other Assets are bound or that relate to or are used or useful in connection with the ownership, development or operation of the Leases or the Lands, to the extent applicable to the Leases or Lands, including all surface use agreements, surface rights, surface permits and other similar rights and instruments.
(e) All of Seller’s records, files and geological and geophysical data directly related to the Assets, including without limitation all seismic data and interpretations thereof, logs, core analyses, formation tests, films, surveyors’ notes, plane table sheets, shot point data bases, land files, contract files, lease files, title files (including title reports, title opinions, runsheets, abstracts, evidence of bonus and rental payments), maps, surveys and data sheets (“Records”). Seller does not warrant the accuracy, completeness or viability of any of the Records or analysis provided therein.
Section 1.3 Effective Date.
The effective date of the conveyance of the Assets is October 15, 2022 (the “Effective Date”). Except as otherwise specifically provided herein, Purchaser shall be entitled to all production of hydrocarbons from or attributable to the Assets from and after the Effective Date (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts and credits earned with respect to the Assets at or after the Effective Date and shall be responsible for all property costs incurred from and after the Effective Date.
Section 1.4 Conveyance.
Seller shall convey the Assets to Purchaser at the Closing by an Assignment and Conveyance in the form of Exhibit B attached hereto (the “Conveyance”).
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Article 2
PURCHASE PRICE
Section 2.1 Consideration.
The consideration for the Assets shall be $28,182,000.00, payable as (a) $24,000,000.00 in cash payable upon the Closing by wire transfer of immediately available funds (the “Cash Consideration”) and (b) the issuance at the Closing of $4,182,000 in total equity consideration, consisting of (i) 836,400 shares of Creek Road Common Stock (the “Stock Consideration”) and (ii) 836,400 warrants to purchase 836,400 shares of Creek Road Common Stock (the “Warrant Consideration,” and together with the Stock Consideration and the shares of Creek Road Common Stock underlying the Warrant Consideration issuable upon the exercise thereof, the “Equity Consideration”).
Section 2.2 Conditions to Closing.
(a) Conditions of Seller to Closing. The obligations of Seller to consummate the transactions contemplated by this Agreement (except for the obligations of Seller to be performed prior to the Closing and obligations that survive termination of this Agreement), including the obligations of Seller to consummate the Closing, are subject, at the option of Seller, to the satisfaction on or prior to the Closing of each of the conditions set forth in this Section 2.2(a), unless waived in writing by Seller:
(i) Each of the representations and warranties of Purchaser shall be true and correct in all material respects as of the Closing Date (as defined below);
(ii) Purchaser shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by Purchaser under this Agreement prior to or on the Closing Date;
(iii) On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial damages in connection therewith, shall have been issued and remain in force; and
(iv) Purchaser shall be ready, willing and able to deliver to Seller at the Closing the other documents and items required to be delivered by Purchaser under this Article 2 (including, for the avoidance of doubt, the RRA (as defined below)).
(b) Conditions of Purchaser to Closing. The obligations of Purchaser to consummate the transactions contemplated by this Agreement (except for the obligations of Purchaser to be performed prior to the Closing and obligations that survive termination of this Agreement), including the obligations of Purchaser to consummate the Closing, are subject, at the option of Purchaser, to the satisfaction on or prior to the Closing of each of the conditions set forth in this Section 2.2(b), unless waived in writing by Purchaser:
(i) Each of the representations and warranties of Seller shall be true and correct in all material respects as of the Closing Date;
(ii) Seller shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by Seller under this Agreement prior to or on the Closing Date;
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(iii) On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, or granting substantial damages in connection therewith, shall have been issued and remain in force;
(iv) All conditions precedent to the closing of the transactions set forth in the Merger Agreement shall have been satisfied or waived, and the closing of such transactions shall have occurred prior to the transactions contemplated in this Agreement;
(v) At least twenty (20) calendar days shall have passed since the mailing of the Information Statement (as defined below) by Creek Road; and
(vi) Seller shall be ready, willing and able to deliver to Purchaser at the Closing the other documents and items required to be delivered by Seller under this Article 2.
Section 2.3 Closing.
The closing of the transaction contemplated by this Agreement (the “Closing”) shall, unless otherwise agreed to in writing by Purchaser and Seller, take place at the offices of Xxxxxx & Xxxxxx LLP located at 000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 at 10:00 a.m., local time, on the date that is within five (5) business days after the satisfaction of each Party’s conditions to the Closing set forth in Section 2.2. The date on which the Closing occurs is referred to herein as the “Closing Date.” All actions to be taken and all documents and instruments to be executed and delivered at the Closing shall be deemed to have been taken, executed and delivered simultaneously and, except as permitted hereunder, no actions shall be deemed to have been taken nor any document and instruments executed or delivered until all actions have been taken and all documents and instruments have been executed and delivered.
Section 2.4 Payment of Cash Consideration.
At the Closing, Purchaser shall pay to Seller the Cash Consideration by wire transfer of immediately available funds to the account designated by Seller.
Section 2.5 Deliveries at the Closing.
At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
(a) The Parties shall execute, acknowledge and deliver the Conveyance (Exhibit B), with a special warranty of title by, through and under Seller but not otherwise, in sufficient counterparts for recording in Weld County, Colorado, and any applicable forms of any governmental entity, including the Colorado State Land Board, conveying all of the Assets to Purchaser as of the Effective Date;
(b) The Parties shall execute and deliver an area of mutual agreement in the form attached hereto as Exhibit C;
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(c) Purchaser shall deliver or cause to be delivered to Seller the Cash Consideration;
(d) Seller shall deliver to Purchaser (i) releases of all liens, mortgages, pledges, collateral assignments or security interest, of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing (each a “Lien”) that are burdening the Assets, (ii) authorizations to file UCC-3 termination statements releases in all applicable jurisdictions to evidence the release all such Liens on the Assets and (iii) all instruments and agreements reasonably requested by, and in form and substance reasonably acceptable to, Purchaser to effect and file of record the release of all Liens in connection therewith;
(e) Purchaser shall either (i) cause Creek Road to issue in a private placement to Seller the Equity Consideration or (ii) cause the Equity Consideration to be transferred to Seller, in each case, in book-entry form (solely with respect to the Stock Consideration), free and clear of any Liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Seller and containing a legend in substantially the following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.;
(f) Seller shall deliver to Purchaser electronic copies of all Records in the possession of Seller, its affiliates and/or their respective designees and contractors (including brokers and/or landmen);
(g) (i) Seller shall deliver to Purchaser a counterpart signature page to the Registration Rights Agreement to be entered into between Creek Road, Seller and the PIPE Investors (the “RRA”) and (ii) Purchaser shall cause Creek Road to deliver an executed copy of the RRA to Seller;
(h) Purchaser and Seller (or Seller’s designated operator) shall execute all documents reasonably requested by the other Party that are necessary to transfer the Assets to Purchaser;
(i) Seller and Purchaser shall take such other actions and deliver such other documents as are reasonably requested by the other Party to effect the transactions contemplated by this Agreement; and
(j) Seller shall deliver a duly completed and executed IRS Form W-9.
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Article 3
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser as of the date hereof and as of the Closing as follows:
Section 3.1 Existence and Qualification.
Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and is duly qualified to do business in Colorado.
Section 3.2 Power and Authorization.
Seller has the power to enter into and perform this Agreement and consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement, and the performance of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Seller. No approvals that have not already been obtained are necessary to approve this Agreement to consummate the transactions contemplated hereby.
Section 3.3 No Conflicts.
The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated by this Agreement do not (i) violate any provision of the Seller’s organizational documents, (ii) result in the creation of any material Lien on any Asset, (iii) result in default (with due notice or lapse of time or both) or the creation of any Lien or give rise to any right of termination, cancellation or acceleration under any note, bond, mortgage, indenture or other financing instrument to which Seller is a party or by which it is bound (which shall not be satisfied, assigned or termination on or prior to the Closing as a result of the transactions contemplated in this Agreement), (iv) violate any judgment, order, ruling or decree applicable to Seller a party in interest or (v) violate any laws applicable to Seller, except in each case of the foregoing clauses (iii) through (v) for any matters that do not result in a material adverse effect on (a) the ownership, operation or financial condition of the Assets as currently operated as of the date of this Agreement or (b) the performance of Seller’s obligations and covenants hereunder that are to be performed at the Closing.
Section 3.4 Enforceability.
This Agreement has been duly executed and delivered by Xxxxxx (and all documents required hereunder to be executed and delivered by Seller at the Closing will be duly executed and delivered by Seller) and this Agreement constitutes, and at the Closing, such documents will constitute, the valid and binding obligations of Seller, enforceable in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally as well as by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
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Section 3.5 Litigation.
As of the date of this Agreement, there are no actions, suits or proceedings pending or, to Seller’s knowledge, threatened, before any court or other governmental entity with respect to the Assets. There are no actions, suits or proceedings pending, or to Seller’s knowledge, threatened, before any court or other governmental entity against Seller which are reasonably likely to impair Seller’s ability to perform its obligations under this Agreement or any document required to be executed and delivered by Seller at the Closing.
Section 3.6 Compliance with Laws.
The Assets have been operated in material compliance with all applicable federal, state and local laws, rules, regulations and orders. Seller has not received a written notice of a violation of any law that is applicable to the Assets or operations on the Assets that has not been (or will not be prior to the Closing) corrected or settled.
Section 3.7 Consents and Preferential Purchase Rights.
None of the Assets are subject to any preferential rights to purchase which would become exercisable as a result of the execution of this Agreement or performance of the transactions contemplated by this Agreement, and there are no consents to assignment with respect to the transactions contemplated by this Agreement, except those governmental consents customarily obtained after Closing.
Section 3.8 Lease Status.
To the best of Xxxxxx’s knowledge, as of the Execution Date, each Lease is in full force and effect. Seller further warrants and represents that title to the Leases is title that is generally, and customarily considered, marketable in the oil and gas industry. The Leases are not subject to, or dedicated, any gathering, midstream, or other contract that supply, dedicate, require or restrict the transportation, gathering, processing or sale of hydrocarbons from the Leases or water (whether fresh water or produced water) from or used in connection with the ownership, operation or development of the Leases or the Assets. Neither Seller nor any affiliate of Seller has conducted any physical operations (including any drilling operations) on any of the Leases. There have been no hydrocarbons produced from or allocated to the Assets from and after the execution of the Leases.
Section 3.9 Bankruptcy.
There are no bankruptcy, insolvency, reorganization, or receivership proceedings: (a) pending against or being contemplated by Seller, or (b) to Seller’s knowledge, threatened against, Seller or any of the Assets.
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Section 3.10 Contracts.
The Leases are not subject to or burdened by, and the Assets do not include, any Material Contracts. “Material Contract” means any contract, agreement or instrument (whether recorded or unrecorded, oral or in writing), that (a) can reasonably be expected to result in gross revenue per fiscal year in excess of $10,000.00; (b) can reasonably be expected to result in expenditures per fiscal year in excess of $10,000.00; (c) are with any affiliate of Seller; (d) are participation agreements, exploration agreements, development agreements, joint operating agreements, unitization agreements, pooling agreements, communitization agreements or similar agreements; (e) have the purpose or requirement to sell, lease, farmout, exchange or otherwise dispose of all or any part of the Assets; (f) contain any drilling or development obligations on the part of Seller; (g) contain any area of mutual interest agreements, most-favored nations provisions, non-compete agreements or similar provisions; or (h) contain any call upon, option to purchase or similar rights with respect to the Assets or to the production therefrom or the processing thereof.
Section 3.11 No Distribution.
Seller is an experienced and knowledgeable investor, Seller is able to bear the economic risks of its acquisition and ownership of the Equity Consideration, and Seller is capable of evaluating (and has evaluated) the merits and risks of investing in the Equity Consideration and Seller’s acquisition and ownership thereof. Seller is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and is acquiring the Equity Consideration for its own account and not with a view to a sale or distribution thereof in violation of the Securities Act, and the rules and regulations thereunder or any other securities laws. Seller acknowledges and understands that (i) the acquisition of the Equity Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) the Equity Consideration will, upon its acquisition by Seller be characterized as “restricted securities” under state and federal securities laws. Seller agrees that the Equity Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, and in compliance with applicable state and federal securities laws
Section 3.12 Taxes and Assessments.
All ad valorem, property, excise, severance, production, sales, use and similar taxes based upon or measured by the ownership or operation of the Assets or the production of hydrocarbons or the receipt of proceeds therefrom (“Asset Taxes”) that have become due and payable have been paid, all tax returns with respect to Asset Taxes required to be filed have been timely filed, and none of the Assets are subject to any tax partnership agreement or are otherwise treated, or required to be treated, as held in an arrangement requiring a partnership income tax return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended.
Section 3.13 Waiver.
EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH ABOVE IN THIS ARTICLE 3 AND SELLER’S SPECIAL WARRANTY OF TITLE IN THE CONVEYANCE, THE ASSETS ARE BEING CONVEYED BY SELLER TO PURCHASER WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, AND THE PARTIES HEREBY EXPRESSLY DISCLAIM, WAIVE, AND RELEASE ANY WARRANTY OF MERCHANTABILITY, CONDITION, SAFETY, OR FITNESS FOR A PARTICULAR PURPOSE; AND PURCHASER ACCEPTS THE ASSETS, “AS IS, WHERE IS, WITH ALL FAULTS, WITHOUT RECOURSE.”
SELLER MAKES NO REPRESENTATION OR WARRANTY (EXPRESS, STATUTORY OR IMPLIED), AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE RECORDS OR THE DESCRIPTION OF THE ASSETS HEREIN OR IN THE CONVEYANCE. EXCEPT TO THE EXTENT RESULTING FROM A BREACH OF SELLER’S SPECIAL WARRANTY OF TITLE SET FORTH IN THE CONVEYANCE, SELLER SHALL HAVE NO LIABILITY TO PURCHASER FOR ANY ALLEGED OR ACTUAL TITLE DEFECTS OR FOR FAILING TO DELIVER THE SPECIFIED NRI, NET MINERAL ACRES, OR GROSS ACRES, AND PURCHASER WAIVES ANY RIGHT TO MAKE OR ASSERT ANY CLAIM AGAINST SELLER FOR ANY TITLE DEFECT OR FOR FAILING TO DELIVER THE SPECIFIED NRI, NET MINERAL ACRES, OR GROSS ACRES.
