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968300 12/16/2021 02:14:10 PM Page 2 of 28 <br /> Jean Alberico, Garfield County, Colorado <br /> Rec Fee: $148.00 Doc Fee: $0.00 eRecorded <br /> accepts and acquires from Assignor,all of Assignor's right,title and interest in and <br /> to the Property Agreements. <br /> b. As of the Effective Date,and subject to Section 2 below,ASL hereby assumes and <br /> agrees to pay, perform and discharge all of the Assumed Liabilities in and under <br /> the Property Agreements. <br /> 2. Contribution Agreement.The assignments and assumptions by Assignor and ASL pursuant <br /> to this Agreement are subject to the terms and conditions set forth in the Contribution <br /> Agreement, and in the event of any conflict or inconsistency between the terms of this <br /> Agreement and those of the Contribution Agreement, the terms and conditions of the <br /> Contribution Agreement shall prevail. <br /> 3. Amendment. This Agreement may be amended only by an agreement in writing executed <br /> by all of the Parties hereto. <br /> 4. Capitalized Terms. Capitalized terms used but not otherwise defined herein shall have the <br /> respective meanings ascribed to them in the Contribution Agreement. <br /> 5. Binding Effect.This Agreement is for the benefit of and shall be binding upon the Parties <br /> hereto and their respective successors and assigns. <br /> 6. Governing Law. This Agreement shall be construed, interpreted and enforced in <br /> accordance with the laws of the State of Wyoming, without regard to any choice of law <br /> rules that would require the application of the laws of any other jurisdiction. <br /> 7. Counterparts. This Agreement may be executed in one or more counterparts,each of which <br /> will be deemed an original but all of which together will constitute one and the same <br /> instrument. <br /> [signatures follow] <br />