ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT is made as of
the Effective Date below by and between the undersigned assignor ("Assignor" or
the “Company”) and the undersigned assignee ("Assignee" and with Assignor, the
“Parties”) and is joined in by the subject debtor "trading" company, identified
on the signature page hereof, for the express purpose stated.
RECITALS
WHEREAS, the Assignor holds
debt securities in the aggregate principal amount stated on the signature page
(the “Debt”) in the company identified below, which Debt claims arose and became
due and is aged in excess of one year from this date; and
WHEREAS, the Assignor wishes
to assign and transfer its rights in the Debt and related to the Assignee and
the Assignee wishes to accept such assignment, all subject to the terms and
conditions herein;
NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants contained
herein, and for other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as
follows:
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1.
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Debt. A. The Assignor
represents that the Assignor is not and has not been, an officer, Director
or 5% or more shareholder of the trading company and in acting as a non
affiliate, is not restricted from assigning this Debt and also the Debt is
a non contingent liquidated obligation owed to it that was created and
became valid in excess of one year prior to this date and that there are
no obligations or liabilities of any kind remaining due from the Assignor
that would be a condition to the validity or collection of the Debt and
that the Assignee by purchasing such Debt as an investor does not become
obligated to perform any of the past agreements, if any, of any nature,
owed by the Assignor to the trading company nor otherwise assumes any
liability known or unknown to
anyone.
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B. Assignor
represents that from the time from when the Debt was created, regardless of how
it was documented at that time or subsequently, the Assignor, with the
cooperation of the trading company, could have obtained a consolidation of the
Debt into a promissory note, debenture, conversion agreement or similar
instrument given the debtor was a trading company and indicated to the Assignor,
among other things, as others it deals with that it sometimes utilizes its
common stock in commercial dealings to compensate persons, provide incentives,
settle matters, and otherwise. Assignor represents that the
outstanding nature of the Debt being unpaid and the Assignor relying upon the
debtor to succeed in its business to attain the ability to repay the Debt has
caused the Assignor to become, among other things, an investor in the debtor
which rights, as a non affiliate of the debtor, have been transferred hereby to
the Assignee.
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C. Subject
to the terms and conditions set forth herein, Assignor hereby assigns and
transfers to Assignee, and Assignee hereby purchases and acquires from Assignor,
the Debt. As consideration for such Assignment, Assignee shall pay
Assignor the amount on the signature page hereof being the "Assignment Payment."
As part of the Debt assignment, Assignor shall transfer all related supportive
documents to the Assignee and all UCC and other financing rights, but in no
event is the Assignee required to investigate or verify the Debt or supportive
documents since it is a commercial representation by the Assignor that the Debt
is real and support is true and complete.
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2.
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Assignor Bound.
Assignor hereby accepts the foregoing assignment and transfer and promises
to be bound by and upon all the covenants, agreements, terms and
conditions set forth herein.
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3.
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Benefit and
Assignments. This Agreement shall be binding upon and
inure to the benefit of the Parties hereto and their respective successors
and assigns; provided that no party, except Assignee, shall assign or
transfer all or any portion of this Agreement without the prior written
consent of the other party.
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4.
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Representations.
Assignor warrants and represents that it/he/she has good title to said
Debt, full authority to sell and transfer same, that any shareholder or
Board of Director approval of the Assignor has been obtained, and that
said Debt is being sold free and clear of all liens, encumbrances,
liabilities and adverse claims, of every nature and description. Assignor
further represents that it shall fully defend, protect, indemnify and save
harmless the Assignee and its lawful successors and assigns from any and
all adverse claim that may be made by any party against or relating to
said Debt. Assignor represents and understands that it assigns
any and all debentures, settlement and similar instruments and rights that
would be from the trading company to the Assignor to the Assignee for the
Assignee to use and hold as it
determines.
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5.
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Waiver. Any
party hereto shall have the right to waive compliance by the other of any
term, condition or covenant contained herein. Such waiver shall
not constitute a waiver of any subsequent failure to comply with the same
or any different term, condition or covenant. No waiver, however, is valid
unless in writing and the other Party is notified of same, except if the
waiver is from the Assignee and relates to any dealing between the trading
company and the Assignee in which case notice to the Assignor is not
relevant.
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6.