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Article 4
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to Seller as of the date hereof and as of the Closing as follows:
Section 4.1 Existence and Qualification.
Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
Section 4.2 Power and Authorization.
Purchaser has the power to enter into and perform this Agreement and consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement, and the performance of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Purchaser.
Section 4.3 Enforceability.
This Agreement has been duly executed and delivered by Xxxxxxxxx (and all documents required hereunder to be executed and delivered by Purchaser at Closing will be duly executed and delivered by Purchaser) and this Agreement constitutes, and at the Closing, such documents will constitute, the valid and binding obligations of Purchaser, enforceable in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally as well as by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Section 4.4 Litigation.
There are no actions, suits or proceedings pending, or to Purchaser’s knowledge, threatened, before any court or other governmental entity against Purchaser which are reasonably likely to impair Purchaser’s ability to perform its obligations under this Agreement or any document required to be executed and delivered by Purchaser at the Closing.
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Section 4.5 Due Diligence.
Subject to and without limiting any representations and warranties of Seller set forth herein or in the documents delivered hereunder (a) Purchaser has conducted all due diligence, review of documents, Lease files and relevant documents related to the Assets prior to the Closing and (b) Purchaser waives any right to any post-Closing adjustments. Purchaser is familiar with the Assets and is a knowledgeable, experienced and sophisticated investor in the oil and gas business. In entering into this Agreement, Purchaser has relied and will rely solely on the terms of this Agreement and upon its own independent analysis, evaluation, and investigation of, and judgment with respect to the business, economic, legal, tax and other consequences of this Agreement and the transactions contemplated herein, including its estimate and appraisal of the extent and value of the Assets, and the oil, gas and other reserves associated with the Assets.
Section 4.6 Financing. Subject to the satisfaction of the conditions to the Closing set forth herein, Purchaser has, or will have as of the Closing Date (including the Private Placements), sufficient cash, available lines of credit or other sources of immediately available funds (in United States Dollars) to enable Purchaser to pay at the Closing the entirety of the $24,000,000.00 Cash Consideration.
Section 4.7 Equity Consideration. All of the Equity Consideration issuable at the Closing in accordance with this Agreement or issuable upon exercise thereafter will be, when so issued (a) duly authorized, validly issued, fully paid and non-assessable, (b) not subject to, or issued in violation of, any preemptive rights, (c) not issued in violation of any federal or state securities laws, (d) free and clear of any Liens or other restrictions whatsoever (other than those arising under state or federal securities laws) and (e) except as otherwise set forth herein, rank pari passu in all respects with the securities issued pursuant to the Private Placements.
Article 5
ACTIONS OF THE PARTIES PRIOR TO CLOSING
Section 5.1 Seller’s Obligations. From and after the date hereof until the Closing, Seller shall: (a) own and operate the Assets as a reasonably prudent operator, in compliance with all applicable laws and contracts, leases and agreements; (b) maintain the books of account and Records relating to the Assets in the usual, regular and ordinary manner, in accordance with the usual accounting practices of Seller; (c) not transfer, sell, hypothecate, encumber, novate or otherwise dispose of any of the Assets; (d) not terminate (other than terminations of based on the expiration without any affirmative action by Seller), novate, materially amend, execute or extend any Leases or contracts binding on or included in the Assets; (e) not approve or conduct any individual authorization for expenditure or similar request or invoice for funding or participation under any contract for any operations on the Leases; (f) not enter into, amend or change the terms of any Material Contract or Lease; (g) maintain in full force and effect all Leases; (h) not, and Seller shall cause their respective affiliates and each of their respective directors, officers, employees, representatives, advisors, brokers or agents not to, directly or indirectly, (A) actively market any material amount of the Assets (an “Acquisition Transaction”) to any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority or any other entity (each, a “Person”), (B) solicit or initiate negotiations or submissions of proposals or offers in respect to any Acquisition Transaction or (C) permit any Person (other than Purchaser) to conduct any on-site diligence with respect to the Assets; and (i) not commit or enter into an agreement with respect to any matter that is prohibited by the foregoing.
Section 5.2 Purchaser’s Obligation. From and after the Execution Date, Purchaser shall use commercially reasonable efforts to cause the conditions to Closing set forth in Sections 2.2(b)(iv) and (v) to be satisfied or waived and to cause the Closing to occur.
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Article 6
TAX MATTERS
Section 6.1 Asset Taxes.
(a) Seller shall be allocated and bear all Asset Taxes attributable to the Assets with respect to (i) any tax period ending prior to the Effective Date and (ii) the portion of any tax period beginning before and ending after the Effective Date (a “Straddle Period”) ending immediately prior to the Effective Date, and Purchaser shall be allocated and bear all Asset Taxes attributable to the Assets with respect to (x) any tax period beginning at or after the Effective Date and (y) the portion of any Straddle Period beginning at the Effective Date.
(b) For purposes of determining the allocations described in Section 6.1(a), (i) Asset Taxes that are attributable to the severance or production of hydrocarbons (other than such Asset Taxes described in clause (iii), below) shall be allocated to the period in which the severance or production giving rise to such Asset Taxes occurred, (ii) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) above or (iii) below), shall be allocated to the period in which the transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Date and the portion of such Straddle Period beginning at the Effective Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the date on which the Effective Date occurs, on the one hand, and the number of days in such Straddle Period that occur on or after the date on which the Effective Date occurs, on the other hand.
Section 6.2 Transfer Taxes and Recording Fees.
Purchaser shall bear and pay (a) all sales, use, transfer, stamp, documentary, registration, excise or similar taxes incurred or imposed with respect to the transactions described in this Agreement (“Transfer Taxes”), and (b) all required filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Purchaser. Seller and Purchaser shall reasonably cooperate in good faith to minimize, to the extent permissible under applicable law, the amount of any such Transfer Taxes.
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Section 6.3 Cooperation.
Purchaser and Seller covenant and agree that subsequent to the Closing, upon reasonable notice and during normal business hours, they will: (a) give the other Party and its representatives information, books and records relevant to the Assets, to the extent necessary to enable the other party to prepare its tax returns or determine the amount of any tax benefit the requesting Party may be entitled to receive pursuant to this Agreement, (b) provide the other Party with such information, books and records as may reasonably be requested in connection with any tax return, inquiry, election, audit or other examination by any tax authority, or judicial or administrative proceedings relating to liability for taxes with respect to the Assets and (c) retain all books and records with respect to tax matters pertinent to the Assets relating to any tax period beginning before the Closing Date until the expiration of the statute of limitations of the respective tax periods and abide by all record retention agreements entered into with any governmental authority.
Section 6.4 Tax Returns.
Subject to Purchaser’s indemnification rights under Section 7.2(c), after the Closing Date, (a) Purchaser shall be responsible for paying any Asset Taxes relating to any tax period that ends before or includes the Effective Date that become due and payable after the Closing Date and shall file with the appropriate governmental authority any and all tax returns required to be filed after the Closing Date with respect to such Asset Taxes, (b) Purchaser shall submit each such tax return to Seller for its review and comment reasonably in advance of the due date therefor and (c) Purchaser shall timely file any such tax return, incorporating any comments received from Seller prior to the due date therefor.
Article 7
ASSUMPTION OF LIABILITIES AND INDEMNIFICATION
Section 7.1 Purchaser’s Assumption of Liability.
From and after the Closing and subject to Section 7.2, Purchaser shall assume and pay, perform, fulfill and discharge and release and indemnify Seller and its affiliates from (a) subject to Section 7.2(a) and Section 7.2(b), all costs, expenses, and damages regarding the Assets, (b) damages resulting from any breaches or inaccuracies of any representations, warranties or covenants of Purchaser set forth herein, and (c) any Asset Taxes allocable to Purchaser pursuant to Section 6.1.
Section 7.2 Seller’s Retained Liabilities.
From and after the Closing, Seller shall retain and pay, perform, fulfill and discharge and release and indemnify Purchaser and its affiliates from (a) for one (1) year after the Closing, all costs, expenses and damages regarding the Assets attributable to the period of time prior to the Effective Date, (b) damages resulting from any breaches or inaccuracies of any representations, warranties or covenants of Seller set forth herein and (c) any Asset Taxes allocable to Seller pursuant to Section 6.1; provided that (x) all representations and warranties made by Seller in Sections 3.1, 3.2, 3.3, 3.4 and 3.9 shall survive for the applicable statute of limitations, (y) all other representations and warranties made herein by Seller and any liability arising with respect thereto shall survive the Closing, but only for a period of six (6) months from the Closing and (z) all covenants set forth herein of Purchaser or Seller shall survive until fully performed. Notwithstanding anything to the contrary in this Agreement, (1) Seller will not have any liability for indemnification to Seller or any of its affiliates under this Section 7.2 for breaches of representations and warranties of Seller until and unless the aggregate amount of all liability for damages for which Seller and/or its affiliates is entitled to indemnification exceeds a deductible equal two percent (2%) of the Cash Consideration; and (2) in no event will Seller have any liability to indemnify Seller and/or its affiliates from and against damages under this Agreement for breaches of representations and warranties of Seller in excess of twenty percent (20%) of the Cash Consideration.
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Article 8
ADDITIONAL AGREEMENTS
Section 8.1 Information Statement.
Seller shall furnish all information as Purchaser may reasonably request in connection with the preparation and filing of an information statement (the “Information Statement”) containing the information required under Schedule 14C promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Creek Road with the U.S. Securities and Exchange Commission (the “SEC”) regarding the transactions contemplated by the Merger Agreement and this Agreement. Such information will not include any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Seller shall promptly correct any information provided by it or any of its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives for use in the Information Statement if and to the extent that such information shall have become false or misleading in any material respect.
Section 8.2 Financing Cooperation.
Seller agrees, and shall use commercially reasonable efforts, to provide such assistance as is reasonably requested by Purchaser with reasonable prior notice in connection with any arrangement, marketing, syndication and consummation of any financing, including the Private Placements, that may be arranged by Purchaser or Creek Road to the extent deemed necessary or advisable by Purchaser to fund any portion of the Cash Consideration; provided that such requested assistance does not unreasonably interfere with the ongoing business or operations of Seller.
Article 9
TERMINATION
Section 9.1 Termination. This Agreement may be terminated at any time prior to the Closing:
(a) by the mutual prior written consent of Seller and Purchaser; or
(b) by Purchaser upon a breach of any representation, warranty, covenant or agreement on the part of Seller set forth in this Agreement, or if any representation or warranty of Seller shall have become untrue, in either case such that the conditions set forth in Section 2.2(b)(i) and Section 2.2(b)(ii) would not be satisfied (“Terminating Seller Breach”); provided that Purchaser has not waived such Terminating Seller Breach and Purchaser is not then in material breach of its representations, warranties, covenants or agreements in this Agreement; provided, further that, if such Terminating Seller Breach is curable by Seller, Purchaser may not terminate this Agreement under this Section 9.1(b) for so long as Seller continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within fifteen (15) days after notice of such breach is provided by Purchaser to Seller;
(c) by Seller upon a breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or if any representation or warranty of Purchaser shall have become untrue, in either case such that the conditions set forth in Section 2.2(a)(i) and Section 2.2(a)(ii) would not be satisfied (“Terminating Purchaser Breach”); provided that Seller has not waived such Terminating Purchaser Breach and Seller is not then in material breach of its representations, warranties, covenants or agreements in this Agreement; provided, further that, if such Terminating Purchaser Breach is curable by Purchaser, Seller may not terminate this Agreement under this Section 9.1(c) for so long as Purchaser continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within fifteen (15) days after notice of such breach is provided by Seller to Purchaser; or
(d) by Seller if the Cash Consideration has not been received by Seller pursuant to Section 2.1(a) on or before January 18, 2023; provided that Seller is not then in material breach of its representations, warranties, covenants or agreements in this Agreement.
Section 9.2 Effect of Termination.
(a) If this Agreement is terminated pursuant to Section 9.1, this Agreement shall become void and of no further force or effect (except for the provisions of this Article 9 and Article 11, all of which shall survive and continue in full force and effect indefinitely).
(b) In the event that (i) all conditions precedent to the obligations of Seller set forth in Section 2.2(a) have been satisfied or waived by Seller and (ii) the Closing has not occurred as a result of the material breach or failure of any Seller’s representations, warranties or covenants hereunder, including, if and when required, Seller’s obligations to consummate the transactions contemplated hereunder at the Closing, then Purchaser shall be entitled to elect in writing, to (A) exercise any and all rights and remedies, including rights to specific performance of this Agreement, that Purchaser may be entitled to at law or in equity or (B) terminate this Agreement.
(c) In the event that (i) all conditions precedent to the obligations of Purchaser set forth in Section 2.2(b) have been satisfied or waived by Purchaser and (ii) the Closing has not occurred as a result of the material breach or failure of any Purchaser’s representations, warranties or covenants hereunder, including, if and when required, Xxxxxxxxx’s obligations to consummate the transactions contemplated hereunder at the Closing, then Seller shall be entitled to elect in writing, to (A) exercise any and all rights and remedies, including rights to specific performance of this Agreement, that Seller may be entitled to at law or in equity or (B) terminate this Agreement.
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Article 10
ACTIONS OF THE PARTIES AFTER CLOSING
Section 10.1 Filing of State Leases. Promptly after the Closing, Seller and Purchaser shall submit the forms for the State Leases to the Colorado State Land Board for approval for the assignment of the State Leases.
Section 10.2 Records Delivery. Within three (3) business days after the Closing, Seller shall make the originals and copies of the Records in respect of the Assets, including any electronic versions, available for pickup by Purchaser or, at Purchaser’s request and sole cost, shall ship such Records to Purchaser; provided that Seller shall have the right to keep copies (at Seller’s sole cost and expense) of such Records.
Section 10.3 Non-Competition.
