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968300 12/16/2021 02:14:10 PM Page 1 of 28 <br /> Jean Alberico, Garfield County, Colorado <br /> Rec Fee: $148.00 Doc Fee: $0.00 eRecorded <br /> When recorded,please return to: <br /> Carlos Escobar <br /> Solvay Chemicals, Inc. <br /> 3737 Buffalo Speedway, Suite 800 <br /> Houston,TX 77098 <br /> ASSIGNMENT AND ASSUMPTION AGREEMENT <br /> THIS ASSIGNMENT AND ASSUMPTION AGREEMENT("Agreement")is made effective as <br /> of November 1,2021 ("Effective Date"),by and between Solvay Chemicals,Inc.,a Delaware corporation <br /> ("Assignor"),whose address is 3737 Buffalo Speedway, Suite 800,Houston,Texas 77098 and American <br /> Soda LLC, a Delaware limited liability corporation and wholly owned subsidiary of Assignor ("ASL"), <br /> whose address is 3737 Buffalo Speedway, Suite 800,Houston,Texas 77098. Assignor and ASL may be <br /> referred to herein individually as a"Party"or collectively as the"Parties". <br /> RECITALS <br /> A. Assignor holds the leasehold, license or grant of interests in certain leases, easements, <br /> rights-of-way agreements, and other real property agreements more particularly described in Exhibit A <br /> attached hereto and by reference made a part hereof(the"Property Agreements"). <br /> B. Assignor and ASL entered into a Contribution Agreement (the "Contribution <br /> Agreement") effective as of November 1, 2021. Pursuant to the Contribution Agreement, Assignor has <br /> agreed to assign to ASL, and ASL has agreed to assume from Assignor, all of Assignor's rights, title, <br /> interests, obligations and liabilities in and under the Property Agreements, pursuant to the terms and <br /> conditions set forth in the Contribution Agreement. <br /> C. Assignor desires to transfer and assign to ASL,and ASL desires to accept and assume from <br /> Assignor,the rights and obligations of Assignor to the Property Agreements and the Assumed Liabilities <br /> (as defined in the Contribution Agreement),as further described and subject to the terms and conditions set <br /> forth herein. <br /> NOW, THEREFORE, for good and valuable consideration as set forth in this Agreement and the <br /> Purchase Agreement,the receipt and adequacy of which are hereby acknowledged by the Parties,Assignor <br /> and ASL agree as follows: <br /> AGREEMENT <br /> 1. Assignment and Assumption. <br /> a. As of the Effective Date, and subject to Section 2 below, Assignor hereby <br /> contributes, transfers, assigns, conveys and delivers, to ASL, and ASL hereby <br />