For
Recorder’s Use Only
Recording
Requested By and
When
Recorded Return to:
LittlePringle2,
LLC
2026
McGaw Ave
Irvine,
CA 92614
Attn: Michael
McIntosh
ASSIGNMENT
AND ASSUMPTION AGREEMENT
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THE
STATE OF TEXAS
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§
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KNOW
ALL MEN BY THESE PRESENTS:
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COUNTY
OF HUTCHINSON
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§
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This
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Agreement
”) is made, dated and effective as of October 6, 2008 (the
“ Effective Date ”), between HIGHER POWER
ENERGY, LLC (“ Assignor ”), a Texas limited
liability company and LITTLEPRINGLE2, LLC (“ Assignee
”), a Delaware limited liability company.
RECITALS
:
WHEREAS,
Assignor has been involved in the development of a wind power
electricity generating project in Hutchinson County, Texas known as
Little Pringle Two (the “ Project ”);
and
WHEREAS,
Assignor has entered into that certain Option Agreement described
in Exhibit A attached hereto (the “
Option ”) with respect to the Project; and
WHEREAS,
Assignor now desires to forever assign, convey and transfer to
Assignee all of its rights, title and interests in connection with
the Option and Assignee desires to receive such rights and assume
all of the obligations, responsibilities and liabilities of
Assignor in, to or under the Option first arising or accruing on or
after the Effective Date.
AGREEMENT
:
NOW,
THEREFORE , in
consideration of the mutual agreements herein contained and other
good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, the parties hereby agree as
follows:
1.
Assignment . As of the Effective Date, Assignor
has assigned, conveyed and transferred and by these presents hereby
does assign, convey and transfer to Assignee all of its rights,
title and interests in, to and under the Option.
2.
Assumption . Assignee hereby takes and accepts as
of the Effective Date, all of Assignor’s rights, title and
interests in, to and under the Option, and from and after the
Effective Date, Assignee shall be responsible for and shall perform
all of those obligations, responsibilities and liabilities in, to
and under the Option first arising or accruing on or after the
Effective Date.
3.
Assignee’s Indemnification . Assignee
hereby indemnifies, protects, defends and holds Assignor,
Assignor’s officers, employees and members and all of their
respective successors and assigns, harmless from any and all
claims, damages, losses, suits, proceedings, costs and expenses,
including, without limitation, reasonable attorneys’ fees
(collectively, “ Losses ”), both known and
unknown, present and future, at law or in equity, arising out of,
by
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