(a) Seller acknowledges that Purchaser is entering into this Agreement and assuming the obligations hereunder in contemplation of undertaking substantial further development of the Assets, which development is intended to permit Purchaser to satisfy such assumed obligations. As a material inducement to Purchaser to enter into this Agreement, from and after Closing, Seller shall not, and shall ensure and cause each affiliate of Seller (each, a “Restricted Person”) not to, directly or indirectly, acquire in any capacity during the period from and after the Closing Date and ending on the date that is three (3) years after the Closing Date (the “Non-Compete Period”), any interest in any Restricted Opportunity, whether alone or as a partner, joint venturer or equity interest holder of any Person acquiring such interest. Without limiting Purchaser’s other rights, in the event any Restricted Person acquires any Restricted Opportunity during the Non-Compete Period, Seller shall, or, as applicable, Seller shall cause such Restricted Person to, (i) promptly (but in no event later than ten (10) days after the acquisition of such Restricted Opportunity) notify Purchaser of such acquisition, which notice shall include all terms of such Restricted Opportunity and any and all information (including title and land files) in Seller’s and such Restricted Person’s possession regarding such Restricted Opportunity, (ii) Purchaser shall have the right, but not the obligation, to elect in writing within ten (10) days after receipt of Seller’s notice to acquire all or any portion of such Restricted Opportunity for a purchase price equal to one dollar ($1.00) for each net mineral acre included in such Restricted Opportunity and (iii) if Purchaser elects to exercise such right, (A) Seller shall assign such Restricted Opportunity to Purchaser or its designee free and clear of any burdens or encumbrances by, through or under Seller and its affiliates pursuant to an assignment and conveyance form reasonably acceptable to Purchaser, containing a special warranty of title by, through and under Seller and its affiliates and (B) Purchaser shall pay the applicable Restricted Person a purchase price equal to one dollar ($1.00) for each net mineral acre included in such Restricted Opportunity assigned to Purchaser or its designee.
(b) As used herein:
(i) “affiliate” means, with respect to any Person, a Person that directly or indirectly controls, is controlled by or is under common control with such Person, with control in such context meaning the ability to direct the management or policies of a Person through ownership of voting shares or other securities, pursuant to a written agreement, or otherwise.
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(ii) “Restricted Area” means the geographical boundaries and lands located in the areas described as follows:
(A) all lands located in the West Half (“W/2”) of Townships 8, 9, 10, and 11 North, Range 61 West, in Weld County, Colorado; and
(B) all lands located in Townships 8, 9 10 & 11 North, Ranges 62, 63, and 64 West, in Weld County, Colorado.
(iii) “Restricted Opportunity” means any opportunity for, including an opportunity to finance, the leasing, acquisition, farm-in, exploration, development, production, gathering or marketing or any combination of the foregoing, of oil, gas or other hydrocarbon leases, hydrocarbon interests, royalty interests, overriding royalty interests, hydrocarbon interests payable out of production, production payments or any other rights to acquire any of the foregoing interests in or attributable to any lands covering or burdening any lands burdened by the Leases or lands located within the Restricted Area.
(c) The Parties agree that the limitations contained herein with respect to time, geographical area and scope of activity are reasonable in all respects and necessary to preserve the value of the goodwill and Assets being conveyed by Seller pursuant hereto. However, if any court shall determine that the time, geographical area or scope of activity of any restriction contained herein is unenforceable, it is the intention of the Parties that such restrictive covenant set forth herein shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and enforceable.
Section 10.4 Equity Consideration. Purchaser covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if Purchaser is not required to file such reports, it will make publicly available such necessary information for so long as necessary to permit sales of the Equity Consideration pursuant to Rule 144 under the Securities Act until such sales can be made without any restrictions or limitations), and it will take any such further action as reasonably requested to the extent required from time to time to enable Seller to sell the Equity Consideration without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. The legend endorsed on the certificate evidencing the Equity Consideration pursuant to Section 2.5(e) shall be removed and Purchaser shall issue to Seller a certificate without such legend at such time as the securities evidenced thereby cease to be “restricted securities” under federal securities laws.
Article 11
MISCELLANEOUS
Section 11.1 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. A Party’s delivery of an executed counterpart signature page by facsimile or email is as effective as executing and delivering this Agreement in the presence of the other Party. No Party shall be bound until such time as all of the Parties have executed counterparts of this Agreement.
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Section 11.2 Entire Agreement; Assignment.
(a) This Agreement, the exhibits hereto and the documents and certificates delivered in connection herewith constitute the entire agreement among the Parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.
(b) This Agreement shall not be assigned by a Party by operation of law or otherwise without the prior written consent of the other Party and any such assignment purported to be made in violation of this provision shall be null and void ab initio; provided, however, Purchaser shall have the right to assign prior to the Closing to an affiliate of Purchaser, in which event Purchaser and such assignee shall be jointly and severally liable for their obligations under this Agreement.
Section 11.3 Governing Law.
This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law principles. The Parties expressly and irrevocably: (a) consent to the exclusive jurisdiction of the federal or state courts sitting in the State of Delaware, (b) agree not to bring any action related to this Agreement or the transactions contemplated hereby in any other court (except to enforce the judgment of such courts) and (c) agree not to object to venue in such courts or to claim that such forum is inconvenient. Final judgment by such courts shall be conclusive and may be enforced in any manner permitted by law.
Section 11.4 Waiver of Jury Trial.
EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.
Section 11.5 Binding Nature; No Third Party Beneficiaries.
This Agreement shall be binding upon and inure solely to the benefit of each Party and its permitted successors and assigns, and except as otherwise expressly set forth herein, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or persons any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.
Section 11.6 Severability.
If a court of competent jurisdiction determines that any term, condition or provision of this Agreement is void, illegal, unenforceable or unconscionable under any present or future law (or interpretation thereof), the remainder of this Agreement shall remain in full force and effect, and the terms, conditions and provisions that are determined to be void, illegal, unenforceable or unconscionable shall be deemed severed from this Agreement as if this Agreement had been executed with the invalid provisions eliminated; provided, however, that notwithstanding the foregoing, if the removal of such provisions destroys the material purpose of this Agreement, this Agreement shall no longer be of any force or effect.
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Section 11.7 Interpretation.
For purposes of interpreting the provisions of this Agreement, the Parties acknowledge and agree that: (i) this Agreement is the result of negotiations between the Parties, and their respective counsel; (ii) the Parties are deemed to have equal bargaining power and position; (iii) the Parties are deemed to have drafted this Agreement jointly; and (iv) the rule of construction that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation or construction of this Agreement.
Section 11.8 Further Assurances.
After the Closing, Xxxxxx and Xxxxxxxxx agree to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by a Party for carrying out the purposes of this Agreement or of any document delivered pursuant to this Agreement.
Section 11.9 Non-Recourse Persons.
Seller acknowledges and agrees that no past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, agent, attorney, representative, affiliate or financing source of Purchaser, and any of the foregoing Person’s respective past, present or future directors, managers, officers, employees, incorporators, members, partners, stockholders, agents, attorneys, representatives, affiliates or financing sources (excluding, in each case, Xxxxxxxxx, and subject to such exclusion, each, a “Non-Recourse Person”), in such capacity, shall have any liability or responsibility (in contract, tort or otherwise) for, and Purchaser hereby waives, releases, remises and forever discharges any damages, suits, legal or administrative proceedings, claims, demands, losses, costs, obligations, liabilities, interests, charges or causes of action whatsoever, in law or in equity, known or unknown, against each Non-Recourse Persons which are based on, related to, or arise out of the negotiation, performance and consummation of this Agreement or any other documents delivered at the Closing pursuant to this Agreement (together with all other documents, certificates and instruments delivered under this Agreement) or the transactions contemplated hereunder or thereunder. Each Non-Recourse Person is expressly intended as a third-party beneficiary of this Section 11.9.
Section 11.10 Limitation on Damages.
Notwithstanding anything in this Agreement to the contrary, neither Party shall be liable to the other Party for special, indirect, consequential, punitive or exemplary damages suffered by such Party resulting from or arising out of this Agreement or the breach thereof or under any other theory of liability, whether tort, negligence, strict liability, breach of contract, warranty, indemnity or otherwise.
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Section 11.11 Specific Performance.
The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof for which money damages, even if available, would not be an adequate remedy and that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy available at law or in equity. The Parties further agree to waive any requirement for the securing or posting of any bond in connection with such remedy.
Section 11.12 Notice.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given and deemed given by (i) delivery in person when so delivered, (ii) email on the date sent (or the next business day if sent after normal business hours of the recipient Party) or (iii) registered or certified mail (postage prepaid, return receipt requested) on the fifth business day after dispatch to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.12):
if to Purchaser:
Prairie Operating Co., LLC
0000
X. Xxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxx; Xxxxxx Xxxxxxx
Email: xx@xxxxxxxxxxx.xxx; xx@xxxxxxxxxxx.xxx
with a copy to:
Xxxxxx & Xxxxxx L.L.P.
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: X. Xxxx Xxxxx; Xxxxxx Xxxxxxxx
Email: xxxxxx@xxxxx.xxx; xxxxxxxxx@xxxxx.xxx
if to Seller:
Exok, Inc.
0000 X. Xxxxx Xx
Xxxxxxxx
Xxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx
Email: xxxxxx@xxxxxxx.xxx
[Signature page follows.]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
EXOK, INC. |
PRAIRIE OPERATING CO., LLC |
|||
By: |
/s/ Xxxxxx X. Xxxxxx |
By: | /s/ Xxxxx Xxxxx |
|
Name: |
Xxxxxx X. Xxxxxx |
Name: | Xxxx Xxxxx |
|
| Title: | President | Title: | Member | |
| By: | /s/ Xx Xxxxxxx |
|||
| Name: |
Xx Xxxxxxx |
|||
| Title: | Member | |||
Signature Page to Purchase and Sale Agreement
EXHIBIT A
Fee Leases
| LEASE #: | DJB001 | |
| LESSOR: | Xxx X. Xxxxx as Agent & Attorney-in-Fact for Xxxxxxxx Xxxxx Xxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 6/18/2018 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 4: | Xxx 0, X/0 XX/0, X/0 XX/0, XX/0 XX/0 | |
| Township 9 North, Range 64 West, 6th PM | ||
| Section 2: | Xxx 0, Xxx 0, Xxx 0, Xxx 0, X/0 N/2 | |
| Section 4: | S/2 | |
| RECEPTION/DATE: | 4413608/7/9/2018 | |
| LEASE #: | DJB002 | |
| LESSOR: | Xxxxx Xxx Xxxxxxxx, a single woman | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 7/3/2018 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 5: | Xxxx 0-0, X/0 X/0, X/0 | |
| XXXXXXXXX/XXXX: | 4415370/7/16/2018 | |
| LEASE #: | DJB003 | |
| LESSOR: | Xxxxxx X. Xxxxxxxx a/k/a Xxxxxx Xxxxxx Xxxxxxxx, a single man | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 7/3/2018 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 5: | Xxxx 0-0, X/0 X/0, X/0 | |
| XXXXXXXXX/XXXX: | 4416060/7/18/2018 | |
| LEASE #: | DJB004 | |
