DOMESTIC AND FOREIGN LIMITED LIABILITY COMPANY ANNUAL REPORT SECRETARY OF STATE ID Number 2015 27,501,900 WO Number: SFN 50060 (09-2015) (Limited Liability Company Name, Commercial or Noncommercial Registered Agent Name and Address) Filed: By: REPORT DUE NOVEMBER 16, 2015 1. FILING FEES: HILLS AND PRAIRIE PROPERTIES, LLC $50.00 If postmarked on or before November 16, 2015 $100.00 If postmarked after November 16, 2015 MARK BERNSTEIN 784 HIGHWAY 43 SOURIS, ND 58783- 2. State or Country of Origin TYPE OR PRINT LEGIBLY North Dakota SEE INSTRUCTIONS FOR FEE, FILING AND MAILING INFORMATION For reference, see N.D.C.C., Section 10-32-149. 3. Business activities actually engaged in (be specific) 4. Federal ID Number 5. Telephone Number MINERAL OWNERSHIP/MINERAL LEASING/OIL & GAS ROYALTY INCOME (701) 228-3546 6. Address of principal executive office (Street/RR, City, State, ZIP+4). If incorrect, cross out and correct as necessary. Street address MUST be provided; may not be only a post office box. 784 HIGHWAY 43 7. SOURIS, ND 58783- MANAGEMENT OF THE LIMITED LIABILITY COMPANY Provide names and addresses of the persons managing the LLC and designate if the person is a member manager, a manager of a managing board, or a governor of a board and supply any official title assigned to the person. (At least one must be provided.) Complete Mailing Address Member Board Name Title Manager Manager Governor (Street/RR, PO Box, City, State, ZIP+4) 8. "I, the undersigned, have read the foregoing annual report, know the contents, and believe the statements made to be true. I understand that if I make a false statement in this document, I may be subject to criminal penalties." Signature 9. Name of person to contact about this document Date Email Address Daytime Telephone Number SFN 50060 (09-2015) Page 2 of 4 10. Provide the name and address where the report may be returned for corrections, additional information, or payment (if necessary). Attention Business/Firm Name Mailing Address City State Mailing Address: Annual Report Processing Center Secretary of State State of North Dakota PO Box 5513 Bismarck ND 58506-5513 Fax Number: (701) 328-0106 ZIP Code SFN 50060 (09-2015) Page 3 of 4 DOMESTIC AND FOREIGN LIMITED LIABILITY COMPANY ANNUAL REPORT - 2015 The annual report must conform to the requirements of North Dakota Century Code, Section 10-32-149. Submission of the report does not constitute "filing" the annual report. It is imperative that the report be completed in its entirety according to the following instructions. If the report must be returned for additions or corrections, the limited liability company may be subject to late filing penalties. LIMITED LIABILITY COMPANY NAME: The limited liability company's name is pre-printed on the form exactly as it is stated in the limited liability company's Articles of Organization or in the Certificate of Authority of a foreign limited liability company. By law, a limited liability company may only change its legal name by filing an amendment to the Articles of Organization or an amended Certificate of Authority of a foreign limited liability company. Forms are available from the Secretary of State's website at sos.nd.gov or contact the Secretary of State. COMMERCIAL OR NONCOMMERCIAL REGISTERED AGENT/AGENT'S ADDRESS: By law, all limited liability companies must continuously maintain a commercial or noncommercial registered agent and have the name and address of that agent on file with the Secretary of State. The name pre-printed under the limited liability company name at the top of the report is the name of the commercial or noncommercial registered agent currently on file with the Secretary of State. A Commercial or Noncommercial Registered Agent/Office Statement of Change form is enclosed to be completed if the limited liability company needs to change either the agent or the address of the agent. If a change is not required to either the agent or the agent's address, the Commercial or Noncommercial Registered Agent/Office Statement of Change form can be discarded. INSTRUCTIONS: The following numbered instructions correspond to the numbers on the annual report form. 1. DUE DATE: The report is due on or before November 16, 2015. FILING FEE: $50.00 if the report is postmarked on or before November 16, 2015. $100.00 if postmarked after November 16, 2015. Payment of the fees may be made by credit card (VISA, MasterCard, or Discover) or checks payable to the Secretary of State for negotiable United States funds. NONREFUNDABLE FEE: North Dakota law provides that annual report filing fees and late filing fees are nonrefundable when a limited liability company submits an annual report and fails to provide sufficient information or fees to enable the Secretary of State to file the annual report. The nonrefundable fees are credited to the state general fund. (N.D.C.C. Section 10-32-150) 2. The state or country of origin of the limited liability company has been preprinted on the form. Do not make changes to the state or country of origin. 