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