| LESSOR: | Xxxx X. Xxxxxxx, individually & as Attorney-in-Fact for Xxxxxxx X. Xxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 7/16/2018 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 6: | Xxxx 0, 0, X/0 XX/0, XX/0 | |
| RECEPTION/DATE: | 4420402/8/2/2018 | |
| Page 1 of 31 |
| LEASE #: | DJB005 | |
| LESSOR: | Xxxxx X. Xxxxx, a/k/a Xxxxx Xxx Xxxxx f/k/a Xxxxx Xxx Xxxx, a married woman dealing in her sole & separate property | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 7/14/2018 | |
| DESCRIPTION: | Township 9 North, Range 64 West, 6th PM | |
| Section 2: | S/2 | |
| Section 11: | N/2 | |
| Section 14: | X/0, X/0 XX/0, XX/0 XX/0, XX/0 SE/4 | |
| Section 32: | E/2 E/2, SW/4 | |
| RECEPTION/DATE: | 4421126/8/6/2018 | |
| LEASE #: | DJB006 | |
| LESSOR: | Xxxx X. Xxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 7/17/2018 | |
| DESCRIPTION: | Township 9 North, Range 64 West, 6th PM | |
| Section 14: | S/2 SE/4 | |
| RECEPTION/DATE: | 4422797/8/13/2018 | |
| LEASE #: | DJB007 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 112075 | |
| LESSEE: | EXOK, Inc. | |
| LEASE DATE: | 8/16/2018 | |
| DESCRIPTION: | Township 8 North, Range 62 West, 6th PM | |
| Section 4: | XX/0 XX/0, Xxxx 0 & 0 (X/0 XX/0), XX/0 NW/4, NW/4 SW/4, SE/4 | |
| RECEPTION/DATE: | ||
| LEASE #: | DJB008 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 112076 | |
| LESSEE: | EXOK, Inc. | |
| LEASE DATE: | 8/16/2018 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 18: | Xxx 0 (XX/0 XX/0), Xxxx 0 & 0 (X/0 XX/0), E/2 SW/4, SW/4 SE/4 | |
| RECEPTION/DATE: | ||
| Page 2 of 31 |
| LEASE #: | DJB009 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 112077 | |
| LESSEE: | EXOK, Inc. | |
| LEASE DATE: | 8/16/2018 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 20: | W/2 NW/4, XX/0 XX/0, X/0 XX/0, XX/0 XX/0, W/2 SE/4, SE/4 SE/4 | |
| RECEPTION/DATE: | ||
| LEASE #: | DJB010 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 112078 | |
| LESSEE: | EXOK, Inc. | |
| LEASE DATE: | 8/16/2018 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 28: | SW/4 NE/4, NW/4, NE/4 SW/4, NW/4 SE/4 | |
| RECEPTION/DATE: | ||
| LEASE #: | DJB011 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 112079 | |
| LESSEE: | EXOK, Inc. | |
| LEASE DATE: | 8/16/2018 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 11: | S/2 SE/4 | |
| RECEPTION/DATE: | ||
| LEASE #: | DJB012 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 112080 | |
| LESSEE: | EXOK, Inc. | |
| LEASE DATE: | 8/16/2018 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 13: | N/2, NE/4 SE/4 | |
| RECEPTION/DATE: | ||
| LEASE #: | DJB013 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 112081 | |
| LESSEE: | EXOK, Inc. | |
| LEASE DATE: | 8/16/2018 | |
| DESCRIPTION: | Township 9 North, Range 64 West, 6th PM | |
| Section 16: | All | |
| RECEPTION/DATE: | ||
| Page 3 of 31 |
| LEASE #: | DJB014 | |
| LESSOR: | Xxxxxx X. Xxxx & Xxxxxx X. Xxxx, h/w | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 8/2/2018 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 5: | Xxxx 0, 0, 0, 0, X/0 X/0, X/0 | |
| RECEPTION/DATE: | 4424391/8/20/2018 | |
| LEASE #: | DJB015 | |
| LESSOR: | Xxxxxx Xx Xxxx a/k/a X. X. Xxxx, a single woman | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 8/24/2018 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 6: | Xxxx 0, 0, 0, 0, 0, X/0 XX/0, XX/0 NW/4 | |
| Township 9 North, Range 64 West, 6th PM | ||
| Section 1: | SE/4 | |
| RECEPTION/DATE: | 4427724/8/31/2018 | |
| LEASE #: | DJB016 | |
| XXXXXX: | Xxxx X. Xxxxx a/k/a Xxxx Xxxxx Xxxxx, a married man dealing in his sole and separate property | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 8/24/2018 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 6: | Xxxx 0, 0, 0, 0, 0, X/0 XX/0, XX/0 NW/4 | |
| Township 9 North, Range 64 West, 6th PM | ||
| Section 1: | SE/4 | |
| RECEPTION/DATE: | 4428904/9/6/2018 | |
| LEASE #: | DJB017 | |
| LESSOR: | X. X. Xxxx as Attorney-in-Fact for Xxxxxx X. Xxxxxx, a/k/a Xxxxxx X. Xxxxxx, a/k/a Xxxxxx Xxxx Xxxxxx, a married woman dealing in her sole & separate property | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 9/6/2018 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 6: | Xxxx 0, 0, 0, 0, 0, X/0 XX/0, XX/0 NW/4 | |
| Township 9 North, Range 64 West, 6th PM | ||
| Section 1: | SE/4 | |
| RECEPTION/DATE: | 4434181/9/27/2018 | |
| Page 4 of 31 |
| LEASE #: | DJB018 | |
| LESSOR: | CoBank, FCB | |
| LESSEE: | Xxxxxx X. Xxxxxxxx | |
| LEASE DATE: | 9/19/2018 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 28: | W/2 SW/2, SE/4 SW/4, SW/4 SE/4 | |
| RECEPTION/DATE: | 4434124/9/26/2018 | |
| LEASE #: | DJB019 | |
| XXXXXX: | Xxxxx X. Xxxx, Attorney-in-Fact for Xxxxxxxxx X. Xxxxxx, a widow | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 9/24/2018 | |
| DESCRIPTION: | Township 8 North, Range 62 West, 6th PM | |
| Section 10: | S/2 | |
| RECEPTION/DATE: | 4440557/10/23/2018 | |
| LEASE #: | DJB020 | |
| LESSOR: | Xxxxxx X. Xxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 10/3/2018 | |
| DESCRIPTION: | Township 8 North, Range 62 West, 6th PM | |
| Section 2: | Xxxx 0, 0, X/0 XX/0, XX/0 | |
| RECEPTION/DATE: | 4441127/10/24/2018 | |
| LEASE #: | DJB021 | |
| XXXXXX: | Xxxxx X. Xxxxxx & Xxxxxx X. Xxxxxx, h/w | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 12/18/2018 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 26: | S/2 SE/4 | |
| Section 35: | Lot A (8.196 ac) of Recorded Exemption Number 0463-35-4 RECX 140914-0144 and recorded April 8, 2015 at Reception No. 4097417, being a part of the N/2 SE/4 | |
| RECEPTION/DATE: | 4458815/1/9/2019 | |
| Page 5 of 31 |
| LEASE #: | DJB022 | |
| XXXXXX: | Xxxxx X. Xxxxxxxxx & Xxxxxxxx Xxxx Xxxxxxxxx a/k/a Xxxxxxxx X. Xxxxxxxxx f/k/a Xxxx X. Xxxxxxxxx, h/w | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 12/18/2018 | |
| DESCRIPTION: | Township 8 North, Range 62 West, 6th PM | |
| Section 1: | Lots 1 (33.16), 2 (33.34), 3 (33.5), 4 (33.68), S/2 NE/4, SE/4 NW/4 | |
| Section 2: | Lots 3 (33.49), 4 (33.47), S/2 NW/4 | |
| Township 9 North, Range 62 West, 6th PM | ||
| Section 13: | SW/4, SW/4 SE/4, W/2 NW/4 | |
| Section 23: | All | |
| Section 24: | W/2, W/2 E/2, SE/4 SE/4 | |
| Section 25: | NW/4, S/2 | |
| Section 26: | XX/0, XX/0, XX/0, X/0 XX/0 | |
| Section 27: | XX/0, X/0 XX/0, XX/0 XX/0, NE/4 SW/4 | |
| Section 35: | S/2 N/2, W/2 XX/0, XX/0 XX/0, X/0 XX/0, & Xxx X (72.199 acres) of Recorded Exemption No. 0463-35-4 RECX 14-0144, and recorded April 8, 2015 at Reception No. 4097417, being a part of the N/2 SE/4 | |
| RECEPTION/DATE: | 4455639/12/21/2018 | |
| LEASE #: | DJB023 | |
| LESSOR: | Xxxxx X. Xxxxxxxx, individually & as Trustee under the Xxxxx Xxxxxxxx Trust | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 12/18/2018 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 13: | SW/4, SW/4 SE/4, W/2 NW/4 | |
| Section 23: | All | |
| Section 24: | W/2, W/2 E/2, SE/4 SE/4 | |
| Section 25: | NW/4, S/2 | |
| Section 26: | NW/4, NE/4, S/2 | |
| Section 27: | XX/0, X/0 XX/0, XX/0 XX/0, NE/4 SW/4 | |
| RECEPTION/DATE: | 4460823/1/17/2019 | |
| Page 6 of 31 |
| LEASE #: | DJB024 | |
| LESSOR: | BeThKuJo, LLC, a Colorado LLC | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 12/8/2018 | |
| DESCRIPTION: | Township 8 North, Range 62 West, 6th PM | |
| Section 10: | S/2 | |
| Section 11: | W/2 | |
| Section 12: | N/2 | |
| RECEPTION/DATE: | 4461031/1/18/2019 | |
| LEASE #: | DJB025 | |
| XXXXXX: | Xxxxx X. XxXxxxx, a married man dealing in his sole & separate property | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 12/28/2018 | |
| DESCRIPTION: | Township 8 North, Range 62 West, 6th PM | |
| Section 3: | Xxxx 0, 0, X/0 XX/0, XX/0 | |
| Section 10: | NW/4 | |
| RECEPTION/DATE: | 4463489/1/31/2019 | |
| LEASE #: | DJB026 | |
| LESSOR: | Xxxxxx X. Xxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/2/2019 | |
| DESCRIPTION: | Township 8 North, Range 62 West, 6th PM | |
| Section 1: | SW/4 NW/4, NW/4 XX/0 | |
| Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx, 0xx PM | ||
| Section 11: | All | |
| RECEPTION/DATE: | 4466742/2/13/2019 | |
| LEASE #: | DJB029 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 112448 | |
| LESSEE: | EXOK, Inc | |
| LEASE DATE: | 2/21/2019 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 4: | Xxxx 0, 0, XX/0 XX/0, E/2 SE/4 | |
| RECEPTION/DATE: | ||
| LEASE #: | DJB030 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 112449 | |
| LESSEE: | EXOK, Inc | |
| LEASE DATE: | 2/21/2019 | |
| DESCRIPTION: | Township 9 North, Range 64 West, 6th PM | |
| Section 14: | SE/4 NE/4, NE/4 SE/4 | |
| RECEPTION/DATE: | ||
| Page 7 of 31 |
| LEASE #: | DJB031 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 112450 | |
| LESSEE: | EXOK, Inc | |
| LEASE DATE: | 2/21/2019 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 10: | NW/4 NE/4, S/2 NE/4, NW/4 SE/4 | |
| RECEPTION/DATE: | ||
| LEASE #: | DJB032 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 112451 | |
| LESSEE: | EXOK, Inc | |
| LEASE DATE: | 2/21/2019 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 16: | All | |
| RECEPTION/DATE: | ||
| LEASE #: | DJB033 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 112454 | |
| LESSEE: | EXOK, Inc | |
| LEASE DATE: | 2/21/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 16: | All | |
| RECEPTION/DATE: | ||
| LEASE #: | DJB034 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 112453 | |
| LESSEE: | EXOK, Inc | |
| LEASE DATE: | 2/21/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 9: | SW/4 | |
| RECEPTION/DATE: | ||
| LEASE #: | DJB035 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 112461 | |
| LESSEE: | EXOK, Inc | |
| LEASE DATE: | 2/21/2019 | |
| DESCRIPTION: | Township 10 North, Range 64 West, 6th PM | |
| Section 36: | All | |
| RECEPTION/DATE: | ||
| Page 8 of 31 |
| LEASE #: | DJB036 | |
| LESSOR: | Xxxxxx X. Xxxxxx & Xxxxx Xxxx Xxxxxx, w/h | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/12/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 10: | E/2 SW/4, SW/4 SW/4 | |
| Section 14: | S/2 | |
| RECEPTION/DATE: | 4469115/2/25/2019 | |
| LEASE #: | DJB036a | |
| LESSOR: | Xxxxxx X. Xxxxxx & Xxxxx Xxxx Xxxxxx, w/h | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 6/17/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 10: | SW/4 NE/4, NW/4 SE/4, S/2 SE/4 | |
| Section 15: | NE/4 NW/4, E/2 SW/4, N/2 SE/4, NE/4 | |
| RECEPTION/DATE: | 4499413/6/21/2019 | |
| LEASE #: | DJB037 | |
| XXXXXX: | Xxxxxxx X. Xxxxxx, a widow | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/12/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 10: | E/2 SW/4, SW/4 SW/4 | |
| Section 14: | S/2 | |
| Section 15: | NE/4 NW/4, E/2 SW/4, N/2 SE/4, NE/4 | |
| RECEPTION/DATE: | 4469776/2/27/2019 | |
| LEASE #: | DJB037a | |
| XXXXXX: | Xxxxxxx X. Xxxxxx, a widow | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 6/17/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 10: | SW/4 NE/4, NW/4 SE/4, S/2 SE/4 | |
| RECEPTION/DATE: | 4499414/6/21/2019 | |
| LEASE #: | DJB038 | |
| LESSOR: | Xxxxxx X. Xxxxxx, a widow | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/22/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 10: | SW/4 NE/4, NW/4 SE/4, S/2 SE/4 | |
| Section 15: | NE/4 | |
| RECEPTION/DATE: | 4471002/3/4/2019 | |
| Page 9 of 31 |
| LEASE #: | DJB039 | |
| LESSOR: | Xxxxxx X. Xxxxxxxxxx & Xxxxxxx X. Xxxxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/4/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 11: | E/2 SE/4 | |
| RECEPTION/DATE: | 4471006/3/4/2019 | |
| LEASE #: | DJB040 | |
| LESSOR: | Xxxxxxx X. Xxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/22/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 10: | SW/4 NE/4, NW/4 SE/4, S/2 SE/4 | |
| Section 15: | NE/4 | |
| RECEPTION/DATE: | 4472332/3/8/2019 | |
| LEASE #: | DJB041 | |
| XXXXXX: | Xxxxxx X. Xxxxxxx, Xx., a married man dealing in his sole and separate property | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/23/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 10: | SW/4 NE/4, NW/4 SE/4, S/2 SE/4 | |
| Section 15: | NE/4 | |
| RECEPTION/DATE: | 4473574/3/15/2019 | |
| LEASE #: | DJB042 | |
| XXXXXX: | Xxxxxxx X. Xxxxxxx a/k/a Xxxxxxx Xxxxxx Xxxxxxx, a married woman deaing in her sole & separate property | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/22/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 10: | SW/4 NE/4, NW/4 SE/4, S/2 SE/4 | |
| Section 15: | NE/4 | |
| RECEPTION/DATE: | 4474691/3/20/2019 | |
| LEASE #: | DJB043 | |
| XXXXXX: | Xxxxxxxxx X. Xxxxx a/k/a Xxxxxxxxx Xxxxx, individually & as executrix of the estate of Xxxxxxxxx Xxxxx Xxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 3/14/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 27: | W/2 NW/4, NW/4 SW/4 | |
| RECEPTION/DATE: | 4477746/4/1/2019 | |
| Page 10 of 31 |
| LEASE #: | DJB044 | |
| XXXXXX: | Xxxxxxx X. XxXxxxxx & Xxxxx X. XxXxxxxx, h/w | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 3/19/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 24: | SE/4 NE/4, NE/4 SE/4 | |
| Section 25: | NE/4 | |
| RECEPTION/DATE: | 4477747/4/1/2019 | |
| LEASE #: | DJB045 | |
| LESSOR: | Xxxxxx Xxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 4/8/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 27: | W/2 NW/4, NW/4 SW/4 | |
| RECEPTION/DATE: | 4481101/4/15/2019 | |
| LEASE #: | DJB046 | |
| LESSOR: | Xxxxx Xxxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 4/8/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 27: | W/2 NW/4, NW/4 SW/4 | |