3. Provide the specific business activities in which the limited liability company is actually engaged in North Dakota if not already pre-printed as previously reported. You may change the business activity on the form if not correctly stated. "Any lawful business" or "general business purposes" cannot be accepted. 4. To properly maintain limited liability company records, the Federal ID number is requested. PRIVACY: In compliance with N.D.C.C. Section 10-32-153.1, the disclosure of the Federal ID number on this form is voluntary. The number is not disclosed to the public. The number is used by the Secretary of State to maintain accurate limited liability company files. Therefore, while voluntary disclosure is requested, failure to do so will not result in rejection of the annual report. 5. A telephone number of the limited liability company is required. The telephone number of the limited liability company's executive office as previously reported is preprinted on the form. Change the number if no longer correct. 6. The address of the limited liability company's executive office is preprinted as previously reported to this office. Complete if blank, or if this address is no longer correct, cross out the incorrect address and provide the correct complete address. This address may not be only a post office box. 7. A North Dakota limited liability company may be managed by managers, a board of governors, or managing members as provided in its operating agreement. Provide the names and addresses of the persons managing the limited liability company and check the box(es) to designate any as member managers, managers of a board, or a governor. If an official title is assigned to this role by the operating agreement of the limited liability company, supply the official title. Provide ALL persons managing the limited liability company; at least one name must be provided. A foreign (out-of-state) limited liability company should reflect its managers and governors as required by the laws of the jurisdiction where organized. 8. The report must be dated and bear the signature of someone authorized by the limited liability company articles, bylaws or agreement, or by a resolution approved by the board of governors or members. 9. Provide the name, e-mail address, daytime telephone number, and extension, if any, of the person to contact for any issues related to this report. The email address is not disclosed to the public; this information is privatized in accordance with N.D.C.C. Section 44-04-18.21. INSTRUCTIONS FOR COMPLETING PAGE 2: To process your annual report more efficiently, please provide the following information. It is not a part of the report's legal requirements and will not be retained as a part of the public record. However, if the report must be returned to the filer for additions or corrections, the following information will make it possible to send it direct to the filer's contact person who can provide a timely response. Occasionally, returned reports are misplaced or misdirected within a filer's office, which sometimes results in the assessment of a late filing fee. Your volunteering the requested information may prevent that from happening and result in faster processing of your report. 10. Provide the name and mailing address where the Secretary of State should return the report, if necessary, for corrections, additional information, or payment. SFN 50060 (09-2015) Page 4 of 4 DOMESTIC AND FOREIGN LIMITED LIABILITY COMPANY ANNUAL REPORT - 2015 ASSISTANCE: If assistance is required to complete the annual report, contact the Secretary of State at (701) 328-4284. EMAIL: Email is not a secure utility for the transmission of private information or credit card authorizations. DO NOT EMAIL YOUR DOCUMENT TO THE SECRETARY OF STATE. FAX FILING: The document and Credit Card Payment Authorization may be faxed to (701) 328-0106. A faxed filing does not expedite the process of the document in the office of the Secretary of State. When faxing an annual report to the Secretary of State, maintain the fax transmission log as proof that the annual report was timely filed. MAILING INSTRUCTIONS: Send the completed annual report to: Annual Report Processing Center Secretary of State State of North Dakota PO Box 5513 Bismarck ND 58506-5513 Telephone: (701) 328-4284 Toll-Free: (800) 352-0867 (option 2) Fax: (701) 328-0106 Website: sos.nd.gov CREDIT CARD PAYMENT AUTHORIZATION SECRETARY OF STATE Amount Authorized SFN 51478 (04-2014) (All items required to complete transaction) Name Telephone Number Address City VISA Account Number MasterCard State Signature (Required by Credit Card Companies) Discover CSC Number * ZIP Code Card Expires Month Year Date - * (CSC is the three-digit security code on the back of your card by the signature)