DESIGNATION, ASSIGNMENT, AND ASSUMPTION AGREEMENT
THIS
DESIGNATION, ASSIGNMENT, AND ASSUMPTION AGREEMENT (“Agreement”)
is
made and entered into as of October 20, 2008, by and between SAMSON INVESTMENT
COMPANY, a Nevada corporation (“Samson”),
and
THE
SAINT
XXXXX COMPANY, a
North
Carolina corporation (“St.
Xxxxx”).
RECITALS
WHEREAS,
Samson and Neqtar Wines PTY LTD (“Neqtar”)
are
parties to that certain Letter of Intent, dated as of March 17, 2008
(“LOI”),
which
sets forth certain terms and conditions of a proposed acquisition by Samson
or
its nominee of all outstanding shares of capital stock of Neqtar for certain
specified consideration;
WHEREAS,
internal business policies at Samson permit “nominee”-type transactions for its
principals;
WHEREAS,
the project memorialized by the LOI is a Samson project for X. Xxxxxxx, an
authorized signatory and principal of Samson;
WHEREAS,
X. Xxxxxxx is a stockholder of St. Xxxxx and expects to gain economic value
from
the project memorialized by the LOI through his equity in St. Xxxxx rather
than
through his equity in Samson; and
WHEREAS,
Samson desires to designate St. Xxxxx as its nominee under the LOI and to vest
in, and to assign, convey, grant, and set over unto, St. Xxxxx all of Samson’s
right, title, and interest thereunder, and St. Xxxxx desires so to be designated
and thereafter to assume, perform, and discharge all of Samson’s agreements and
obligations thereunder.
AGREEMENT
NOW,
THEREFORE, in
consideration of the foregoing Recitals (which Recitals are hereby incorporated
into the body of this Assignment), the mutual covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Purchaser and Nominee hereby agree as follows:
1. Designation,
Assignment and Acceptance.
Samson
hereby designates St. Xxxxx as the “nominee” and, in accordance therewith,
hereby vests in, assigns, conveys, grants, and sets over unto, St. Xxxxx all
of
Samson’s right, title, and interest in and to the LOI.
2. Assumption.
Nominee
hereby accepts the foregoing designation and assignment and agrees to be bound
by and perform each and every obligation of Samson under the LOI.
3. Ratification;
Notification to Seller.
Samson
and Nominee acknowledge that certain activities in respect of a potential
transaction between St. Xxxxx and Nominee have occurred subsequent to the date
of the LOI through and including the date hereof, all of which activities are
hereby ratified to have been proper activities of Nominee, notwithstanding
their
occurrence prior to the date hereof. Further, during such period, Samson
represents and warrants that it had notified Seller of the designation of St.
Xxxxx as Xxxxxx’x nominee.
4. Governing
Law.
This
Assignment shall be governed by and construed under the laws of the State of
Nevada.
ST.
JAMES_SAMSON ASSIGNMENT
1
5. Counterparts.
This
Agreement may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which, when so executed and delivered
shall be an original, but all such counterparts shall together constitute one
and the same instrument.
6. Miscellaneous.
This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective successors and assigns. The headings and captions are for
convenience purposes only. This Agreement shall be construed according to its
ordinary meaning and shall not be strictly construed for or against any party
hereto. Any modification or waiver of any term of this Agreement, including
a
modification or waiver of this term, must be in writing signed by the party
against whom enforcement of the modification or waiver is sought. Except for
the
LOI referenced herein, this Agreement constitutes the entire agreement between
the parties pertaining to the subject matter hereof and all prior and
contemporaneous agreements, representations, and understandings, written or
oral, express or implied, are hereby superseded and merged into this Agreement.
Should any term, provision, covenant, or condition of this Agreement be void,
invalid, or inoperative, the same shall not affect any other term, provision,
covenant, or condition of this Agreement, but the remainder thereof shall be
effective as though such void, invalid, or inoperative term, provision,
covenant, or condition had not been contained herein.
IN
WITNESS WHEREOF, the parties hereto have executed this Assignment as of the
date
and year first above written.
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SAMSON
INVESTMENT COMPANY
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a
Nevada corporation
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By:
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/s/
Xxxxxxxxx X. Xxxxxxx
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Xxxxxxxxx
X. Xxxxxxx,
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Executive
Vice President
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THE
SAINT XXXXX COMPANY
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a
North Carolina corporation
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By:
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/s/
Xxxxx Xxxxxxxxx
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Xxxxx
Xxxxxxxxx, President
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ST.
JAMES_SAMSON ASSIGNMENT
2