| RECEPTION/DATE: | 4482970/4/22/2019 | |
| LEASE #: | DJB047 | |
| LESSOR: | Xxxxxxx X. Xxxxxxxx, a widow | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 4/8/2019 | |
| DESCRIPTION: | Township 8 North, Range 62 West, 6th PM | |
| Section 10: | S/2 | |
| RECEPTION/DATE: | 4488069/5/9/2019 | |
| LEASE #: | DJB048 | |
| LESSOR: | Xxxxxx X. Xxxxxxxxxx, individually & as Trustee of the Xxxxxx X. Xxxxxxxxxx & Xxxxxx X. Xxxxxxxxxx Living Trust dated 10/24/2003 | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 4/10/2019 | |
| DESCRIPTION: | Township 8 North, Range 62 West, 6th PM | |
| Section 12: | S/2 | |
| RECEPTION/DATE: | 4488070/5/9/2019 | |
| Page 11 of 31 |
| LEASE #: | DJB050 | |
| LESSOR: | Xxxxxx X. Xxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 6/3/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 24: | SE/4 NE/4, NE/4 SE/4 | |
| Section 25: | NE/4 | |
| RECEPTION/DATE: | 4498194/6/18/2019 | |
| LEASE #: | DJB051 | |
| LESSOR: | Xxxxxx X. Xxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 6/19/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 3: | SW/4 SW/4 | |
| Section 4: | Xxxx 0, 0, 0, X/0 XX/0, XX/0 XX/0, NE/4 SW/4, NE/4 SE/4 | |
| Section 10: | W/2 NW/4, NW/4 XX/0 | |
| Xxxxxxxx 00 Xxxxx, Xxxxx 00 Xxxx, 0xx PM | ||
| Section 33: | SE/4, SE/4 SW/4 | |
| RECEPTION/DATE: | 4501201/6/27/2019 | |
| LEASE #: | DJB052 | |
| LESSOR: | Xxxxxx Xxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 6/21/2019 | |
| DESCRIPTION: | Township 10 North, Range 64 West, 6th PM | |
| Section 29: | NE/4 | |
| RECEPTION/DATE: | 4503718/7/8/2019 | |
| LEASE #: | DJB053 | |
| LESSOR: | Xxxxx X. Xxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 6/19/2019 | |
| DESCRIPTION: | Township 10 North, Range 64 West, 6th PM | |
| Section 29: | NE/4 | |
| RECEPTION/DATE: | 4503595/7/8/2019 | |
| Page 12 of 31 |
| LEASE #: | DJB054 | |
| LESSOR: | Xxxx X. Xxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 6/21/2019 | |
| DESCRIPTION: | Township 10 North, Range 64 West, 6th PM | |
| Section 29: | NE/4 | |
| RECEPTION/DATE: | 4503719/7/8/2019 | |
| LEASE #: | DJB055 | |
| LESSOR: | Xxxxx Xx Xxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 6/22/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 3: | SW/4 SW/4 | |
| Section 4: | Xxxx 0, 0, 0, X/0 XX/0, XX/0 XX/0, NE/4 SW/4, NE/4 SE/4 | |
| Section 10: | W/2 NW/4, NW/4 XX/0 | |
| Xxxxxxxx 00 Xxxxx, Xxxxx 00 Xxxx, 0xx PM | ||
| Section 33: | SE/4, SE/4 SW/4 | |
| RECEPTION/DATE: | 4505502/7/15/2019 | |
| LEASE #: | DJB057 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 112779 | |
| LESSEE: | EXOK, Inc. | |
| LEASE DATE: | August 15, 2019 | |
| DESCRIPTION: | Township 9 North, Range 61 West, 6th PM | |
| Section 16: | N/2 | |
| RECEPTION/DATE: | ||
| LEASE #: | DJB058 | |
| LESSOR: | Xxxxx X. Xxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 8/1/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 3: | Xxxx 0, 0, X/0 XX/0, XX/0 SW/4 | |
| RECEPTION/DATE: | 4517655/8/28/2019 | |
| LEASE #: | DJB059 | |
| XXXXXX: | Xxxxxxx X. Xxxxx & Xxxxxxx X. Xxxxx, h/w | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 8/16/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 11: | W/2 SE/4 | |
| RECEPTION/DATE: | 4521525/9/9/2019 | |
| Page 13 of 31 |
| LEASE #: | DJB060 | |
| XXXXXX: | Xxxx X. Xxxxxxxx & Xxxx X. Xxxxxxxx, h/w | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 8/27/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 34: | NE/4 | |
| RECEPTION/DATE: | 4522204/9/11/2019 | |
| LEASE #: | DJB061 | |
| XXXXXX: | Xxxxx Xxxxxxx, a married woman dealing in her sole & separate property | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 9/6/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 4: | Xxx 0, XX/0 XX/0, X/0 XX/0 | |
| Section 7: | Xxxx 0, 0, 0, 0, X/0 X/0, E/2 | |
| Section 8: | W/2 SE/4, SE/4 SE/4 | |
| Section 9: | N/2, SE/4 | |
| Section 15: | W/2 W/2, SE/4 NW/4 | |
| Township 10 North, Range 62 West, 6th PM | ||
| Section 32: | W/2 NW/4, SW/4, W/2 SE/4 | |
| RECEPTION/DATE: | 4525798/9/23/2016 | |
| LEASE #: | DJB062 | |
| LESSOR: | Xxxx X. Xxxxxxx & Xxxxx X. Xxxxxxx, Trustees of the Xxxx & Xxxxx Xxxxxxx Trust UA dtd 3/16/2012 | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 9/9/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 4: | Xxx 0, XX/0 XX/0, X/0 XX/0 | |
| Section 7: | Xxxx 0, 0, 0, 0, X/0 X/0, E/2 | |
| Section 8: | W/2 SE/4, SE/4 SE/4 | |
| Section 9: | N/2, SE/4 | |
| Section 15: | W/2 W/2, SE/4 NW/4 | |
| Township 10 North, Range 62 West, 6th PM | ||
| Section 32: | W/2 NW/4, SW/4, W/2 SE/4 | |
| RECEPTION/DATE: | 4529472/10/3/2019 | |
| LEASE #: | DJB063 | |
| LESSOR: | Xxxxxxx X. Xxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 9/28/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 23: | S/2 | |
| RECEPTION/DATE: | 4530262/10/7/2019 | |
| Page 14 of 31 |
| LEASE #: | DJB064 | |
| LESSOR: | Xxxxx Xxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 9/24/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 4: | Xxx 0, XX/0 XX/0, X/0 XX/0 | |
| Section 7: | Xxxx 0, 0, 0, 0, X/0 X/0, E/2 | |
| Section 8: | W/2 SE/4, SE/4 SE/4 | |
| Section 9: | N/2, SE/4 | |
| Section 15: | W/2 W/2, SE/4 NW/4 | |
| Township 10 North, Range 62 West, 6th PM | ||
| Section 32: | W/2 NW/4, SW/4, W/2 SE/4 | |
| RECEPTION/DATE: | 4534123/10/21/2019 | |
| LEASE #: | DJB065 | |
| LESSOR: | Xxxxx X. Xxx Mineral Interests, LLC, a Colorado limited liability company | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 10/21/2019 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 30: | Xxxx 0, 0, 0, 0, X/0 X/0 | |
| RECEPTION/DATE: | 4536894/10/31/2019 | |
| LEASE #: | DJB066 | |
| LESSOR: | Xxxxxxx X. Xxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 11/12/2019 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 5: | Xxxx 0, 0, 0, 0, X/0 X/0, X/0 | |
| RECEPTION/DATE: | 4543256/11/20/2019 | |
| LEASE #: | DJB067 | |
| LESSOR: | Xxxxxxx Xxxx Xxxxxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 11/12/2019 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 5: | Xxxx 0, 0, 0, 0, X/0 X/0, X/0 | |
| RECEPTION/DATE: | 4543254/11/20/2019 | |
| LEASE #: | DJB068 | |
| LESSOR: | Xxxxx X. Xxxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 11/6/2019 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 27: | NE/4 | |
| RECEPTION/DATE: | 4543255/11/20/2019 | |
| Page 15 of 31 |
| LEASE #: | DJB069 | |
| LESSOR: | Xxxxx X. Xxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 11/6/2019 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 27: | NE/4 | |
| RECEPTION/DATE: | 4543996/11/22/2019 | |
| LEASE #: | DJB070 | |
| LESSOR: | Xxxxx X. Xxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 11/6/2019 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 27: | NE/4 | |
| RECEPTION/DATE: | 4544687/11/25/2019 | |
| LEASE #: | DJB071 | |
| LESSOR: | Xxxxxxxx X. Xxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 11/12/2019 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 5: | Xxxx 0, 0, 0, 0, X/0 X/0, X/0 | |
| RECEPTION/DATE: | 4544686/11/25/2019 | |
| LEASE #: | DJB072 | |
| LESSOR: | Xxxxxx Xxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 11/11/2019 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 5: | Xxxx 0, 0, 0, 0, X/0 X/0, X/0 | |
| RECEPTION/DATE: | 4544688/11/25/2019 | |
| LEASE #: | DJB073 | |
| LESSOR: | Xxxxxxx Living Trust dated July 12, 2016 | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/7/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 20: | SE/4 SE/4 | |
| RECEPTION/DATE: | 4566086/2/12/2020 | |
| LEASE #: | DJB074 | |
| LESSOR: | Xxxxxxx Living Trust dated July 12, 2016 | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/7/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 21: | S/2, NW/4 | |
| RECEPTION/DATE: | 4566087/2/12/2020 | |
| Page 16 of 31 |
| LEASE #: | DJB075 | |
| LESSOR: | Xxxxxxx Living Trust dated July 12, 2016 | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/7/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 28: | W/2 | |
| RECEPTION/DATE: | 4566085/2/12/2020 | |
| LEASE #: | DJB076 | |
| LESSOR: | Xxxxxxx Living Trust dated July 12, 2016 | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/7/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 29: | NW/4, E/2 NE/4 | |
| RECEPTION/DATE: | 4566084/2/12/2020 | |
| LEASE #: | DJB077 | |
| LESSOR: | Xxxxx X. Xxxxxxx & Xxxxxxxx X. Xxxxxxx, h/w | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/7/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 20: | SE/4 SE/4 | |
| RECEPTION/DATE: | 4568362/2/21/2020 | |
| LEASE #: | DJB078 | |
| LESSOR: | Xxxxx X. Xxxxxxx & Xxxxxxxx X. Xxxxxxx, h/w | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/7/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 21: | S/2, NW/4 | |
| RECEPTION/DATE: | 4568363/2/21/2020 | |
| LEASE #: | DJB079 | |
| LESSOR: | Xxxxx X. Xxxxxxx & Xxxxxxxx X. Xxxxxxx, h/w | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/7/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 28: | NW/4 | |
| RECEPTION/DATE: | 4568910/2/24/2020 | |
| LEASE #: | DJB080 | |
| LESSOR: | Xxxxx X. Xxxxxxx & Xxxxxxxx X. Xxxxxxx, h/w | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/7/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 29: | NW/4, E/2 NE/4 | |
| RECEPTION/DATE: | 4568911/2/24/2020 | |
| Page 17 of 31 |
| LEASE #: | DJB081 | |
| XXXXXX: | Xxxxxx X. Xxxxx, aka Xxxxxx Xxx Xxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/7/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 20: | SE/4 SE/4 | |
| RECEPTION/DATE: | 4568880/2/24/2020 | |
| LEASE #: | DJB082 | |
| XXXXXX: | Xxxxxx X. Xxxxx, aka Xxxxxx Xxx Xxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/7/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 21: | S/2, NW/4 | |
| RECEPTION/DATE: | 4568881/2/24/2020 | |
| LEASE #: | DJB083 | |
| XXXXXX: | Xxxxxx X. Xxxxx, aka Xxxxxx Xxx Xxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/7/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 28: | NW/4 | |
| RECEPTION/DATE: | 4568882/2/24/2020 | |
| LEASE #: | DJB084 | |
| XXXXXX: | Xxxxxx X. Xxxxx, aka Xxxxxx Xxx Xxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/7/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 29: | NW/4, E/2 NE/4 | |
| RECEPTION/DATE: | 4568883/2/24/2020 | |
| LEASE #: | DJB085 | |
| LESSOR: | Xxxxxxx Living Trust dated July 12, 2016 | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/25/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 5: | S/2, SW/4 NW/4 | |
| Section 6: | A tract of land containing 24 acres in the SW/4 & described in that certain Warranty Deed recorded at Reception No. 1420991 | |
| RECEPTION/DATE: | 4573139/3/9/2020 | |
| Page 18 of 31 |
| LEASE #: | DJB086 | |
| LESSOR: | Xxxxx X. Xxxxxxx & Xxxxxxxx X. Xxxxxxx, h/w | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/25/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 5: | S/2, SW/4 NW/4 | |
| Section 6: | A tract of land containing 24 acres in the SW/4 & described in that certain Warranty Deed recorded at Reception No. 1420991 | |
| RECEPTION/DATE: | 4573141/3/9/2020 | |
| LEASE #: | DJB087 | |
| LESSOR: | Xxxxxx Xxx Xxxxxxx, dealing in her sole and separate property | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/28/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 29: | W/2 XX/0, X/0 XX/0, XX/0 XX/0 | |
| Section 32: | E/2 E/2 | |
| Section 33: | W/2 NW/4, N/2 SW/4 | |
| RECEPTION/DATE: | 4573140/3/9/2020 | |
| LEASE #: | DJB088 | |
| LESSOR: | Xxxxxx X. Xxxxxx a/k/a Xxxxxx Xxxxxx, dealing in his sole and separate property | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/28/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 29: | W/2 XX/0, X/0 XX/0, XX/0 XX/0 | |
| Section 32: | E/2 E/2 | |
| Section 33: | W/2 NW/4, N/2 SW/4 | |
| RECEPTION/DATE: | 4574079/3/11/2020 | |
| LEASE #: | DJB089 | |
| LESSOR: | Xxxxxxx X. Xxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/26/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 24: | SE/4 NE/4, NE/4 SE/4 | |
| Section 25: | NE/4 | |
| RECEPTION/DATE: | 4573137/3/9/2020 | |
| Page 19 of 31 |
| LEASE #: | DJB090 | |
| LESSOR: | Xxxxx X. Xxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/26/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 24: | SE/4 NE/4, NE/4 SE/4 | |
| Section 25: | NE/4 | |
| RECEPTION/DATE: | 4573138/3/9/2020 | |
| LEASE #: | DJB091 | |
| LESSOR: | Xxxxx Xxxxxx Xxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/26/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 24: | SE/4 NE/4, NE/4 SE/4 | |
| Section 25: | NE/4 | |
| RECEPTION/DATE: | 4573136/3/9/2020 | |
| LEASE #: | DJB092 | |
| XXXXXX: | Xxxxx Xxxxxx Xxxx, Attorney-in-Fact for Xxxx X. Xxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/26/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 24: | SE/4 NE/4, NE/4 SE/4 | |
| Section 25: | NE/4 | |
| RECEPTION/DATE: | 4575323/3/16/2020 | |
| LEASE #: | DJB093 | |
| XXXXXX: | Xxxxx Xxxxxx Xxxx, Attorney-in-Fact for Xxxxxx X. Xxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/26/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 24: | SE/4 NE/4, NE/4 SE/4 | |
| Section 25: | NE/4 | |
| RECEPTION/DATE: | 4575324/3/16/2020 | |
| LEASE #: | DJB094 | |
| XXXXXX: | Xxxxxx X. Xxxxx a/k/a Xxxxxx Xxx Xxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/25/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 5: | SE/4 | |
| Section 6: | A tract of land containing 24 acres in the SW/4 & described in that certain Warranty Deed recorded at Reception No. 1420991 | |
| RECEPTION/DATE: | 4575332/3/16/2020 | |
| Page 20 of 31 |
| LEASE #: | DJB095 | |
| LESSOR: | Xxxxxx X. Xxxxx, dealing in her sole & separate property | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/28/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 29: | W/2 XX/0, X/0 XX/0, XX/0 XX/0 | |
| Section 32: | E/2 E/2 | |
| Section 33: | W/2 NW/4, N/2 SW/4 | |
| RECEPTION/DATE: | 4576570/3/20/2020 | |
| LEASE #: | DJB096 | |
| LESSOR: | Xxxxx X. Xxxxxx & Xxxxx X. Xxxxxx, h/x | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 3/16/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 21: | Lot A of Recorded Exemption No. 0293-21-3-RE-575 recorded December 1, 1982 under Reception No. 1910187, said parcel is located in the S/2 of Section 21 | |
| RECEPTION/DATE: | 4578629/3/30/2020 | |
| LEASE #: | DJB097 | |
| LESSOR: | Xxxx Xxx Xxxxx, dealing in her sole & separate property | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/28/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 29: | W2 XX/0, X/0 XX/0, XX/0 XX/0 | |
| Section 32: | E/2 E/2 | |
| Section 33: | W/2 NW/4, N/2 SW/4 | |
| RECEPTION/DATE: | 4580316/4/3/2020 | |
| LEASE #: | DJB098 | |
| XXXXXX: | Xxxxxx X. Xxxxx & Xxxxx X. Xxxxx, h/w | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 4/3/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 15: | S/2 NW/4, S/2 SE/4, SW/4 | |
| Section 22: | All | |
| Section 23: | S/2, NE/4 | |
| Section 26: | W/2, W/2 E/2 | |
| RECEPTION/DATE: | 4583702/4/17/2020 | |
| Page 21 of 31 |
| LEASE #: | DJB099 | |
| XXXXXX: | Xxxxxx X. Xxxxxxxx, a married man dealing in his sole & separate property | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 4/24/2020 | |
| DESCRIPTION: | Township 8 North, Range 62 West, 6th PM | |
| Section 10: | S/2 | |
| RECEPTION/DATE: | 4587723/5/4/2020 | |
| LEASE #: | DJB100 | |
| LESSOR: | CoBank, FCB | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 5/14/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West | |
| Section 34: | NE/4 | |
| RECEPTION/DATE: | 4594774/6/1/2020 | |
| LEASE #: | DJB101 | |
| LESSOR: | CoBank, FCB | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 5/14/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West | |
| Section 34: | E/2 NW/4, NW/4 NW/4 | |
| RECEPTION/DATE: | 4594775/6/1/2020 | |
| LEASE #: | DJB102 | |
| LESSOR: | CoBank, FCB | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 5/14/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West | |
| Section 34: | N/2 SE/4, NE/4 SW/4 | |
| RECEPTION/DATE: | 4594776/6/1/2020 | |
| Page 22 of 31 |
| LEASE #: | DJB103 | |
| LESSOR: | Xxxxxx X. Xxxxxxxx & Xxxxxxxx X. Xxxxxxxx, ind & as Trustees of the Xxxxxx & Xxxxxxxx Xxxxxxxx Living Trust dated April 14, 1993 | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 5/12/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 2: | Xxxx 0, 0, 0, X/0 XX/0, XX/0 NE/4, E/2 SW/4, W/2 SE/4 | |
| Section 3: | E/2 SW/4, W/2 SE/4 | |
| Section 10: | E/2, E/2 W/2, SW/4 SW/4 | |
| Section 12: | W/2 SW/4 | |
| Section 14: | S/2 | |
| Section 15: | XX/0, X/0 XX/0, X/0 XX/0, NE/4 NW/4 | |
| Township 10 North, Range 62 West, 6th PM | ||
| Section 34: | All | |
| Section 35: | W/2, W/2 E/2 | |
| RECEPTION/DATE: | 4594890/6/1/2020 | |
| LEASE #: | DJB104 | |
| LESSOR: | Xxxxxx X. Xxxxxxxx & Xxxxxxxx Xxxxxx Xxxxxxxx, h/w | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 5/12/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 2: | Xxxx 0, 0, 0, X/0 XX/0, XX/0 NE/4, E/2 SW/4, W/2 SE/4 | |
| Section 3: | E/2 SW/4, W/2 SE/4 | |
| Section 10: | E/2, E/2 W/2, SW/4 SW/4 | |
| Section 12: | W/2 SW/4 | |
| Section 14: | S/2 | |
| Section 15: | XX/0, X/0 XX/0, X/0 XX/0, NE/4 NW/4 | |
| Township 10 North, Range 62 West, 6th PM | ||
| Section 34: | All | |
| Section 35: | W/2, W/2 E/2 | |
| RECEPTION/DATE: | 4594891/6/1/2020 | |
| Page 23 of 31 |
| LEASE #: | DJB105 | |
| LESSOR: | Xxxxxxxx X. Xxxxxxxx, individually & as Trustee of the Xxxxxxxx X. Xxxxxxxx Living Trust dated October 26, 2017 | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 5/12/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 2: | Xxxx 0, 0, 0, X/0 XX/0, XX/0 NE/4, E/2 SW/4, W/2 SE/4 | |
| Section 3: | E/2 SW/4, W/2 SE/4 | |
| Section 10: | E/2, E/2 W/2, SW/4 SW/4 | |
| Section 12: | W/2 SW/4 | |
| Section 14: | S/2 | |
| Section 15: | XX/0, X/0 XX/0, X/0 XX/0, NE/4 NW/4 | |
| Township 10 North, Range 62 West, 6th PM | ||
| Section 34: | All | |
| Section 35: | W/2, W/2 E/2 | |
| RECEPTION/DATE: | 4595345/6/2/2020 | |
| LEASE #: | DJB106 | |
| LESSOR: | CoBank, FCB | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 7/23/2020 | |
| DESCRIPTION: | Township 10 North, Range 61 West | |
| Section 7: | SE/4 | |
| RECEPTION/DATE: | 4618584/8/12/2020 | |
| LEASE #: | DJB107 | |
| LESSOR: | CoBank, FCB | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 7/23/2020 | |
| DESCRIPTION: | Township 10 North, Range 61 West | |
| Section 7: | E/2 W/2 | |
| RECEPTION/DATE: | 4618585/8/12/2020 | |
| LEASE #: | DJB108 | |
| LESSOR: | CoBank, FCB | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 7/23/2020 | |
| DESCRIPTION: | Township 10 North, Range 61 West | |
| Section 18: | NW/4 ada Lots 1 & 2; E/2 NW/4 | |
| RECEPTION/DATE: | 4618586/8/12/2020 | |
| Page 24 of 31 |
| LEASE #: | DJB109 | |
| LESSOR: | CoBank, FCB | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 9/2/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West | |
| Section 4: | NE/4 NE/4 (Lot 1); E/2 NW/4 (Lot 3 & SE/4 NW/4); NE/4 SW/4 | |
| RECEPTION/DATE: | 4633303/9/24/2020 | |
| LEASE #: | DJB110 | |
| LESSOR: | CoBank, FCB | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 9/2/2020 | |
| DESCRIPTION: | Township 00 Xxxxx, Xxxxx 00 Xxxx | |
| Xxxxxxx 00: | E/2 W/2 | |
| RECEPTION/DATE: | 4633304/9/24/2020 | |
| LEASE #: | DJB111 | |
| LESSOR: | CoBank, FCB | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 9/2/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West | |
| Section 27: | SE/4 | |
| RECEPTION/DATE: | 4633305/9/24/2020 | |
| LEASE #: | DJB112 | |
| LESSOR: | CoBank, FCB | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 9/2/2020 | |
| DESCRIPTION: | Township 10 North, Range 62 West | |
| Section 33: | SE/4 SW/4, W/2 SE/4, SE/4 SE/4 | |
| RECEPTION/DATE: | 4633306/9/24/2020 | |
| Page 25 of 31 |
| LEASE #: | DJB113 | |
| XXXXXX: | Xxxxx X. Xxxxx, individually & as President of Konig Ranch, Inc. | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 9/23/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 3: | SW/4 SW/4 | |
| Section 4: | Xxxx 0, 0, 0, X/0 XX/0, XX/0 XX/0, E/2 SW/4, SE/4 | |
| Section 9: | N/2, SE/4 | |
| Section 10: | W/2 NW/4, NW/4 SW/4 | |
| Section 19: | Xxxx 0, 0, XX/0 XX/0, S/2 NE/4 | |
| Township 10 North, Range 62 West, 6th PM | ||
| Section 15: | S/2 NW/4, SW/4, S/2 SE/4 | |
| Section 20: | NE/4, NE/4 SE/4, W/2 SE/4, S/2 SW/4, E/2 NW/4, NE/4 SW/4 | |
| Section 27: | W/2 W/2 | |
| Section 28: | E/2 | |
| Section 29: | X/0 XX/0, X/0 XX/0, XX/0 SE/4 | |
| Section 32: | E/2 E/2, W/2 NW/4, SW/4, W/2 SE/4 | |
| Section 33: | SE/4, W/2 NW/4, N/2 SW/4, SE/4 SW/4 | |
| RECEPTION/DATE: | 4634933/9/30/2020 | |
| LEASE #: | DJB114 | |
| LESSOR: | Xxxx X. Xxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 10/7/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 14: | N/2, less a 5.00 acre tract in the NE/4 NE/4 | |
| Section 15: | X/0 X/0, X/0 XX/0, XX/0 XX/0 | |
| RECEPTION/DATE: | 4641766/10/19/2020 | |
| LEASE #: | DJB115 | |
| LESSOR: | Xxxx X. Xxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 10/7/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 18: | NE/4, E/2 SE/4, NW/4 SE/4 | |
| RECEPTION/DATE: | 4641767/10/19/2020 | |
| LEASE #: | DJB116 | |
| LESSOR: | Xxxx X. Xxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 10/7/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 21: | E/2, SW/4 | |
| RECEPTION/DATE: | 4641768/10/19/2020 | |
| Page 26 of 31 |
| LEASE #: | DJB117 | |
| LESSOR: | Xxxxxx X. Xxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 10/7/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 14: | N/2, less a 5.00 acre tract in the NE/4 NE/4 | |
| Section 15: | X/0 X/0, X/0 XX/0, XX/0 XX/0 | |
| RECEPTION/DATE: | 4642079/10/20/2020 | |
| LEASE #: | DJB118 | |
| LESSOR: | Xxxxxx X. Xxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 10/7/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 18: | NE/4, E/2 SE/4, NW/4 SE/4 | |
| RECEPTION/DATE: | 4642080/10/20/2020 | |
| LEASE #: | DJB119 | |
| LESSOR: | Xxxxxx X. Xxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 10/7/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 21: | E/2, SW/4 | |
| RECEPTION/DATE: | 4642081/10/20/2020 | |
| LEASE #: | DJB120 | |
| XXXXXX: | Xxxx X. Xxxxxxxx, Xx. | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 10/7/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 14: | N/2, less a 5.00 acre tract in the NE/4 NE/4 | |
| Section 15: | X/0 X/0, X/0 XX/0, XX/0 XX/0 | |
| RECEPTION/DATE: | 4641763/10/19/2020 | |
| LEASE #: | DJB121 | |
| XXXXXX: | Xxxx X. Xxxxxxxx, Xx. | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 10/7/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 18: | NE/4, E/2 SE/4, NW/4 SE/4 | |
| RECEPTION/DATE: | 4641765/10/19/2020 | |
| Page 27 of 31 |
| LEASE #: | DJB122 | |
| XXXXXX: | Xxxx X. Xxxxxxxx, Xx. | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 10/7/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 21: | E/2, SW/4 | |
| RECEPTION/DATE: | 4641764/10/19/2020 | |
| LEASE #: | DJB123 | |
| LESSOR: | Xxxxxx X. Xxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 10/7/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 14: | N/2, less a 5.00 acre tract in the NE/4 NE/4 | |
| Section 15: | X/0 X/0, X/0 XX/0, XX/0 XX/0 | |
| RECEPTION/DATE: | 4643144/10/22/2020 | |
| LEASE #: | DJB124 | |
| LESSOR: | Xxxxxx X. Xxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 10/7/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 18: | NE/4, E/2 SE/4, NW/4 SE/4 | |
| RECEPTION/DATE: | 4643143/10/22/2020 | |
| LEASE #: | DJB125 | |
| LESSOR: | Xxxxxx X. Xxxxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 10/7/2020 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 21: | E/2, SW/4 | |
| RECEPTION/DATE: | 4643145/10/22/2020 | |
| LEASE #: | DJB126 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 113766 | |
| LESSEE: | EXOK, Inc. | |
| LEASE DATE: | February 18, 2021 | |
| DESCRIPTION: | Township 8 North, Range 62 West, 6th PM | |
| Section 5: | Xxxx 0-0, X/0 X/0, X/0 (Xxx) | |
| XXXXXXXXX/XXXX: | ||
| Page 28 of 31 |
| LEASE #: | DJB127 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 113768 | |
| LESSEE: | EXOK, Inc. | |
| LEASE DATE: | February 18, 2021 | |
| DESCRIPTION: | Township 8 North, Range 62 West, 6th PM | |
| Section 16: | All | |
| RECEPTION/DATE: | ||
| LEASE #: | DJB128 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 113769 | |
| LESSEE: | EXOK, Inc. | |
| LEASE DATE: | February 18, 2021 | |
| DESCRIPTION: | Township 8 North, Range 62 West, 6th PM | |
| Section 17: | NW/4 NE/4, W/2 | |
| RECEPTION/DATE: | ||
| LEASE #: | DJB129 | |
| LESSOR: | State of Colorado – State Board of Land Commissioners – Lease 113970 | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 5/20/2021 | |
| DESCRIPTION: | Township 9 North, Range 63 West, 6th PM | |
| Section 36: | All | |
| RECEPTION/DATE: | ||
| LEASE #: | DJB130 | |
| LESSOR: | Xxxxxx Xxx Xxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 11/5/2021 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 5: | SE/4 | |
| Section 6: | A tract of land containing 24 acres in the SW/4 and described in that certain Warranty Deed recorded at Reception No. 1420991 | |
| Section 20: | SE/4 SE/4 | |
| Section 21: | S/2, NW/4 | |
| Section 28: | NW/4 | |
| Section 29: | NW/4, E/2 NE/4 | |
| RECEPTION/DATE: | 4776533/11/16/2021 | |
| Page 29 of 31 |
| LEASE #: | DJB131 | |
| LESSOR: | Xxxxx Xxxx Xxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 11/12/2021 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 3: | SW/4 SW/4 | |
| Section 4: | Lots 1 (39.90), 2 (39.92), 3 (39.92), S/2 NE/4, SE/4 NW/4, NE/4 SW/4, NE/4 SE/4 | |
| Section 10 | W/2 NW/4, NW/4 XX/0 | |
| Xxxxxxxx 00 Xxxxx, Xxxxx 00 Xxxx, 0xx PM | ||
| Section 33: | W/2 SE/4, XX/0 XX/0, XX/0 XX/0, NE/4 SE/4 | |
| RECEPTION/DATE: | 4782440/12/6/2021 | |
| LEASE #: | DJB132 | |
| XXXXXX: | Xxxxxxxx X. Xxxxxx, heir of the estate of Xxxx Xxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/22/2022 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 27: | NE/4 | |
| Section 33: | E/2 NW/4 | |
| RECEPTION/DATE: | 4816724/4/7/2022 | |
| LEASE #: | DJB133 | |
| XXXXXX: | Xxxxxxxx X. Xxxxxx, heir of the estate of Xxxx Xxxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 2/22/2022 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 21: | S/2, a/d/a Lot A and Lot B | |
| RECEPTION/DATE: | 4816725/4/7/2022 | |
| LEASE #: | DJB134 | |
| LESSOR: | Oasis Ranch, LLC | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 3/9/2022 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 22: | All | |
| Section 23: | NE/4, S/2 | |
| Section 25: | SE/4 | |
| Section 26: | W/2 E/2, W/2 | |
| Section 27: | NE/4 | |
| RECEPTION/DATE: | 4813874/3/29/2022 | |
| Page 30 of 31 |
| LEASE #: | DJB135 | |
| LESSOR: | Xxxxx X. Xxxxx | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 4/21/2022 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 10: | SE/4 | |
| Section 11: | SW/4 | |
| Section 14: | W/2 W/2 | |
| Section 15: | N/2 SE/4, N/2 NW/4, NE/4 | |
| Section 23: | NW/4 | |
| RECEPTION/DATE: | 4827261/5/13/2022 | |
| LEASE #: | DJB136 | |
| XXXXXX: | Xxxxxx Xxxxxxxxx a/k/a Xxxxxx Xxxxxxxxx, a married woman dealing in her sold & separate property | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 5/10/2022 | |
| DESCRIPTION: | Township 9 North, Range 62 West, 6th PM | |
| Section 18: | E/2 SE/4, NW/4 SE/4 | |
| Section 30: | Xxxx 0, 0, 0, 0, X/0 XX/0, E/2 SW/4 | |
| Township 9 North, Range 63 West, 6th PM | ||
| Section 10: | W/2, SW/4 SE/4, E/2 SE/4, NE/4 NE/4 | |
| Section 11: | NE/4, NW/4 SE/4 | |
| Section 12: | N/2 NW/4, SW/4 NW/4, SE/4 | |
| Section 13: | SW/4, NW/4 SE/4, S/2 SE/4 | |
| Section 14: | W/2, W/2 E/2, SE/4 SE/4 | |
| RECEPTION/DATE: | 4832920/6/6/2022 | |
| LEASE #: | DJB137 | |
| LESSOR: | Oasis Ranch, a Colorado limited liability company | |
| LESSEE: | Exok, Inc. | |
| LEASE DATE: | 6/1/2022 | |
| DESCRIPTION: | Township 10 North, Range 62 West, 6th PM | |
| Section 6: | Lot 4 (42.41), 5 (42.24), SE/4 NW/4, NE/4 SW/4, SE/4 | |
| Section 7: | N/2 NE/4, SE/4 NE/4, SE/4 | |
| Section 8: | W/2 NW/4, S/2 | |
| Section 9: | SW/4 | |
| Section 17: | All | |
| RECEPTION/DATE: | 4834085/6/10/2022 | |
END OF EXHIBIT A
| Page 31 of 31 |
EXHIBIT B
Form of Assignment and Conveyance
This ASSIGNMENT AND CONVEYANCE (this “Assignment”), dated for reference purposes as of _______________, 2022 (the “Execution Date”), to be effective as of 12:01 a.m. (Mountain Time) on October 15, 2022 (the “Effective Date”), is by and between Exok, Inc., an Oklahoma corporation (“Assignor”), and Prairie Operating Co., LLC, a Delaware limited liability company (“Assignee”) in accordance with that certain Purchase and Sale Agreement dated October 24, 2022, by and between Assignor and Assignee (as amended, the “Purchase Agreement”).
For one hundred dollars ($100.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor HEREBY SELLS, ASSIGNS, TRANSFERS, GRANTS, BARGAINS and CONVEYS to Assignee all of Assignor’s right, title, and interest in and to the following assets (collectively, the “Assets”):
the fee oil and gas leases described on Exhibit “A” attached hereto, including all working interests, operating rights, record title interests and other interests of every kind and character (the “Fee Leases”);
the State of Colorado Oil and Gas Leases described on Exhibit “A” attached hereto, including all working interests, operating rights, record title interests and other interests of every kind and character (the “State Leases”);
100% of Assignor’s leasehold interest (Fee Leases and State Lease collectively referred to as the “Leases”) in 23,485 net mineral acres in, on and under 37,030 gross acres located in Weld County, Colorado, as described on Exhibit “A” (the “Lands”);
to the extent transferable, Assignor’s interests in and under all contracts, agreements and instruments by which the other Assets are bound or that relate to or are used or useful in connection with the ownership, development or operation of the Leases or the Lands, to the extent applicable to the Leases or Lands, including all surface use agreements, surface rights, surface permits and other similar rights and instruments; and
all of Assignor’s records, files and geological and geophysical data directly related to the Assets, including without limitation all seismic data and interpretations thereof, logs, core analyses, formation tests, films, surveyors’ notes, plane table sheets, shot point data bases, land files, contract files, lease files, title files (including title reports, title opinions, runsheets, abstracts, evidence of bonus and rental payments), maps, surveys and data sheets (“Records”). Assignor does not warrant the accuracy, completeness or viability of any of the Records or analysis provided therein.
TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns, forever, subject to, however, all of the following terms and conditions:
| Exhibit B – Page 1 |
1. Conflicts with Agreement. This Assignment is being made pursuant to the terms of the Purchase Agreement. All capitalized terms and defined terms used but not defined herein shall have the meanings given to them in the Purchase Agreement. If there is a conflict between the terms of this Assignment and the terms of the Purchase Agreement, the terms of the Purchase Agreement shall control to the extent of the conflict. Assignor and Assignee intend that the terms of the Purchase Agreement remain separate and distinct from and do not merge into the terms of this Assignment.
2. Special Warranty of Title. Assignor xxxxxx agrees to warrant and forever defend all and singular title to the Assets unto Assignee and Xxxxxxxx’s successors and assigns free and clear of all liens, encumbrances, and judgments of every person whomsoever lawfully claiming by, through, or under Assignor and/or its Affiliates, but not otherwise.
3. Disclaimer of Warranty. EXCEPT FOR ASSIGNOR’S EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THE PURCHASE AGREEMENT AND ASSIGNOR’S SPECIAL WARRANTY OF TITLE IN THIS ASSIGNMENT, THE ASSETS ARE BEING CONVEYED BY ASSIGNOR TO ASSIGNEE WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, AND THE PARTIES HEREBY EXPRESSLY DISCLAIM, WAIVE, AND RELEASE ANY EXPRESS WARRANTY OF MERCHANTABILITY, CONDITION OR SAFETY AND ANY EXPRESSED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; AND ASSIGNEE ACCEPTS THE ASSETS, “AS IS, WHERE IS, WITH ALL FAULTS, WITHOUT RECOURSE.” THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAWS, ALL DISCLAIMERS CONTAINED IN THIS ASSIGNMENT ARE “CONSPICUOUS” FOR THE PURPOSES OF ALL APPLICABLE LAWS.
4. Governing Law. This Assignment shall be governed by and construed under the laws of the State of Colorado (excluding any conflict of laws provision that would require the application of the law of any other jurisdiction).
5. Successor and Assigns. This Assignment binds and inures to the benefit of Assignor and Assignee and their respective successors and assigns.
6. Further Assurances. In addition to this Assignment, Assignor shall execute, acknowledge, and deliver to Assignee, in a timely manner and without further consideration, any documents or instruments that Assignee may reasonably require in order to more fully and effectively carry out the intent hereof or of the Purchase Agreement, including, without limitation, further assignments or conveyances required by any state or federal authority, deeds, agreements, contracts, instruments, other documents, and consents to further evidence the assignment and conveyance of the Assets by Assignor to Assignee, or to otherwise carry out the intention of this Assignment. The interests conveyed by such separate assignments are the same, and not in addition to, the Assets conveyed in this Assignment.
7. Counterparts. This Assignment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Multiple counterparts of this Assignment may be recorded in the counties of the states where the Assets are located, but the inclusion of a description of any Asset in more than one counterpart of this Assignment shall not be construed as having effected any cumulative, multiple or overlapping interest in the applicable Asset.
[The
remainder of this page has intentionally been left blank.
Signature and acknowledgment page follows.]
| Exhibit B – Page 2 |
IN WITNESS WHEREOF, the undersigned have executed this Assignment on the dates contained in the acknowledgments of this Assignment, but for reference purposes as of the Execution Date, to be effective for all purposes as of the Effective Date.
ASSIGNOR:
EXOK,
INC. |
ASSIGNEE:
PRAIRIE OPERATING CO., LLC | |||
| By: | By: | |||
| Name: | Xxxxxx X. Xxxxxx | Name: | ||
| Title: | President | Title: | ||
ACKNOWLEDGEMENTS
| STATE OF ____________________ | ) |
| ) ss. | |
| COUNTY ____________________ | ) |
This instrument was acknowledged before me on the __ day of _________ 2022, by _________________, of Exok, Inc., an Oklahoma corporation, on behalf of said company.
(SEAL)
| Notary Public | |
| My Commission Expires: ____________________________ |
| STATE OF ____________________ | ) |
| ) ss. | |
| COUNTY ____________________ | ) |
This instrument was acknowledged before me on the __ day of _________ 2022, by ___________________, of Prairie Operating Co., LLC, a Delaware limited liability company, on behalf of said company.
(SEAL)
| Notary Public | |
| My Commission Expires: ____________________________ |
| Exhibit B – Page 3 |
EXHIBIT C
Form of Area of Mutual Agreement
This Area of Mutual Interest Agreement (“Agreement”) is dated effective _________________, 2022 (“Effective Date”) by and between Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie”), Tier Hydrocarbon Exploration, LLC, a [Delaware] limited liability company (“Tier”), Pilot Gas, LLC, a [Delaware] limited liability company (“Pilot”), and [______________, a Delaware limited liability company] (“[Prairie Sub]” and together with Tier and Pilot, each individually an “Assignee” and collectively, “Assignees”). Prairie and Assignees are sometimes hereinafter referred to as the “Parties” and individually as a “Party.”
Whereas, Prairie has acquired certain oil and gas leasehold interests covering lands located in Weld County, Colorado hereinafter referred to as (“Initially Acquired Leasehold Interests”) under an Assignment and Conveyance dated as of ____, 2022 from Exok, Inc., an Oklahoma corporation (“Exok”), as assignor, and Prairie, as assignee; and
Whereas, said Initially Acquired Leasehold Interests were acquired by Prairie, pursuant to the terms and conditions of that certain Purchase and Sale Agreement dated as of October 24, 2022 (“PSA”), by and between Exok, as seller, and Prairie, as purchaser; and
Whereas, pursuant to the terms and conditions of the PSA, Xxxxxxx agreed to execute and deliver this Agreement for the purposes of establishing and creating an area of mutual interest in favor of Assignees covering certain lands and leasehold interests acquired by Prairie or its Affiliates located in certain portions of Weld County, Colorado.
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:
| 1. | Area of Mutual Interest (“AMI”). |
The Parties hereby create and establish an Area of Mutual Interest (“AMI”) within the geographical boundaries and lands located in the area(s) described as follows (“AMI Area”):
All lands located in the West Half (“W/2”) of Townships 8, 9, 10, and 11 North, Range 61 West; and
All lands located in Townships 8, 9 10 & 11 North, Ranges 62, 63, and 64 West, all in Weld County, Colorado
The AMI and terms hereof shall remain in force and effect for a period commencing on the Effective Date and terminating and expiring on the date ten (10) years after the Effective Date (the “Term”).
| Exhibit C – Page 1 |
| 2. | Assignees Entitled to Overriding Royalty. |
If during the Term, Prairie or any member of the Prairie Group has or obtains any Acquisition within the AMI Area (with such Person having the Acquisition being referred to herein as an “Acquiring Party”), no later than thirty (30) days after the consummation of such Acquisition, Prairie shall, and shall cause each applicable Acquiring Party, (a) to execute and deliver to the Assignees an assignment of overriding royalty in the form attached hereto as Exhibit A attached hereto, (b) copies of all other title reports, title files, title opinions and other title materials in the possession of the Prairie Group with respect to the Acquired Interests subject to such Acquisition.
| 3. | Certain Definitions. The following capitalized terms used herein shall have the meanings ascribed below: |
“Acquired Interest” means, to the extent located within the AMI Area, any and all (a) leases or leasehold interests affecting, relating to or covering any hydrocarbons in place, (b) leasehold interests and estates in the nature of working or operating interests under such leases, as well as overriding royalties, net profits interests, production payments, carried interests, rights of recoupment and other interests in, under or relating to such leases, and/or (c) any economic or contractual rights, options or interests in and to any of the foregoing, whether vested or contingent, including, without limitation, any farmout or farmin agreement; provided, however, the term “Acquired Interest” shall not include any (i) any fee mineral interests, fee royalty interests and any non-participating royalties and other similar interests in hydrocarbons in place (that are not acquired or derived from any leasehold interests), (ii) any other interest in hydrocarbons in place, (iii) any and all rights and interests attributable or allocable thereto by virtue of any pooling, unitization, communitization, production sharing or similar agreement, order or declaration (iv) any interests in any wellbores to the extent such wellbores are producing hydrocarbons as of the date of the applicable Acquisition of such interests by the Acquiring Party, (v) any interests described in subparts (a) through (c) of this definition INSOFAR AND ONLY INSOFAR as such interests are allocated to any xxxxx described in subpart (iv) of this definition, or (vi) any interests described in subparts (a) through (c) of this definition to the extent the aggregate Net Revenue Interest in such interest are equal to or less than the product of (i) 75% multiplied by (ii) the actual Working Interest in such interests.
Acquisition” or “Acquisitions” means the direct acquisition, purchase, transfer to, purchase of, option, right or opportunity by any member of the Prairie Group of any Acquired Interest, whether such acquisition, option, right or opportunity is through a purchase, exchange, joint venture, participation agreement, farmout agreement, operating agreement or any similar arrangement; provided, however, (a) any rights assigned to any Party pursuant to the terms of the PSA shall not constitute an Acquisition, (b) the direct or indirect acquisition of any equity, securities or control of, or merger or combination of any member of the Prairie Group with, any Person shall not constitute an Acquisition (c) any acquisition, purchase of, transfer to, right or opportunity with respect to any Acquired Interests by a member of the Prairie Group from another member of the Prairie Group shall not constitute an Acquisition.
| Exhibit C – Page 2 |
“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with, such specified Person through one (1) or more intermediaries or otherwise. For the purposes of this definition, “control” means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.
“Net Revenue Interest” means, with respect to any applicable interests, the percentage interest in and to all production of hydrocarbons saved, produced and sold from or allocated to such interests, after giving effect to all royalties, overriding royalties, reversionary interests, net profit interests, production payments, carried interests, non-participating royalty interests, reversionary interests and other royalty burdens and other similar interests payable out of production of hydrocarbons from or allocated to such interests or the proceeds thereof to Persons that are not members of the Prairie Group.
“Person” means an individual, corporation, partnership, limited liability company, association, joint stock company, trust or trustee thereof, estate or executor thereof, unincorporated organization, joint venture or any other legally recognizable entity.
“Prairie Group” means Prairie and any Affiliate of Prairie (but excluding in each case any Assignee).
“Working Interest” means, with respect to any applicable interest, the percentage of costs and expenses associated with the exploration, drilling, development, operation, maintenance and abandonment on or in connection with such interests required to be borne with respect thereto, but without regard to the effect of any royalties, overriding royalties, reversionary interests, net profit interests, production payments, carried interests, non-participating royalty interests, reversionary interests and other royalty burdens and other similar interests payable out of production of hydrocarbons from or allocated to such interests or the proceeds thereof.
| 4. | Non-Circumvention. Prairie shall not, and Prairie shall cause each member of the Prairie Group not to, enter into any agreement, contract or arrangement with any Person with respect to the AMI Area or take any other action or enter into or cause any Person to enter into any alternative transaction with the purpose of circumventing the intent, rights and obligations of the Parties hereunder. |
| 5. | Affiliates. In the event that the Acquiring Party is a member of Prairie Group other than Prairie, Prairie shall cause such Person to comply with the terms of this Agreement and shall be responsible to the Assignors for such member’s failure to do so. |
| Exhibit C – Page 3 |
| 6. | Notices. Any notice or other communication made in accordance with this Agreement shall be deemed to have been given when delivered to the other Party’s address set forth below. A Party may change the address to which such communications are to be addressed by giving written notice to the other Parties. |
Tier Hydrocarbon Exploration, LLC
X.X. Xxx 000000
Xxxxxxxx Xxxx, XX 00000
Attention: [_____________]
Email: [_______________]
Pilot Gas, LLC
0000 X. Xxxxx Xx Xxx., Xxx. X
Xxxxxxxx Xxxx, XX 00000
Attention: [_____________]
Email: [_______________]
[Prairie Sub]
[_____________]
[_____________]
Attention: [_____________]
Email: [_______________]
Prairie Operating Co., LLC
[_____________]
[_____________]
Attention: [_____________]
Email: [_______________]
| 7. | Modification. This Agreement may not be amended, altered or modified except by an instrument in writing signed by the Parties expressly specifying the provisions amended, modified or altered. |
| 8. | No Partnership. This Agreement does not create, and shall not be construed as creating, a partnership, business association, joint venture, or the relationship of principal and agent, or employer and employee between the Parties hereto. |
| 9. | Governing Law. This Agreement and the legal relations between the Parties hereunder shall be governed and construed in accordance with the laws of the State of Texas. Each Party consents to personal jurisdiction in any action brought in the United States federal and state courts located in the State of Texas with respect to any dispute, claim or controversy arising out of or in relation to or in connection with this Agreement, and each of the Parties agrees that any action instituted by it against the other with respect to any such dispute, controversy, or claim will be instituted exclusively in the state and federal district courts located in Houston, Texas. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH DISPUTE ARISING OUT OF THIS AGREEMENT BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY OTHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF |
| Exhibit C – Page 4 |
| 10. | Binding Effect. The terms, covenants, obligations, and conditions of this Agreement shall be binding upon and shall inure to the benefit of Prairie and each Assignee, as well as their respective permitted successors and assigns. |
| 11. | Assignments. Prairie may not assign, transfer or convey all or any of its rights or obligations under this Agreement without the prior written consent of each Assignee (which may be granted, withheld and/or conditioned at the sole discretion of each Assignee)Any attempted assignment, transfer or conveyance of any rights or obligations under this Agreement in violation of this Section 14 shall be automatically null and void ab initio. |
| 12. | Counterparts. This Agreement may be executed by the Parties in any number of counterparts (including by facsimile or electronic transmission), each of which shall be deemed an original instrument, but all of which together shall constitute but one in the same instrument. |
| 13. | Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties to the greatest extent legally permissible. |
| 14. | Further Assurances. Subject to the terms and conditions of this Agreement, each Party shall use its reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, under applicable Law or otherwise, to consummate the transactions contemplated by this Agreement. The Parties agree to and shall execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement in accordance with the terms hereof. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
| Exhibit C – Page 5 |
IN WITNESS HEREOF, this Agreement is executed by each Party through its duly authorized agent or representative effective for all purposes on the Effective Date.
| Prairie Operating Co., LLC | Tier Hydrocarbon Exploration, LLC | |||
| By: | By: | |||
| Name: | Name: | |||
| Title: | Title: | |||
| Pilot Gas, LLC | [Prairie Sub] | |||
| By: | By: | |||
| Name: | Name | |||
| Title: | Title: | |||
| Exhibit C – Page 6 |
EXHIBIT “A”
Attached to Area of Mutual Interest Agreement “AMI”
FORM OF ASSIGNMENT OF OVERRIDING ROYALTY INTERESTS
ASSIGNMENT OF OVERRIDING ROYALTY INTERESTS
KNOW ALL MEN BY THESE PRESENTS:
THAT effective as of [_____________] 1 (the “Effective Time”) the undersigned [_______________________], (hereinafter referred to as “Assignor”), for and in consideration of the sum of Ten Dollars ($10.00) and other valuable considerations, the receipt and sufficiency of which is hereby acknowledged, does hereby GRANT, BARGAIN, SELL, CONVEY AND ASSIGN unto each of Tier Hydrocarbon Exploration, LLC, a [_____________] limited liability company (“Tier”) with an address of X.X. Xxx 000000, Xxxxxxxx Xxxx, XX 00000, Pilot Gas, LLC, a [_____________] limited liability company (“Pilot”) with an address of 0000 X Xxxxx Xxxxx Xx Xxxxxx, Xxxxxxxx Xxxx, XX 00000 and [_________________], a Delaware limited liability company (“[Prairie Sub]” and together with Tier and Pilot, each individually an “Assignee” and collectively, “Assignees”) with an address of [______________], and overriding royalty interest (“Overriding Royalty Interest”) equal to the lesser of:
(a) a three percent (3%) of 8/8ths of the oil, gas, associated liquids and other hydrocarbons (collectively, “Hydrocarbons”) produced, saved and sold from the oil and gas leases described in Exhibit “A” attached hereto and made a part hereof (the “Leases”) and the lands covered thereby or pooled or unitized therewith (the “Lands”) and;
(b) the positive difference, if any, between (i) twenty-five percent (25%) of 8/8ths of Hydrocarbons produced, saved and sold from the Leases and the Lands, and (ii) all royalty, overriding royalty, production payments and other burdens on such Hydrocarbon production in existence immediately prior to the Effective Date (as hereinafter defined);
Provided, however, the Leases and Lands shall exclude and the Overriding Royalty Interest shall not include, burden or constitute any interests in (A) any of the wellbores described on Exhibit “B” and (B) any interests in any oil and gas leases or any interests as to any rights and interests attributable or allocable to such wellbores by virtue of any pooling, unitization, communitization, production sharing or similar agreement, order or declaration INSOFAR AND ONLY INSOFAR as such interests are allocated to any wellbores described on Exhibit “B”.
The Overriding Royalty Interest assigned to Assignors hereunder are assigned and conveyed to the Assignors in the following undivided interests: proportions, to-wit:
| Tier: | 16.66667% | |||
| Pilot: | 16.66667% | |||
| [Prairie Sub] | 66.66667% |
1 Note to Draft: “Effective Time” to be the one minute after the effective time of the acquisition of the Acquired Interests by the Acquiring Party.
| Exhibit C – Page 7 |
The Overriding Royalty Interest shall be calculated and measured on the same terms as the applicable royalties payable under the Leases; provided, however, the Overriding Royalty Interest shall be free of all development, production and operating expenses; however, said interest shall bear its proportionate share of gross production taxes assessed against the gross production subject to said Overriding Royalty Interest. It is agreed that nothing contained herein shall impose upon the Assignor, its successors, or assigns, any duty or obligation to develop or operate the properties covered by the above-described “Leases” or to maintain them by the payment of delay rentals, shut-in royalty payments or other similar payments.
The Overriding Royalty Interest shall be subject to any cooperative or unit plan of operation or development and to any pooling, communitization or other agreement for the allocation of Hydrocarbon production among multiple tracts to which the Leases, or any part thereof, may have heretofore or may hereafter be committed by Assignor or by the predecessors to its interest or its successors and assigns, including, but not limited to, any joint operating agreement, pooling or unit designation, or similar agreement unitizing the working interests in a contract area or pooled unit, including that of Assignor, regardless of whether such agreement expressly purports to commit the Overriding Royalty Interest; and, in such event or events, the Overriding Royalty Interest shall be computed and paid on the basis of the applicable Hydrocarbons allocated to the Lands under and pursuant to the terms of any such agreement or plan of operation; however, in the event that such cooperative or unit plan of operation or development or pooling or communitization agreement does not set out how payments are to be calculated, then in such event, the Overriding Royalty Interest will be paid in the proportion that the surface acreage of the Lands bears to the total acreage within such contract area or pooled unit.
If any of the Leases covers an interest in the Lands less than the entire mineral estate therein (regardless of whether such Lease purports to cover only the lessor’s interest therein), then, as to such Lease, the Overriding Royalty Interest, insofar only as it affects and applies to production from or allocable to such Lands, shall be payable to Assignee in the proportion that the mineral interests in such lands actually covered by the relevant Lease bear to the entire, undivided mineral estate in such lands. Similarly, if Assignor owns less than a one hundred percent (100%) leasehold interest in and to any of the Leases, then, as to such Lease, the Overriding Royalty Interest shall be payable to Assignee in the proportion that the leasehold interest in such Lease actually owned by Assignor bears to a one hundred percent (100%) leasehold interest in and to such Lease. In addition, if the leasehold interest in the Lease owned by Assignor is increased or decreased pursuant to the terms of any compulsory pooling order, farmout agreement, contractual rights agreement, applicable operating agreement, or other instrument providing for a reversionary interest that is existing at the Effective Time, the Overriding Royalty Interest shall be proportionately increased or decreased accordingly.
| Exhibit C – Page 8 |
Assignor will have no drilling or development obligation, nor any leasehold preservation obligation, in favor of Assignee by virtue of Assignee’s Overriding Royalty Interest, all such matters being entirely at Assignor’s discretion.
If Assignor, or its successors or assigns, shall secure a renewal or extension of the Leases covering all or any part of the Lands, then the Overriding Royalty Interest shall apply to such renewal or extended Lease, subject to proportionate reduction. A “renewal” or “extension” of a Lease as used herein, shall mean any lease or leases acquired by Assignor, its successors or assigns, within twenty four (24) months from the termination of the applicable Lease and covering all or a part of the same interest(s) in the Lands.
Assignor hereby warrants defensible title to the Overriding Royalty Interest unto each Assignee, its successors and assigns, in each case, free and clear of any liens and encumbrances, burdens, defects, against all Persons claiming or purporting to claim the same or any part thereof, by, through or under Assignor or any of its Affiliates, but not otherwise.
This Assignment shall be binding upon and inure to the benefit of the respective parties hereto, their heirs, successors, representatives and assigns. No change in the ownership of the Overriding Royalty Interest shall be binding on Assignor until such time as Assignor shall have been furnished with either the original, a certified copy or an acceptable reproduced copy of the recorded instrument or instruments effecting the change in ownership.
This Assignment is made pursuant to that certain Area of Mutual Interest Agreement dated as being effective the _____ day of _____________, 20__, and reference is hereby made for all purposes.
| Exhibit C – Page 9 |
IN WITNESS WHEREOF, the said Assignor, executed this instrument this _____ day of _________________, 20[__].
| [_________________] | ||
| By: | ||
| Name: | ||
| Title: | ||
ACKNOWLEDGEMENT
STATE OF ________________
COUNTY OF ______________
The foregoing instrument was acknowledged before me on this _____ day of __________, 20___, by ____________________________ as _____________________ of [______________].
| My Commission Expires: | ||
| , Notary Public |
| Exhibit C – Page 10 |
EXHIBIT A
LEASES
[ATTACH LIST OF LEASES TO BE SUBJECT TO THE OVERRIDING ROYALTY INTEREST]
| Exhibit C – Page 11 |
EXHIBIT B
EXCLUDED XXXXX
[ATTACHED LIST OF WELLBORES NOT SUBJECT TO OVERRIDING ROYALTY INTEREST]
| Exhibit C – Page 12 |
