ASSIGNMENT
ASSIGNMENT, dated January 23, 2006, among Xxxxxx X. Blomkamp
("Assignor"), Xxxxx Xxxxxx ("Assignee"), and American Goldrush Corporation, a
Canadian corporation (the "Company").
WHEREAS, Assignor is the owner of 15,000,000 common shares (the
"Shares") of the Company;
WHEREAS, Assignor desires to assign, and Assignee desires to accept,
all of Assignor's rights, title, and interest in and to the Shares;
WHEREAS, pursuant to an Agreement, dated September 2003, between
Assignor and the Company (the "September 2003 Agreement"), the Shares are
subject to subject to an irrevocable option previously granted by Assignor to
the Company, which option grants the Company the right to redeem all or any
portion of the Shares at any time at an exercise price of CDN $0.01 per share;
and
WHEREAS, the Assignee agrees to accept the Shares subject to the terms
and provisions of the September 2003 Agreement.
NOW THEREFORE, the parties hereto agree as follows:
1. Assignment. Assignor hereby gifts, assigns, and transfers without
any consideration, and Assignor hereby accepts, all of Assignor's rights, title,
and interest in and to the Shares. Given the fact that no stock certificates
have been issued evidencing the Shares, said assignment of the Shares shall be
evidenced by execution and delivery of this Agreement and a stock power duly
executed in blank, or other instruments of transfer in form and substance
reasonably satisfactory to Assignee and the Company.
2. Representations and Warranties of Assignor. In consideration of
Assignee's acceptance of the Shares, Assignor represents and warrants to
Assignee and the Company as follows:
2.1 Authority. Assignor has the right, power, authority and
capacity to execute and deliver this Assignment, to consummate the transactions
contemplated hereby and to perform his obligations under this Assignment. This
Assignment constitutes the legal, valid and binding obligations of Assignor,
enforceable against Assignor in accordance with the terms hereof.
2.2 Ownership. Assignor is the sole record and beneficial
owner of the Shares, has good and marketable title to the Shares, free and clear
of all Encumbrances (defined below), other than Encumbrances provided under the
September 2003 Agreement and under applicable securities laws, and has full
legal right and power to sell, transfer and deliver the Shares to Assignee.
"Encumbrances" means any liens, pledges, hypothecations, charges, adverse
claims, options, preferential arrangements or restrictions of any kind,
including, without limitation, any restriction of the use, voting, transfer,
receipt of income or other exercise of any attributes of ownership. Upon the
execution and delivery of this Assignment, Assignee will receive good and
marketable title to the Shares, free and clear of all Encumbrances, other than
Encumbrances under the September 2003 Agreement and under applicable securities
laws. There are no stockholders' agreements, voting trust, proxies, options,
rights of first refusal or any other agreements or understandings with respect
to the Shares.
2.3 No Further Interests. Neither Assignor nor any of his
affiliates has any interest, direct or indirect, in any shares of capital stock
or other equity in the Company or has any other direct or indirect interest in
any tangible or intangible property which the Company uses or has used in its
business, or has any direct or indirect outstanding indebtedness to or from the
Company, or related, directly or indirectly, to its assets, other than the
Shares.
2.4 Valid Issuance. The Shares are duly authorized, validly
issued, fully paid and non-assessable, and were not issued in violation of any
preemptive or similar rights.
2.5 No Conflict. None of the execution, delivery, or
performance of this Assignment, and the consummation of the transactions
contemplated hereby, conflicts or will conflict with, or (with or without notice
or lapse of time, or both) result in a termination, breach or violation of (i)
any instrument, contract or agreement to which Assignor is a party or by which
he is bound, or to which the Shares are subject; or (ii) any federal, state,
local or foreign law, ordinance, judgment, decree, order, statute, or
regulation, or that of any other governmental body or authority, applicable to
Assignor or the Shares.
2.6 No Consent. No consent, approval, authorization or order
of, or any filing or declaration with any governmental authority or any other
person is required for the consummation by the Assignor of any of the
transactions on its part contemplated under this Assignment.
2.7 Release. Assignor and his agents, representatives, heirs
and affiliates and their respective successors and assigns (collectively, the
"Releasors") hereby irrevocably and unconditionally release, and forever
discharge the Company and its employees, stockholders, officers, directors,
agents, representatives and direct and indirect affiliates and their respective
successors and assigns, and all persons, firms, corporations, and organizations
acting on their behalf (collectively referred to as the "Company Related
Entities") of and from any and all actions, causes of actions, suits, debts,
charges, demands, complaints, claims, administrative proceedings, liabilities,
obligations, promises, agreements, controversies, damages and expenses
(including but not limited to compensatory, punitive or liquidated damages,
attorney's fees and other costs and expenses incurred), of any kind or nature
whatsoever, in law or equity, whether presently known or unknown (collectively,
the "Claims"), which any of the Releasors ever had, now have, or hereafter can,
shall, or may have, for, upon, or by reason of any matter, cause, or thing
whatsoever against any of the Company Related Entities.
