ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST
Exhibit 10.6
THIS
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST
(“Assignment”),
is entered into as of November 6, 2017, by and between the assignor
listed on the signature page hereto (“Assignor”), and Petro River Oil
Corp. (“Assignee”).
W I T N
E S S E T H:
WHEREAS, Assignor
owns a 46.81% membership interest (the “Membership Interest”) in Bandolier
Energy, LLC, a Delaware limited liability company (the
“Company”);
WHEREAS, Assignor
agrees to transfer, assign and sell to Assignee all of its
Membership Interests upon the terms and conditions set forth herein
(the “Assigned
Interests”).
NOW
THEREFORE, for valuable consideration, receipt of which is
acknowledged, Assignor and Assignee agree as follows:
1.
Assignment and
Assumption.
a.
Assignor hereby
assigns, transfers and contributes to Assignee its rights, title
and interest in the Assigned Interests; which Assigned Interests
are currently owned by Assignor.
b.
Assignee hereby
accepts the foregoing assignment of the Assigned Interests. From
and after the date hereof, Assignee hereby (i) is entitled to
all of Assignor’s benefits in the Company related to the
Assigned Interests, and (ii) is admitted to the Company as a
member of the Company for all federal, state and local corporate,
tax and other purposes.
c.
Assignee
acknowledges and agrees that the Assigned Interests are being
assigned and contributed to Assignee without representations or
warranties of any kind, express or implied.
d.
The Assignee agrees
to pay Assignor an aggregate of 1,466,667 shares of common stock of
the Assignee (the “Common
Stock Issuance”) for the Assigned
Interests.
2.
Further Assurances. Assignor
and Assignee agree to execute such other documents and perform such
other acts as may be reasonably necessary or proper and usual to
effect this Assignment.
3.
Governing Law. This Assignment
shall be governed by and construed in accordance with the laws of
the State of New York.
4.
Successors and Assigns. This
Assignment shall be binding upon and shall inure to the benefit of
Assignor and Assignees and their respective personal
representatives, heirs, successors and assigns.
5.
Counterparts. This Assignment
may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument, and shall become effective when there
exist copies hereof which, when taken together, bear the authorized
signatures of each of the parties hereto. Only one such counterpart
signed by the party against whom enforceability is sought needs to
be produced to evidence the existence of this Assignment.PDF email
signatures shall have the same binding effect as original
signatures. No party hereto shall raise the use of a PDF email to
deliver a signature or the fact that any signature or agreement or
instrument was transmitted or communicated through the use of PDF
email as a defense to the formation of a legal, valid and binding
contractual obligation and each such party forever waives any such
defense.
[SIGNATURE
PAGE TO FOLLOW]
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IN
WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment as of the date first hereinabove written.
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ASSIGNOR:
PEARSONIA WEST INVESTMENTS, LLC
By:
___________________________________
Name:
Xxxx Xxxxx
Title:
Manager
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ASSIGNEE:
PETRO RIVER OIL CORP
By:
___________________________________
Name: Xxxxxxx Xxxxxxx
Title:
President
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