ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit 10.2
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (as amended, supplemented, or
otherwise modified from time to time, this “Assignment and
Assumption”) is made as of September 24, 2018 (the
“Effective
Date”), by and among LBE Partners, LLC, a Delaware
limited liability company (the “Company”), ICO
Liquidating Trust, LLC (“the “Assignor”), and Petro
River Oil Corp, a Delaware corporation (the “Assignee”).
WHEREAS, the
Assignor is a member of the Company and owns 66.67% of the
membership interests of the Company (collectively,
“Membership Interests”);
WHEREAS, the
Assignors desires to transfer to the Assignee all of its Membership
Interest of the Company;
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, intending to be
legally bound, the parties hereby agree as follows:
1. Assignment. Each Assignor
hereby irrevocably and unconditionally assigns, transfers, and
delivers to the Assignee the Membership Interests.
2. Assumption. The Assignee hereby
accepts such transfer and assignment of the Membership Interests,
and the rights and obligations pertaining thereto.
3. Binding Effect. This Assignment
and Assumption will be binding upon and will inure to the benefit
of the parties hereto and their respective successors and assigns.
Except for the parties to this Assignment and Assumption and their
respective successors and assigns, no person or entity is or will
be entitled to bring any action to enforce any provision of this
Assignment and Assumption against any of the parties.
4. Governing Law. THIS ASSIGNMENT
AND ASSUMPTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO
THE PRINCIPLES OF CONFLICT OF LAWS THEREOF OR ANY OTHER PRINCIPLE
THAT COULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION.
5. Amendment. This Assignment and
Assumption may be amended only by written instrument duly signed by
each of the parties to this Assignment and Assumption.
6. Further Assurances. Each party
to this Assignment and Assumption hereby agrees, without further
consideration, to execute and deliver, or cause to be executed and
delivered, such additional documents, instruments, conveyances and
assurances and take such further action as may be reasonably
necessary or conducive to the full performance of the terms and
provisions of this Assignment and Assumption.
7. Counterparts. This Assignment
and Assumption may be executed in one or more counterparts and by
facsimile signature, all of which taken together shall constitute
one and the same instrument.
IN
WITNESS WHEREOF, the Assignor and the Assignee have duly executed
this Assignment and Assumption as of October 2, 2018.
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COMPANY:
LBE
PARTNERS, LLC
By:
/s/ Xxxx
Xxxxx
Name:
Xxxx Xxxxx
Title:
Manager
ASSIGNOR:
ICO
LIQUIDATING TRUST, LLC
By:
/s/ Xxxx
Xxxxx
Name:
Xxxx Xxxxx
Title:
Manager
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ASSIGNEE:
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By:
/s/
Xxxxxxx Xxxxxxx
Name:
Xxxxxxx Xxxxxxx
Title:
President