3. Representations and Warranties of Assignee.
3.1 Restricted Securities. Assignee understands that the
Shares have not been registered under the Securities Act of 1933, as amended, or
registered or qualified under any the securities laws of any state or other
jurisdiction, are "restricted securities," and cannot be resold or otherwise
transferred unless they are registered under the Securities Act, and registered
or qualified under any other applicable securities laws, or an exemption from
such registration and qualification is available. Each certificate for any
Shares shall bear a legend to the foregoing effect.
3.2 Legends. Assignee understands that the Shares are subject
to the September 2003 Agreement, and that the certificates evidencing the Shares
shall contain a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of the certificates for such
shares):
THE SECURITES REPRESENTED HEREBY ARE SUBJECT TO AN OPTION
PURSUANT TO THE AGREEMENT DATED AS OF SEPTEMBER 30, 2003 BY
AND BETWEEN AMERICAN GOLDRUSH CORPORATION AND XXXXXX X.
BLOMKAMP, AND THE ASSIGNMENT, DATED JANUARY 23, 2006, BY AND
BETWEEN XXXXXX X. BLOMKAMP, XXXXX XXXXXX, AND AMERICAN
GOLDRUSH CORPORATION.
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND
NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF,
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW OF ANY STATE
OR OTHER JURISDICTION OR THERE IS AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER, THAT AN EXEMPTION THEREFROM IS
AVAILABLE AND THAT SUCH DISPOSITION IS IN COMPLIANCE WITH
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
4. Indemnification; Survival.
4.1 Indemnification. Each party hereto shall jointly and
severally indemnify and hold harmless the Company, the other party, and such
other party's agents, beneficiaries, affiliates, representatives and their
respective successors and assigns (collectively, the "Indemnified Persons") from
and against any and all damages, losses, liabilities, taxes and costs and
expenses (including, without limitation, attorneys' fees and costs)
(collectively, "Losses") resulting directly or indirectly from (a) any
inaccuracy, misrepresentation, breach of warranty or non-fulfillment of any of
the representations and warranties of such party in this Assignment, or any
actions, omissions or statements of fact inconsistent with in any material
respect any such representation or warranty, (b) any failure by such party to
perform or comply with any agreement, covenant or obligation in this Assignment.
4.2 Survival. All representations, warranties, covenants and
agreements of the parties contained herein or in any other certificate or
document delivered pursuant hereto shall survive the date hereof until the
expiration of the applicable statute of limitations.
5. Miscellaneous.
5.1 Further Assurances. From time to time, each party shall
take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable, including as required by applicable laws,
to consummate and make effective as promptly as practicable the transactions
contemplated by this Assignment.
5.2 Notices. All notices or other communications required or
permitted hereunder shall be in writing shall be deemed duly given (a) if by
personal delivery, when so delivered, (b) if mailed, three (3) business days
after having been sent by registered or certified mail, return receipt
requested, postage prepaid and addressed to the intended recipient as set forth
below, or (c) if sent through an overnight delivery service in circumstances to
which such service guarantees next day delivery, the day following being so
sent:
(1) If to Assignor:
Xxxxxx X. Blomkamp
0000 Xxxxxx Xxxxx
Xxxx Xxxxxxxxx X0 0X0 X0X
(2) If to Assignee:
Xxxxx Xxxxxx
0000-000 Xxxxx Xxxxxx
Xxxxxxxxx, X.X., Xxxxxx, X0X 0X0
(3) If to the Company
American Goldrush Corporation
Xxxxx 000, 0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, X.X., Xxxxxx X0X 0X0
Any party may change the address to which notices and other communications
hereunder are to be delivered by giving the other parties notice in the manner
herein set forth.
5.3 Choice of Law. This Assignment shall be governed,
construed and enforced in accordance with the laws of the Province of British
Columbia, Canada, without giving effect to principles of conflicts of law.
5.5 Entire Agreement. This Assignment sets forth the entire
agreement and understanding of the parties in respect of the transactions
contemplated hereby and supersedes all prior and contemporaneous agreements,
arrangements and understandings of the parties relating to the subject matter
hereof. No representation, promise, inducement, waiver of rights, agreement or
statement of intention has been made by any of the parties which is not
expressly embodied in this Assignment.
IN WITNESS WHEREOF, the parties have duly executed this Assignment as
of the date first above written.
/s/ XXXXXX X. BLOMKAMP
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XXXXXX X. BLOMKAMP
/s/ XXXXX XXXXXX
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XXXXX XXXXXX
AMERICAN GOLDRUSH CORPORATOIN
By: /s/ Xxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxx
Title: President
