ex10-1.htm
















 Exhibit 10.1


 





 


 


 


October 9, 2014







Continental Resources, Inc.


20 N. Broadway


Oklahoma City, Oklahoma 73102



	Attn:	
Mr. Justin Cope


Mr. Jose Bayardo


Mr. Eric S. Eissenstat

	 





 








	
Re:

	
Post-Closing Letter


	  	
Purchase and Sale Agreement dated January 21, 2014


	  	
Niobrara Prospect


	  	
Morgan and Weld Counties, Colorado












Gentlemen:


 


Reference is made to that certain Purchase and Sale Agreement (the “Purchase Agreement”), dated January 21, 2014, by and between Continental Resources, Inc. (“Seller”), and Red Hawk Petroleum, LLC (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given in the Purchase Agreement.


 


In consideration of Ten Dollars ($10.00), and the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1.           Post-Closing Statement. Attached as Exhibit A is the final Post-Closing Statement, which sets forth a net-downward adjustment of $482,677.26 to the Base Purchase Price.  Seller shall pay to an account designated by Buyer the foregoing amount not later than the date of this letter.







2.           Arnold Lease Assignments. In exchange for the ad-valorem tax adjustment (the “Ad-Valorem Adjustment”) in favor of Seller of approximately $73,223.97, which is accounted for in the Post-Closing Statement, Seller agrees to assign, transfer and convey to Buyer the oil and gas leases described in Exhibit B as Agreement Numbers: 030814, 036360, 052999, 075750, 083804 and 091130.







3.           Clean-Up Assignments. After Closing, the Parties discovered certain errors in the Conveyances. To correct these errors:







(a)              Seller agrees to assign, transfer and convey to Buyer the leasehold estates created by the oil and gas leases described in Exhibit B, insofar as and only insofar as such leases cover the land  described in Exhibit B.







(b)              Buyer agrees to assign, transfer and convey to Seller the leasehold estates created by the oil and gas leases described in Exhibit C, insofar as and only insofar as such leases cover the land  described in Exhibit C.









  





  











  






(c)              On the date of this letter, each Party shall execute, acknowledge and deliver to the other Party two original assignments, in the form of Exhibit D. The assigning Party shall warrant title, free and clear of all liens, encumbrances and defects of title arising by, through or under the assigning Party, but not otherwise, subject to the terms and conditions of this letter, the Purchase Agreement and the Leases, and a proportionate part of all landowners’ royalties, overriding royalties and similar burdens of record as of the Effective Time.







4.           No Modification. Except with respect to the Ad-Valorem Adjustment, Section 15.6 of the Purchase Agreement shall neither limit the rights of Buyer nor the obligations of Seller set forth in the Purchase Agreement with regard to the matters set forth in this letter, including without limitation the Parties respective liability for taxes arising from their ownership and operation of the Assets.







5.           Miscellany.  This letter shall be binding upon and shall inure to the benefit of the Parties, and their respective successors and assigns. In the event of any conflict between this letter and the Purchase Agreement, this letter shall control and govern the point in conflict. This letter may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.







If the foregoing correctly reflects our understandings and agreements, please sign and date this letter, and return a copy to me. If you have any questions, please contact me. Thank you for your prompt attention to this matter.



	  	
Sincerely,


	  	
Red Hawk Petroleum, LLC


	  	
By:  /s/ Clark R. Moore


	  	
Clark R. Moore


	  	
EVP and General Counsel












Agreed and accepted:








	
Continental Resources, Inc.


	  	  
	
By:

	
/s/ Jose A. Bayardo


	
Name:

	
Jose Bayardo


	
Title:

	
Sr. VP--Business Development


	
Date:

	
10-8-14   







 


Attachments:


Exhibit A:  Post-Closing Statement


Exhibit B:  Leases to Buyer


Exhibit C:  Leases to Seller


Exhibit D:  Form of Assignment


 




  





  











  







Exhibit A:  Post-Closing Statement




 




	
Continental Resources, Inc.

	  	  	  	  	  	  	  	  	 
	
Closing Statement

	  	  	  	  	  	  	  	  	 
	
Pursuant to Purchase and Sale Agreement Dated January 21, 2014

	  	  	  	  	  	  	  	  	 
	  	  	  	  	  	  	  	  	  	  	  	 
	
Seller:

	  	  	
Continental Resources, Inc.