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7.
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Further
Representations. The Assignee and Assignor represent they are both
(1) an “accredited investor” within the meaning of Rule 501 of Regulation
D promulgated in relation to the Securities Act of 1933, as amended,
and (2) sophisticated and experienced in making investments,
and (3) capable, by reason of their business and financial experience, of
evaluating the relative merits and risks of an investment in the
securities, and (4) they are able to afford the loss of investment in the
securities. Wherever the context shall require, all words herein in the
masculine gender shall be deemed to include the feminine or neuter gender,
all singular words shall include the plural, and all plural shall include
the singular. From and after the date of this Agreement, Assignor agrees
to execute whatever additional documentation or instruments as are
necessary to carry out the intent and purposes of this Agreement or to
comply with any law. The failure of any party at any time to insist upon
strict performance of any condition, promise, agreement or understanding
set forth herein, shall not be construed as a waiver or relinquishment of
any other condition, promise, agreement or understanding set forth herein
or of the right to insist upon strict performance of such waived
condition, promise, agreement or understanding at any other time. Except
as otherwise provided herein, each party hereto shall bear all expenses
incurred by each such party in connection with this Agreement and in the
consummation of the transactions contemplated hereby and in preparation
thereof. This Agreement may only be amended or modified
at any time, and from time to time, in writing, executed by the parties
hereto. Any notice, communication, request, reply or advice
(hereinafter severally and collectively called “Notice”) in this Agreement
provided or permitted to be given, shall be made or be served by
delivering same by overnight mail or by delivering the same by a
hand-delivery service, such Notice shall be deemed given when so
delivered. For all purposes of Notice, the addresses of the parties shall
be the last known address of the party. Assignor agrees to
cooperate in respect of this Agreement, including reviewing and executing
any document necessary for the performance of this Agreement, to comply
with law or as reasonably requested by any party hereto, or legal counsel
to any party hereto. Representations of the Assignor shall survive the
closing of this Agreement.
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8.
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Headings. The
paragraph headings of this Agreement are for convenience of reference only
and do not form a part of the terms and conditions of this Agreement or
give full notice thereof.
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9.
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Severability. Any
provision hereof that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability, without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
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10.
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Entire
Agreement. This Agreement contains the entire
understanding between the parties, no other representations, warranties or
covenants having induced either party to execute this Agreement, and
supersedes all prior or contemporaneous agreements with respect to the
subject matter hereof. This Agreement may not be amended or
modified in any manner except by a written agreement duly executed by the
party to be charged, and any attempted amendment or modification to the
contrary shall be null and void and of no force or
effect.
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11.
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Joint Drafting and
Execution. The parties agree that this Agreement hereto
shall be deemed to have been drafted jointly by all parties hereto, and no
construction shall be made other than with the presumption of such joint
drafting. This Agreement may be executed by the parties hereto in one or
more counterparts, each of which shall be deemed an original and which
together shall constitute one and the same instrument. In lieu
of the original documents, a facsimile transmission or copy of the
original documents shall also be as effective and enforceable as the
original.
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Effective
Date: 11/12/10
Amount of
Debt: $100,000
Description
of Debt: Promissory Note
Assignment
Payment:$100,000,(Payable $12,500 upon execution, $12,500 on 11/26/10, $25,000
on 12/3/10, $25,000 on12/17/10 and $25,000 on 12/30/10)
Name of
Trading Company: Uranium 308 Corp.
Name of
Assignor: XXXXXXXXX
State of
Incorporation of Assignor: N/A
Address
of Assignor: ____________________________
Name of
Assignee: YYYYYYYYY
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The
undersigned hereby execute this document the Effective Date
noted:
Name of
Assignor: XXXXXXXXX
___________________________
XXXXXXXXX
Assignee:
YYYYYYYYY
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By:
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Authorized
Officer:______________________
Trading
Company
The
undersigned trading company hereby joins in for the following express purposes:
it hereby agrees
and confirms the statements as to the past and current nature of the Debt and
relationship with the Assignor and otherwise above as true and complete, and
that it approves of the assignment stated above and has all necessary Board of
Director and Shareholder approval, if any, needed.
Name of
Trading Company: Uraniun 308 Corp.
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By:
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Xxxxxx
Xxx, President
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