Exhibit 10.15
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment Assumption Agreement ("Assignment and Assumption") is being
executed and delivered by the undersigned, MONDAS MINERALS, INC., a Delaware
corporation ("MONDAS"), and assignee XXXXX XXXXXXXX ("ASSIGNEE") pursuant to and
in accordance with the terms and provisions of that certain Agreement and Plan
of Merger dated February 4, 2011 ("MERGER AGREEMENT") by and among Mondas, CCG
ACQUISITION CORP., a Delaware corporation and wholly-owned subsidiary of Mondas
("MERGER SUBSIDIARY"), CONSUMER CAPITAL GROUP INC., a California corporation
("CCG") and XXXXX XXXXXXXX, an individual. Capitalized terms used in this
Agreement and not defined in context shall have the meanings ascribed to them in
the Merger Agreement.
On this 4th day of February 2011 (the "Closing Date") and immediately after
the Closing of the Merger, Mondas ("ASSIGNOR") hereby absolutely transfers,
assigns, sets-over and conveys, irrevocably and without recourse, to Assignee,
any and all assets, both tangible and intangible (the "ASSETS"), owned by the
Assignor prior to the consummation of the Merger under the Merger Agreement,
including, without limitation, the following:
(i) all accounts, including, without limitation, deposit accounts,
investment accounts, all present and future rights of the Assignor to payment
for services rendered, all accounts receivable, notes receivable, contract
rights, book debts, debentures, drafts and other obligations or indebtedness
owing to the Assignor, no matter how they arise (including, without limitation,
any such obligation that might be characterized as an account, contract right or
general intangible under the UCC in effect in any jurisdiction);
(ii) all inventory, including, without limitation, all goods, merchandise
and other personal property, now owned by the Assignor;
(ii) all intellectual property, including, without limitation, royalty
rights, copyrights, trademarks and domain names;
(iii) all real property owned by the Assignor, including but not limited to
the mining interest indicated on Schedule 1 attached hereto;
(iv) all contract rights including without limitation leases and options
and the documents evidencing such rights; and
(v) all furniture, fixtures and equipment;
provided, however, that assigned Assets shall exclude shares of the capital
stock of Merger Subsidiary or its subsidiaries or affiliates, the books and
records (including legal documents) of Mondas, and any Assets that may be
acquired after the Closing Date by Mondas and its subsidiaries that do not
relate to the business and operations of the Assignor.
1
<PAGE>
The Assignor represents and warrants that the Assignor is the owner and
holder of the Assets being assigned by the Assignor pursuant to the terms hereof
and has the requisite corporate power and authority to transfer title of the
Assets to the Assignee pursuant to this Assignment and Assumption. The Assignor
represents that this Assignment and Assumption has been duly authorized and that
the person signing for same has full power and authority in the premises.
By executing this Assignment and Assumption, the Assignee hereby expressly
assumes, and agrees to pay or otherwise perform or discharge, the Assignor's
liabilities existing prior to the Closing of the Merger, whether known or
unknown, including without limitation (i) all of the Assignor's unsatisfied
debts, claims, commitments, suits, obligations, and other liabilities, (whether
absolute, accrued, asserted or unasserted, fixed, contingent or otherwise)
arising out of the Assignor's ownership of the Assets and from the operation of
the Assignor's business or other activities of the Assignor prior to the Closing
Date including, without limitation, contractual obligations (including lease
obligations), local, state and federal taxes, license fees, accrued and unpaid
costs of overhead, employment related liabilities (including wages and
liabilities related to employee benefit plans and collective bargaining
agreements), liabilities that may arise from adverse claims, disputes,
proceedings, investigations or inquiries (asserted, instituted or rendered, or
otherwise existing or occurring, prior to, on or at any time after, the date of
the Merger) arising out of the Assignor's ownership of the Assets, from the
operation of the Assignor's business or other activities of the Assignor prior
to the Closing Date, accounts payable and trade debts and commitments based on
express or implied warranties, and any taxes, fees, expenses, liabilities, debts
or obligations of the Assignor relating to this Assignment or Assumption or the
Merger; (ii) the indemnification liabilities and the Assignor's indemnification
responsibilities as set forth in or arising under (A) its Certificate or
Articles of Incorporation (as amended) or Bylaws (as amended) prior to the
Closing Date, (B) the Assignor's obligations under the Merger Agreement,
including but not limited to the indemnification obligations set forth therein,
and (C) any indemnity agreements entered into with its officers and directors
which were in effect at any time prior to the Closing of the Merger; and (iii)
any costs and expenses incurred or to be incurred in connection with the
transfer and assumption of the same.
The Assignor and the Assignee hereby agree and acknowledge that the Merger
Subsidiary and the recipients of the merger consideration are third party
beneficiaries of, and have acted in reliance upon, this Assignment and
Assumption. This Assignment and Assumption may not be amended, terminated or
nullified without the express written consent of the parties hereto.
[Remainder of Page Left Blank Intentionally]
2
<PAGE>
THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAWS RULES THEREOF.
ASSIGNOR: MONDAS MINERALS CORP.
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxx
Chief Executive Officer
ASSIGNEE:
/s/ Xxxxx Xxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxx, an individual
3
<PAGE>
SCHEDULE 1
MINING INTEREST
State of Nevada - Xxxxxxxxx County
US Dept. of Interior - Bureau of Land Management Unpatented Mining Claim Serial
Numbers:
Claim Name Serial Number Section Township Range Meridian
---------- ------------- ------- -------- ----- --------
RAM1 NMC-985862 26 5S 41E MDB&M
RAM2 NMC-985863 26 5S 41E MDB&M
RAM3 NMC-985864 26 5S 41E MDB&M
RAM4 NMC-985865 26 5S 41E MDB&M
Attached hereto is
Mondas Minerals Corp. BLM Active Claim report
dated 12/27/2010
4
