DESIGNATION, ASSIGNMENT,
AND ASSUMPTION AGREEMENT
THIS DESIGNATION, ASSIGNMENT, AND ASSUMPTION
AGREEMENT (“ Agreement ”) is made and
entered into as of October 20, 2008, by and between SAMSON
INVESTMENT COMPANY, a Nevada corporation (“
Samson ”), and THE SAINT JAMES COMPANY, a
North Carolina corporation (“ St. James
”).
RECITALS
WHEREAS, Samson and Neqtar Wines PTY LTD
(“ Neqtar ”) are parties to that
certain Letter of Intent, dated as of March 17, 2008 (“
LOI ”), which sets forth certain terms and
conditions of a proposed acquisition by Samson or its nominee of
all outstanding shares of capital stock of Neqtar for certain
specified consideration;
WHEREAS, internal business policies at Samson
permit “nominee”-type transactions for its
principals;
WHEREAS, the project memorialized by the LOI is
a Samson project for C. Johnson, an authorized signatory and
principal of Samson;
WHEREAS, C. Johnson is a stockholder of St.
James and expects to gain economic value from the project
memorialized by the LOI through his equity in St. James rather than
through his equity in Samson; and
WHEREAS, Samson desires to designate St. James
as its nominee under the LOI and to vest in, and to assign, convey,
grant, and set over unto, St. James all of Samson’s right,
title, and interest thereunder, and St. James desires so to be
designated and thereafter to assume, perform, and discharge all of
Samson’s agreements and obligations thereunder.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals
(which Recitals are hereby incorporated into the body of this
Assignment), the mutual covenants contained herein, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Purchaser and Nominee hereby agree
as follows:
1.
Designation, Assignment
and Acceptance .
Samson hereby designates St. James as the “nominee”
and, in accordance therewi
