Exhibit D
CONFORMED COPY
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.
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 Alshinbaev
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Askar Alshinbaev
Managing Director
Title:
Assignee
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NRL ACQUISITION CORP.
By /s/ R. Xxxxxxxxx Xxxxxx
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R. Xxxxxxxxx Xxxxxx
President
The assignment and transfer effected by this Assignment is hereby consented and
agreed to:
CHAPARRAL RESOURCES, INC.
By
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Name:
Title:
CENTRAL ASIAN PETROLEUM
(GUERNSEY) LIMITED
By
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Name:
Title:
