ASSIGNMENT, ASSUMPTION, AND
NOVATION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION, AND NOVATION
AGREEMENT (this “ Samson / 360 Investments Assignment
Agreement ”), dated this __ day of March, 2006 (the
“ Effective Date ”), is made by and
among SAMSON INVESTMENT COMPANY, a Nevada corporation (“
Samson ”), 360 INVESTMENTS LLC, a Delaware
limited liability company (“ 360 Investments
”), and GENERAL ELECTRIC COMPANY, a New York corporation
(“ GE ”).
WHEREAS, Samson and GE are parties to that
certain Stock Purchase Agreement of even date herewith, pursuant to
which Samson is to acquire all of the issued and outstanding
capital stock of Springer Mining Company, a Nevada corporation (the
“ Springer Agreement ”) from GE, a copy
of which agreement is attached hereto as Exhibit A;
WHEREAS, Samson desires to assign all of its
right, title, and interest in and to the Springer Agreement to 360
Investments (subject to 360 Investments undertaking all of
Samson’s obligations thereunder) and 360 Investments is
willing to accept such assignment of rights and to undertake to
fulfill all of such obligations;
WHEREAS, the parties hereto understand that this
Samson / 360 Investment Assignment Agreement is one of a series of
assignments of, and transactions involving, the Springer Agreement
(of which the “ 360 Investments Subsequent Assignment
Agreement ” is a component and a copy of which
agreement is attached hereto as Exhibit B);
WHEREAS, GE has agreed to consent to the terms
and conditions set forth in this Samson / 360 Investments
Assignment Agreement in the context of the 360 Investments
Subsequent Assignment Agreement, subject to the terms and
conditions hereof and thereof;
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
1.
Samson hereby irrevocably and
unconditionally sells, conveys, assigns, grants, transfers and
delivers to 360 Investments and its successors and permitted
assignees, to its own use and benefit forever, all of
Samson’s right, title and interest in and to the rights
granted under
