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Exhibit 10.2
ASSIGNMENT AND AGREEMENT
This Assignment and Agreement ("Assignment") is made and entered into
this day of November, 2004, by Texas Energy Trust Company (TETCO) (a Delaware
Business Trust), (the "Assignor") and Prima Oil Company, Inc. (a Delaware
Corporation), (at times together referred herein as the "Purchaser") and Cobham
Gas Industries, Inc., a Delaware corporation (the "Corporation").
WHEREAS, the Assignor has executed this Assignment providing of the
transfer of all of its interest in the stock of the Corporation to the
Purchaser;
WHEREAS, Assignor has produces for the closing original stock
certificates issued by the Corporation to the Assignor; and
WHEREAS, Assignor wished to provide indemnification for the validity of
the transfer;
NOW, THEREFOR WITNESSETH:
1. Assignment. The Assignors, being the sole owners of all the issued and
outstanding shares of stock in the Corporation, COBHAM HAS INDUSTRIES,
INC., a Delaware corporation, do hereby ASSIGN, SET OVER, TRANSFER, and
DELIVER, unto the Purchaser, all of its right, title and interest in
and to the Corporation COBHAM GAS INDUSTRIES, INC.: two thousand one
hundred (2100) shared of common stock in the Corporation.
Certificates for shares shall be transferred from Assignor to
Purchaser contemporaneously herewith, and the undersigned does hereby
request the Corporation to transfer the said shares on the books of the
Corporation.
Further, The Assignor does hereby covenant and agree to execute any all
further assignment, documents, or other evidences of transfer necessary to
implement the foregoing assignment, it being the intent of this document to
transfer one hundred percent (100%) of the issued and outstanding shares of the
Corporation to the Purchaser.
2. Representation and Warranties. Assignor does hereby covenant,
represent and warrant to the Purchaser, and each of them, as
follows:
(a) This Agreement is legally sufficient to transfer one hundred
percent (100%) of the shares of stock of the Corporation
issued and outstanding to the Purchaser free and clear of all
liens and encumbrances.
(b) The authorized capital stock of the Corporation consists of
10,000 shares of voting and common stock, of which, on this
date, 2100 shares are issued and outstanding. All issued and
outstanding shares have been dully authorized and validity
issued, are fully paid and nonassessable with no liability
attaching to their holder. There are no options, warrants, or
other rights of agreements of any kind for the purchase or
acquisition from, or the issuance of or the sale by, the
Corporation, or any outstanding securities convertible into,
any shares of the authorized capital stock.
(c) Assignors are the beneficial and record owner of all of the
issued and outstanding common stock of the Corporation and
has good and valid title to the shares free and clear of any
lien, pledge, charge, security interest, encumbrance, adverse
claim, option, or equity. On the delivery of the shares on
the closing date and receipt of the purchase price on the
closing date, as provided in the Agreement, the Purchaser
will acquire shares of stock in the Corporation having good
and valid title, free and clear of any lien, pledge, charge
security interest, encumbrance, title retention agreement,
adverse claim, option, or equity.
(d) The execution, delivery and performance of this Assignment by
the Assignors will not conflict with or result in the breach
of any of the terms or provisions of, or constitute a default
under, any note, indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the
Assignor is a party or by which the Assignor can be bound.
3. Hold Harmless and Indemnification. The Assignor does agree to defend,
indemnify and hold harmless the Corporation, the Purchaser, and each of
them their successors and assigns from all demands, legal fees, and
costs, actions, causes of action, damages, assessments, fines,
penalties, and other claims now known or thereafter discovered, in the
event any issues and outstanding share or shares in the Corporation.
The Assignors covenant that they will reimburse the Corporation or
Purchase or each of them, as the case may be, for all sums of money
which the Corporation or the Purchaser shall pay or become liable to
pay by reason of the foregoing, and will make such payments to the
Corporation and Purchaser as soon as either shall become liable
therefore, whether or not the Corporation or the Purchaser shall have
paid out such sums of any part thereof.
The provisions of this section be binding on Assignors' successors and
assigns, and shall be in addition to any other obligations and liabilities
Assignors may have to the Corporation or to the Purchasers at law or equity.
WITNESS the following signatures effective as of the 5th day of
November, 2004.
TEXAS ENERGY TRUST COMPNAY
BY: /S/ ▇.▇. ▇▇▇▇▇▇▇
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ITS: Trustee
PRIMA OIL COMPANY, INC.
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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ITS: President