ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT dated May 17, 2004 (this "Assignment") between
CENTRAL ASIAN INDUSTRIAL HOLDINGS N.V., a company incorporated under the laws of
The Netherlands Antilles (the "Assignor"), and NRL ACQUISITION CORP., a
corporation incorporated under the laws of the State of Delaware (the "Assignee"
and, together with the Assignor, collectively, the "Parties" and each, a
"Party").
WITNESSETH
WHEREAS:
(A) The Assignor is a party to the Master Agreement dated May 9, 2002 between
Chaparral Resources, Inc., a corporation organized under the laws of the
State of Delaware (the "Company"), and the Assignor (the "Master
Agreement");
(B) Pursuant to the Master Agreement, the Company and Central Asian Petroleum
(Guernsey) Limited, a company organized under the laws of Guernsey,
executed and delivered a Promissory Note dated May 10, 2002, having an
aggregate face amount of $4,000,000, in favor of the Assignor (the "CAIH
Note");
(C) In addition to the Master Agreement, the Assignor and the Company entered
into the Registration Agreement dated May 10, 2002 (the "Registration
Agreement" and, together with the Master Agreement and the CAIH Note,
collectively, the "Assigned Agreements" and each, individually, an
"Assigned Agreement");
(D) The Assignor and the Assignee have entered into a Share Purchase Agreement
dated May 17, 2004 (the "Share Purchase Agreement") on and subject to the
terms of which the Assignee has agreed to purchase from the Assignor the
Sale Shares (as defined in the Share Purchase Agreement) and to take an
assignment of the Assigned Agreements; and
(E) It is a condition to the obligation of the Assignee to pay the Purchase
Price (as defined in the Share Purchase Agreement) under the Share Purchase
Agreement that the Assignor execute and deliver this Assignment;
NOW, THEREFORE, to induce the Assignee to enter into the Share Purchase
Agreement and perform its obligations thereunder, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1. Unless otherwise defined in this Assignment, terms defined in the Share
Purchase Agreement are used herein as therein defined.
2. The Assignor hereby grants, transfers and assigns to the Assignee all of
the Assignor's right, title and interest in and to the Assigned Agreements and
all of the
liabilities and obligations arising under the Assigned Agreements on or after
the date of this Assignment, and the Assignee hereby accepts such assignment,
agrees that it is a party to the Assigned Agreements in the place of the
Assignor and agrees to be bound by the terms of each Assigned Agreement.
3. This Assignment may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument, and a Party
may execute this Assignment by signing any such counterpart.
4. No provision of this Assignment shall be waived, amended or modified
except by an instrument in writing duly executed by the Assignee and the
Assignor.
5. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, United States of America, without giving
effect to any conflicts of laws principles thereof which would result in the
application of the laws of another jurisdiction. The provisions of Clause
14.12(b) through (d) (inclusive) of the Share Purchase Agreement shall be
incorporated by reference in this Assignment as if set forth in full herein,
provided that references in such Clauses to "this Agreement" (and correlative
references such as "hereof" and "hereunder") shall be deemed to be references to
this Assignment.
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IN WITNESS WHEREOF, the Parties have executed this Assignment on the date
first above written.
Assignor
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CENTRAL ASIAN INDUSTRIAL
HOLDINGS N.V.
By /s/ Askar Alshinbayev
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Name: Askar Alshinbayev
Title: Managing Director
Assignee
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NRL ACQUISITION CORP.
By /s/ Xxxxxxxxx Xxxxxx
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Name: Xxxxxxxxx Xxxxxx
Title: President
The assignment and transfer
effected by this Assignment
is hereby consented and agreed to:
CHAPARRAL RESOURCES, INC.
By /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Director
CENTRAL ASIAN PETROLEUM
(GUERNSEY) LIMITED
By /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Director
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