ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement") is entered
into as of March 26, 2008, by and between Fresh Ideas Media, Inc., a
Nevada corporation ("FMI"), and Community Alliance, Inc., a Nevada
corporation ("Community Alliance").
RECITALS
WHEREAS, FMI is the beneficial owner and owner of record of 100 shares
of common stock of Our Best Wishes, Inc., a Nevada corporation ("Our
Best Wishes"), which constitutes 100% of the issued outstanding capital
stock of Our Best Wishes (such shares, the "Assigned Interests"); and
WHEREAS, FMI desires to assign, transfer and deliver to Community
Alliance, and Community Alliance desires to assume, receive and accept,
the Assigned Interests.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. Assignment of the Assigned Interests. FMI hereby assigns,
transfers and delivers to Community Alliance all of its right, title
and interest in the Assigned Interests, being one hundred percent
(100%) of the issued and outstanding capital stock of Our Best Wishes.
2. Assumption of the Assigned Interests. Community Alliance
hereby assumes, receives and accepts the Assigned Interests, and in
consideration of the assignment described in Section 1 hereby covenants
and agrees that it shall assume any and all liabilities arising out of
or relating to the Assigned Interests, known or unknown, whether
arising on, prior to, or following the date hereof. In connection with
the foregoing, Community Alliance hereby agrees to indemnify and hold
harmless FMI from and against any and all liabilities, losses,
obligations, damages, costs and expenses (including attorneys' fees and
expenses) incurred by FMI in connection with or relating to the
business and operations of Our Best Wishes.
3. Governing Law; Binding Effect. This Agreement shall be
governed by and construed in accordance with the laws of the State of
Nevada, without reference to the principles of conflict of laws of such
State. This Agreement shall be binding upon, shall inure to the
benefit of, and shall be enforceable by the parties and their
respective legal representatives, successors and permitted assigns.
5. Effective Date. For all purposes hereof, this Agreement shall
be deemed effective as of the date first mentioned above.
6. Further Assurances. Each of the parties hereto does hereby
covenant and agree, without further consideration, to prepare, execute,
acknowledge, file, record, publish, and deliver such other instruments,
documents and statements, and to take such other action as may be
required by law or reasonably necessary to carry out the purposes of
this Agreement.
FRESH IDEAS MEDIA, INC. COMMUNITY ALLIANCE, INC.
By: /s/Xxxxxxx X. Xxx By: /s/Xxxxxxx X. Xxx
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Name: Xxxxxxx X. Xxx Xxxxxxx X. Xxx
Title: President Title: President
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