	  	  	  	  	  	 
	
Buyer:

	  	  	
Red Hawk Petroleum, LLC

	  	  	  	  	  	 
	
Effective Date:

	  	
December 1, 2013

	  	  	  	  	  	  	 
	  	  	  	  	  	  	  	  	
Due 120 days post close

	  	  	 
	  	  	  	  	
Section

	  	
 Preliminary Settlement Statement

	
Final Settlement Statement

	
Post Close Adjustments

	 
	  	  	  	  	  	  	  	  	  	  	  	 
	
Base Purchase Price

	  	
3.1

	  	
       30,000,000.00

	  	
             30,000,000.00

	  	
                                -

	 
	  	  	  	  	  	  	  	  	  	  	  	 
	
Adjustments to base purchase price:

	  	
3.3

	  	  	  	  	  	  	 
	  	
Upward adjustments:

	  	
3.3(a)

	  	  	  	  	  	  	 
	  	  	  	  	  	  	  	  	  	  	  	 
	  	  	
all normal and customary production expenses, operating expenses, operated and non-operated overhead charges and capital expenditures paid or incurred by Seller in connection with the ownership and operation of the Assets attributable to the periods from and after the Effective Time (including, without limitation, royalties and Taxes (other than income taxes) attributable to Hydrocarbons produced and saved from and after the Effective Time, and pre-paid charges)

	
3.3(a)(i)

	  	  	  	  	  	  	 
	  	  	  	
Operated

	  	  	
            133,900.16

	  	
                  396,802.13

	  	
                   262,901.97

	 
	  	  	  	
Non-operated

	  	
              20,760.74

	  	
                      8,342.96

	  	
                   (12,417.78)

	 
	  	  	  	  	  	  	  	  	  	  	  	 
	  	  	
the value of the Hydrocarbons in tanks above the pipeline sales connection or within processing plants at the Effective Time credited to the Assets for properties operated by Seller, such value to be the market or, if applicable, the contract price in effect as of the Effective Time, less any applicable Production Taxes and royalties

	
3.3(a)(v)

	  	
            294,326.57

	  	
                  294,326.57

	  	
                                -

	 
	  	  	  	  	  	  	  	  	  	  	  	 
	  	  	
Taxes (other than income taxes) attributable to ownership on or after the Effective Time that are paid or to be paid by Seller

	
3.3(a)(viii)

	  	
              46,234.52

	  	
                    46,234.52

	  	
                                -

	 
	  	  	  	  	  	  	  	  	  	  	  	 
	  	  	  	
Subtotal Upward Adjustments

	
            495,221.99

	  	
                  745,706.18

	  	
                   250,484.19

	 
	  	  	  	  	  	  	  	  	  	  	  	 
	  	  	  	  	  	  	  	  	  	  	  	 
	  	
Downward Adjustments

	  	
3.3(b)

	  	  	  	  	  	  	 
	  	  	  	  	  	  	  	  	  	  	  	 
	  	  	
all proceeds attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets on or after the Effective Time

	
3.3(b)(ii)

	  	
            985,860.44

	  	
1,836,703.70

	  	
                   850,843.26

	 
	  	  	  	  	  	  	  	  	  	  	  	 
	  	  	
all adjustments regarding Title Defects, in accordance with the provisions of Article 7

	
3.3(b)(iii)

	  	
            141,950.75

	  	
                  141,950.75

	  	
                                -

	 
	  	  	  	  	  	  	  	  	  	  	  	 
	  	  	
an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.4

	
3.3(b)(ix)

	  	
                3,047.60

	  	
727,906.73

	  	
                 (117,681.81)

	 
	  	  	  	  	  	  	  	  	  	  	  	 
	  	  	
an amount equal to the Deposit

	  	
3.3(b)(x)

	  	
         1,500,000.00

	  	
               1,500,000.00

	  	
                                -

	 
	  	  	  	  	  	  	  	  	  	  	  	 
	  	  	  	
Subtotal Downward Adjustments

	
         3,473,399.73

	  	
               4,206,561.18

	  	
                   733,161.45

	 
	  	  	  	  	  	  	  	  	  	  	  	 
	
Purchase Price

	  	  	  	  	
       27,021,822.26

	  	
             26,539,145.00

	  	
               (482,677.26)

	 (1)








(1)  Post Close adjustment amount due from Continental to Red Hawk




  





  











  








 



Exhibit B


Attached to and made a part of that certain Assignment


by and between Continental Resources, Inc. and Red Hawk Petroleum, LLC




 




	
 


AGMT#


 

	
 


Subs#

	
 


Lessor

	
 


Lessee

	
 


Effective Date

	
 


County

	
 


Book/Page/Desc

	
 


TWN

	
 


RNG

	
 


SEC

	
 


Description


	
079201

	
000

	
TERESA SGALIO

	
DIAMOND RESOURCES CO.

