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20220730.5 contractual part of this Agreement, and in consideration of the mutual agreements, provisions and covenants herein contained, the parties hereby agree as follows: 1. Assignment. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title and interest in and to the Agreement as of the Effective Date. 2. Assumption. Assignee hereby assumes all obligations under the Agreement from and after the Effective Date. Assignee shall not assume, or in any way be responsible or liable for, any liability, obligation, claim or expense of Assignor arising out of the Agreement prior to the Effective Date, whether absolute, contingent, accrued, known or unknown. Assignor hereby represents and warrants to Assignee that: (a) Assignor has no knowledge of any breach of the Agreement; and (b) Assignor has not previously assigned the Agreement to any third party. Assignor shall indemnify Assignee for any and all claims, liability, and expense resulting from Assignee's breach of the terms of the Agreement prior to the Effective Date. 3. Further Assurances. The Assignor hereby covenants and agrees that, at any time and from time to time after the date of this Assignment, at the Assignee's request, the Assignor will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, any and all further acts, conveyances, transfers, assignments and assurances as necessary to assign or transfer to the Assignee the Agreement. 4. Governing Law. This Assignment and all disputes, claims or controversies relating to, arising out of, or in connection with this Assignment, shall be governed by and construed in accordance with the internal laws of the State of Nebraska without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws rules of the State of Nebraska. 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 Assignment. The counterparts of this Assignment may be executed and delivered by facsimile or other electronic signature by either Party to the other Party, and the receiving Party may rely on the receipt of such document so executed and delivered by facsimile or other electronic means as if the original had been received. IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed on the date first above written. SPIRIT IN THE SKY, L.L.C., A Nebraska Limited Liability Company Page 2 of 3 II, Sole Member "Assignor"