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• AGR1;I;MEN'1'. AND ASSIGNMI;N'1' 6F'. IN'1');RCST IN ``LIMI'1'GD PARTNl;RSNIP <br />'1'IIIS AGRGEMGNT made this .-,~/ day of /`~,!; r_:....-(•..• , 19E37 <br />~y and among FALCON 1;NCRGY, INC., a Colorado corpor.ati.on; JACK 1,. DAI2TUN; <br />JAM1;5 P'. M1;Z0; JOIIN PRIOR; CIIRIS R1;GD and DALC V. ROSC is as. follows: <br />1. '1'lte parties Hereto are partners under a certain Limited Partnership <br />Agreement made on September 3, 1904. <br />2. Jolts Prior desires to withdraw as a limited partner under said <br />himiL-ed 1'arl-nership Agreement- and has offered t-o sell Iris interest- to <br />the remaining limited partners. The remaining limited partners ]rave <br />agreed to purchase the interest of John Prior in equal portions. <br />3. The parties Hereto have agreed to the payment of One Iluttdred <br />'1'Itousand ($100,000.00) Dollars for. t-he limited partnership interest <br />oL• Jolts Prior to be paid one-Lourtlt Uy Jac)c l,. Dar. ton; one-fourth by <br />• James 1~'. Mezo; one-fourth by Chris Reed and one-f:ottrL-h by Dale V. Rose <br />upon execution of tit.i.s agreement-. <br />4. 'l'ire name of the limited partnership is Twin Pines Investmertl_- <br />Limited Partnership. As additional consideration fox the execution <br />of t}ti.s agreement, 'Twin Pines Investment- Limited Partnership agrees to <br />pay L•Ite sum of ForL-y-three Thousand ($43,000.00) Uo].l.ars plus interest <br />to Jolts Prior according to the terms of the promissory nol-e attached <br />hereto and made a part- hereof as >;xhibit A. <br />5. That upon execution of this agreement, payment of the consideratioi. <br />set forth herein and execution of said promissory note, John Prior <br />shall execute assignments of his interest under the limited partnership <br />agreement to the remaining limited partners in equal shares and all <br />• <br />-1(f)- <br />