	
01/18/2011

	
Weld

	
3749314

	
06N

	
62W

	
20

	
E2


	
079793

	
000

	
DENISE HARRIS

	
DIAMOND RESOURCES CO.

	
01/18/2011

	
Weld

	
3752321

	
06N

	
62W

	
20

	
E2


	
079333

	
000

	
JENNIFER MUELLER

	
DIAMOND RESOURCES CO.

	
01/12/2011

	
Weld

	
3749318

	
06N

	
62W

	
20

	
E2


	
078519

	
000

	
HUGH BAILEY

	
DIAMOND RESOURCES CO.

	
01/07/2011

	
Weld

	
3746690

	
06N

	
62W

	
20

	
E2


	
078738

	
000

	
LAURA BAILEY

	
DIAMOND RESOURCES CO.

	
01/07/2011

	
Weld

	
3746694

	
06N

	
62W

	
20

	
E2


	
079606

	
000

	
LARKIN BAILEY

	
DIAMOND RESOURCES CO.

	
01/18/2011

	
Weld

	
3752324

	
06N

	
62W

	
20

	
E2


	
079380

	
000

	
MARIA JENSEN, F/K/A MARIA BAILEY

	
DIAMOND RESOURCES CO.

	
01/18/2011

	
Weld

	
3749321

	
06N

	
62W

	
20

	
E2


	
079876

	
000

	
JULIE A. BROWN

	
DIAMOND RESOURCES CO.

	
01/12/2011

	
Weld

	
3749309

	
06N

	
62W

	
20

	
E2


	
079213

	
000

	
MATTHEW BAILEY

	
DIAMOND RESOURCES CO.

	
01/07/2011

	
Weld

	
3749324

	
06N

	
62W

	
20

	
E2


	
081404

	
000

	
JOHN BAILEY

	
DIAMOND RESOURCES CO.

	
01/12/2011

	
Weld

	
3749312

	
06N

	
62W

	
20

	
E2


	
085037

	
000

	
LYDETTA KAY JACKSON

	
DIAMOND RESOURCES CO.

	
01/17/2011

	
Weld

	
3749310

	
06N

	
62W

	
20

	
E2


	
079215

	
000

	
JEFFREY BAILEY

	
DIAMOND RESOURCES CO.

	
01/12/2011

	
Weld

	
3748381

	
06N

	
62W

	
20

	
E2


	
079136

	
000

	
MARK HOLLIS

	
DIAMOND RESOURCES CO.

	
01/13/2011

	
Weld

	
3748376

	
06N

	
62W

	
20

	
E2


	
079798

	
000

	
THERESE KAY MCKINNON, F/K/A THERESE KAY SANDERS

	
DIAMOND RESOURCES CO.

	
02/16/2011

	
Weld

	
3754456

	
10N

	
61W

	
29

	
NW


	
052999

	
000

	
DARYL L. ARNOLD & MARY M. ARNOLD, HUSBAND & WIFE

	
JACKFORK LAND, INC.

	
04/24/2010

	
Weld

	
3696216

	
2N

	
64W

	
13

	
ALL


	
083804

	
000

	
VINCE C. GERKIN, A MARRIED MAN

	
DIAMOND RESOURCES CO.

	
09/07/2010

	
Weld

	
3722413

	
2N

	
64W

	
13

	
ALL, LESS AND EXCEPT TRACTS 13-2 & 13-3


	
075750

	
000

	
CAROLE A. GERKIN, WIDOW

	
DIAMOND RESOURCES CO.

	
09/07/2010

	
Weld

	
3722412

	
2N

	
64W

	
13

	
TRACT #13-1 ALL, LESS TRACTS 13-2 AND 13-3,


	
036360

	
000

	
HELEN I. SIRIOS, MARC SIRIOS AND SHERRY SIRIOS, AS JOINT TENANTS

	
JACKFORK LAND, INC.

	
05/28/2010

	
Weld

	
3700278

	
2N

	
64W

	
24

	
ALL THAT PART OF THE NE/4 LYING NORTH AND WEST OF HIHGWAY 76 AND THE NW/4, INCLUDING LOT B OF RECORDED EXEMPTION 1305-24-2-RE 1144, LESS AND EXCEPT THE FOLLOWING PARCELS OF LAND: LOT A OF RECORDED EXEMPTION 1305-24-2-RE 3168 AND LOT A OF RECORDED EXEMPTION 1305-24-2-RE


	
091130

	
000

	
DARYL L. ARNOLD & MARY M. ARNOLD, HUSBAND & WIFE

	
DIAMOND RESOURCES CO.

	
01/09/2012

	
Weld

	
3822955

	
2N

	
64W

	
24

	
A TRACT OF LAND LOCATED IN THE NW/4 MORE PARTICULARY DESCRIBED AS: LOT B IN RECORDED EXEMPTION NO. 1305-24-2 RE-3278, BEING A PORTION OF THE SW/4NW/4NW/4 RECORDED IN THE REAL PROPERTY RECORDS OF WELD COUNTY COLORADO ON 11/5/2002 AT DOCUMENT #3002255


	
030814

	
000

	
HELEN I. SIRIOS, INDIVIDUALLY, A SIGNED PERSON

	
JACKFORK LAND, INC.

	
05/28/2010

	
Weld

	
3700277

	
2N

	
64W

	
24

	
SW/4 AND ALL THAT PART OF THE SE/4 LYING NORTH OF THE BURLINGTON NORTHERN RAILROAD RIGHT-OF-WAY AND THE NW/4, INCLUDING LOT B OF RECORDED EXEPTION 1305-24-2-RF1144, LESS AND EXCEPT THE FOLLOWING PARCELS OF LAND: LOT A OF RECORDED EXEMPTION 1305-24-2-RE-3168 AND LOT A OF RECORDED EXEMPTION 1305-24-2-RF 3278









 


 




  





  











  






 



Exhibit C:  Leases to Seller


 




 










	
 


AGMT#


 

	
 


Subs#

	
 


Lessor

	
 


Lessee

	
 


Effective 


Date

	
 


County

	
 


Book/Page/Desc

	
 


TWN

	
 


RNG

	
 


SEC

	
 


Description


	
074718

	
000

	
MICHAEL BEUTZ, TRUSTEE OF THE ANITA M. WAGNER LIVING TRUST

	
DIAMOND RESOURCES CO.

	
08/27/2010

	
Weld

	
3722419

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
075979

	
000

	
JANE GILMAN TRACY, A WIDOW

	
DIAMOND RESOURCES CO.

	
09/13/2010

	
Weld

	
3724440

	
09N

	
61W

	
09

	
E2 NE,SW NE, NW NE, LESS THE "J" SAND FORMATION


	
081898

	
000

	
LISA WILLITS DOWN & NORMAN DOWN, HER HUSBAND

	
DIAMOND RESOURCES CO.

	
08/23/2010

	
Weld

	
3770183

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
082085

	
001

	
JANE M. O'HERN, A WIDOW

	
DIAMOND RESOURCES CO.

	
04/14/2011

	
Weld

	
3770181

	
09N

	
61W

	
09

	
E2 NE,SW NE,NW/4 NE/4, LESS THE "J" SAND FORMATION,


	
082178

	
000

	
SAMMIE LOU BELDEN AND RICHARD EDWIN BELDEN, W & H

	
DIAMOND OPERATING, INC.

	
07/07/2010

	
Weld

	
3707785

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
082355

	
001

	
MICHAEL MILO STUCKY, A MARRIED MAN

	
DIAMOND RESOURCES CO.

	
04/14/2011

	
Weld

	
3772299

	
09N

	
61W

	
09

	
E2 NE,SW NE,NW/4 NE/4, LESS THE "J" SAND FORMATION,


	
082372

	
000

	
GARRETT G. BICKFORD, A MARRIED MAN DEALING IN HIS SOLE AND SEPARATE PROPERTY

	
DIAMOND OPERATING, INC.

	
07/15/2010

	
Weld

	
3710493

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
082376

	
000

	
KEITH BICKFORD AND FRANCES F. BICKFORD, H & W

	
DIAMOND OPERATING, INC.

	
07/15/2010

	
Weld

	
3710494

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
082389

	
000

	
MARY R. BLOOM AND CHARLES S. BLOOM, W & H

	
DIAMOND OPERATING, INC.

	
07/24/2010

	
Weld

	
3708955

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
082454

	
001

	
MARK S. BERENSON

	
DIAMOND RESOURCES CO.

	
04/26/2011

	
Weld

	
3770190

	
09N

	
61W

	
09

	
E2 NE,SW NE,NW/4 NE/4 LESS THE "J" SAND FORMATION,


	
082480

	
000

	
WILMA A. DAVIS, A WIDOW

	
DIAMOND OPERATING, INC.

	
07/15/2010

	
Weld

	
3709963

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
082594

	
000

	
 Heir of Carol H. Nalley Deceased a marries woman

	
DIAMOND OPERATING, INC.

	
07/15/2010

	
Weld

	
3715863

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
082998

	
002

	
JOSH H. PARR, A SINGLE MAN

	
DIAMOND OPERATING, INC.

	
11/28/2005

	
Weld

	
3393624

	
09N

	
61W

	
09

	
NE


	
083106

	
000

	
BECKY J. NYGARD, A MARRIED WOMAN DEALING IN HER SOLE AND SEPARATE PROPERTY

	
DIAMOND OPERATING, INC.

	
07/07/2010

	
Weld

	
3706553

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
083148

	
000

	
JOHN G. REID II, A MARRIED MAN DEALING IN HIS SOLE AND SEPARATE PROPERTY

	
DIAMOND OPERATING, INC.

	
06/24/2010

	
Weld

	
3706552

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
083149

	
000

	
CLARENCE WILLIAM ROBINSON, JR. AND JOSEPHINE C. ROBINSON, HUSBAND AND WIFE

	
DIAMOND OPERATING, INC.

	
07/26/2010

	
Weld

	
3709516

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
083535

	
000

	
DOUGLAS W. WILLIAMSON, AKA D.W. WILLIAMMSON, DEALING IN HIS SOLE AND SEPARATE PROPERTY

	
DIAMOND OPERATING, INC.

	
11/20/2009

	
Weld

	
3674386

	
09N

	
61W

	
09

	
SW


	
083588

	
001

	
RALEIGH WALLACE, F/K/A RALEIGH BERENSON, A MARRIED WOMAN

	
DIAMOND RESOURCES CO.

	
04/13/2011

	
Weld

	
3773111

	
09N

	
61W

	
09

	
E2 NE,SW NE,NW/4 NE/4 LESS THE "J" SAND FORMATION,


	
085038

	
001

	
JOHN M. JOHNSON, ATTORNEY-IN-FACT FOR MARY IMOGENE JOHNSON, A/K/A PEGGY JOHNSON, A WIDOW

	
DIAMOND RESOURCES CO.

	
01/31/2011

	
Weld

	
3752326

	
09N

	
61W

	
09

	
SW NE,E2 NE,NW NE


	
087599

	
001

	
MARIANNE BERENSON, A MARRRIED WOMAN

	
DIAMOND RESOURCES CO.

	
05/25/2011

	
Weld

	
3794074

	
09N

	
61W

	
09

	
E2 NE,SW NE,NW NE, LESS THE 'J' SAND FORMATION


	
089359

	
000

	
SNOWFLAKE TRUST DATED DECEMBER 29, 2006, CHARLOTTE I. RAMSEY, TRUSTEE, C/O INTEGRITY FIRST BANK

	
DIAMOND OPERATING, INC.

	
06/07/2010

	
Weld

	
3699514

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
089365

	
000

	
PAUL KING JONES, DEALING IN HIS SOLE AND SEPARATE PROPERTY

	
DIAMOND OPERATING, INC.

	
05/25/2010

	
Weld

	
3698749

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
089366

	
000

	
WILSON H. SCOTT, DEALING IN HIS SOLE AND SEPARATE PROPERTY

	
DIAMOND OPERATING, INC.

	
05/25/2010

	
Weld

	
3698748

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
089367

	
000

	
GLORIA A. MCINTOSH, A MARRIED WOMAN DEALING IN HER SOLE AND SEPARATE PROPERTY

	
DIAMOND OPERATING, INC.

	
06/11/2010

	
Weld

	
3700382

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2









 


 




  





  











  







 


 




	
 


AGMT#


 

	  

Subs#

	
 



Lessor



	
 


Lessee

	
Effective 


Date

	County	Book/Page/Desc	TWN	RNG	SEC	Description
	
089368

	
000

	
JOHN TUMA, A MARRIED MAN DEALING IN HIS SOLE AND SEPARATE PROPERTY

	
DIAMOND OPERATING, INC.

	
06/11/2010

	
Weld

	
3699690

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
089369

	
000

	
PRISCILLA TUMA RIDGELL, A SINGLE WOMAN

	
DIAMOND OPERATING, INC.

	
06/11/2010

	
Weld

	
3701169

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
089370

	
000

	
HAYDEN HITCHCOCK AND KAREN HITCHCOCK, HUSBAND AND WIFE

	
DIAMOND OPERATING, INC.

	
04/09/2010

	
Weld

	
3692376

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
089371

	
000

	
HOLLY HITCHCOCK GOURLEY, DEALING IN HER SOLE AND SEPARATE PROPERTY

	
DIAMOND OPERATING, INC.

	
06/15/2006

	
Weld

	
3403745

	
09N

	
61W

	
04

	
NE


	
089372

	
000

	
LOIS I. SCOTT, A WIDOW

	
DIAMOND OPERATING, INC.

	
05/25/2010

	
Weld

	
3697470

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
118355

	
000

	
EDWARD M. ROBINSON, A SINGLE MAN

	
DIAMOND OPERATING, INC.

	
07/29/2010

	
Weld

	
3711059

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
118356

	
000

	
C. WAYNE SMITH, A WIDOWER

	
DIAMOND OPERATING, INC.

	
07/28/2010

	
Weld

	
3711058

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
118357

	
000

	
WILLIAM EARL SMITH AND MERILYNNE R. SMITH, HUSBAND AND WIFE

	
DIAMOND OPERATING, INC.

	
07/29/2010

	
Weld

	
3720659

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
118358

	
000

	
EARL J. ROBINSON AND MARY M. ROBINSON, HUSBAND AND WIFE

	
DIAMOND OPERATING, INC.

	
07/29/2010

	
Weld

	
3714319

	
09N

	
61W

	
04

	
S2 NE, LOT1, LOT2


	
119531

	
000

	
FRANKLIN R. GRAY, A MARRIED MAN DEALING IN HIS SOLE AND SEPARATE PROPERTY

	
DIAMOND OPERATING, INC.

	
8/27/2010

	
Weld

	
3727574

	
09N

	
61W

	
4

	
S2 NE, LOT1, LOT2


	
119534

	
000

	
B. THOMAS GRAY, A/K/A BRETT T. GRAY, A MARRIED MAN

	
DIAMOND OPERATING, INC.

	
8/27/2010

	
Weld

	
3729821

	
09N

	
61W

	
4

	
S2 NE, LOT1, LOT2


	
121162

	
000

	
SHARON R. JONES, A SINGLE WOMAN DEALING IN HER SOLE AND SEPARATE PROPERTY

	
DIAMOND OPERATING, INC.

	
9/22/2010

	
Weld

	
3724812

	
09N

	
61W

	
4

	
S2 NE, LOT1, LOT2


	
121179

	
000

	
RONALD J. SCHULTZ, A MARRIED MAN DEALING IN HIS SOLE AND SEPARATE PROPERTY

	
DIAMOND OPERATING, INC.

	
9/30/2010

	
Weld

	
3724811

	
09N

	
61W

	
4

	
S2 NE, LOT1, LOT2











 









 




  





  











  








Exhibit D:  Form of Assignment


 




	
STATE OF COLORADO

	
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COUNTY OF WELD

	
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ASSIGNMENT







THIS ASSIGNMENT (this “Assignment”), dated effective as of December 1, 2013 at 7:00 a.m. Mountain Time (the “Effective Time”), is from CONTINENTAL RESOURCES, INC., an Oklahoma corporation, whose address is 20 North Broadway, Oklahoma City, Oklahoma 73102 (“Assignor”), to RED HAWK PETROLEUM, LLC, a Nevada limited liability company, whose address is 4125 Blackhawk Plaza Circle, Suite 201A, Danville, California 94506 (“Assignee”). Assignor and Assignee shall be referred to herein, individually as a “Party,” and collectively, as the “Parties.”







For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions of this Assignment, Assignor does hereby assign, transfer and convey unto Assignee all of its right, title, and interest in, to and under the leasehold estates created by the oil and gas leases (the “Leases”) described in Exhibit A hereto, insofar as and only insofar as the Leases cover the land (the “Land”) described in Exhibit A hereto, together with all of its rights incident thereto, the personal property thereon, appurtenant thereto, or used in connection with the Leases and Land.







TO HAVE AND TO HOLD the Leases and Land unto Assignee, and Assignee’s successors and assigns, subject to the following.







Assignor warrants title to the Leases and Land, free and clear of all liens and encumbrances arising by, through and under Assignor, but not otherwise, subject to and burdened by the terms and conditions of this Assignment, the Leases, and a proportionate part of all landowners’ royalties, overriding royalties and other burdens of record as of the Effective Time.







EXCEPT FOR THE SPECIAL WARRANTY OF TITLE IN THIS ASSIGNMENT, THE LEASES AND LAND ARE BEING CONVEYED WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, AT COMMON LAW OR OTHERWISE, AND THE PARTIES HEREBY EXPRESSLY DISCLAIM, WAIVE AND RELEASE ANY AND ALL WARRANTIES OF MERCHANTABILITY, CONDITION, SAFETY OR FITNESS FOR A PARTICULAR PURPOSE, AND ASSIGNEE ACCEPTS THE LEASES AND LAND “AS IS, WHERE IS, WITH ALL FAULTS, WITHOUT RECOURSE.” THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE DISCLAIMERS CONTAINED IN THIS ASSIGNMENT ARE “CONSPICUOUS” FOR THE PURPOSES OF SUCH APPLICABLE LAW.







All exhibits attached hereto are hereby incorporated herein and made a part of this Assignment for all purposes, as if set forth in full herein. References in such exhibits to instruments on file in the public records are hereby incorporated by reference herein for all purposes. The references in this Assignment or in the exhibits hereto to liens, encumbrances, agreements and other burdens shall not be deemed to recognize or create any rights in third parties. This Assignment shall be binding upon and inure to the benefit of the Parties, and their respective successors and assigns. The Parties shall use their reasonable efforts in good faith to execute all instruments and take all other action reasonably necessary to consummate the transactions contemplated by this Assignment. This Assignment may be executed in one or more counterparts, which, taken together, shall be deemed to be one assignment.







[signature page follows]














  





  











  






 


IN WITNESS WHEREOF, the undersigned have executed this instrument to be effective for all purposes as of the Effective Time.


 


 




	  	
RED HAWK PETORLEUM, LLC


	  	  
	  	  
	  	
By: _______________________________________


	  	
Name:  Clark R. Moore


	  	
Title:    EVP


	  	  
	  	  
	  	
CONTINENTAL RESOURCES, INC.


	  	  
	  	  
	  	  
	  	
By:  ______________________________________


	  	
Name:  ____________________________________


	  	
Title:  _____________________________________


	  	  
















 




	
STATE OF _____________

	
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§


	
COUNTY OF ___________

	
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This instrument was acknowledged before me this ____ day of _____________ 2014, by ____________________________, known to me to be the __________ of Red Hawk Petroleum, LLC, a Nevada limited liability company, who affirmed that the foregoing instrument was signed on behalf of the company and that the execution of this instrument was the free act and deed of the company.


 



 



	 	 	
___________________________________


Notary Public in and for the State of Colorado







Commission Expires: _____________________      


	 	 	 	 
	 	 	 	 





 


 




 




	
STATE OF OKLAHOMA

	
§


	  	
§


	
COUNTY OF OKLAHOMA

	
§












On this ___ day of_____________________, in the year 2014, before me personally appeared Steven K. Owen, known to me to be the Sr. Vice President of Land of Continental Resources, Inc., an Oklahoma corporation, who affirmed that the foregoing instrument was signed on behalf of the corporation and that the execution of this instrument was the free act and deed of the corporation.







 



	 	 	                                                                 (Sign)
	 	 	
                                                    (Print Name)


 


	
My Commission Expires:


_______________________________

	 	
________________________County, Oklahoma