ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit
2.1
This AGREEMENT is made this
27th
day of February , 2009, by and among 310 Holdings, Inc., a Nevada corporation
("Assignor" or
the “Company”)
and G & G Mining Corp., a Florida corporation ("Assignee" and with
Assignor, the “Parties”).
W I T N E S S E T H:
WHEREAS, Assignor and Assignee
entered into an Agreement and Plan of Merger whereby G & G Mining Corp
(“G & G Mining
Corp” ) was merged into Assignor (the “Merger”);
and
WHEREAS, the shares of common
stock and preferred stock associated with the merger were never issued;
and
WHEREAS, the parties wish to
unwind that transaction;
NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
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1.
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Assignment of Assets
and Liabilities. Subject to the
terms and conditions set forth herein, Assignor hereby assigns and
transfers to Assignee, and Assignee agrees to assume all assets and
liabilities of G & G Mining Corp., for consideration of G & G
Mining Corp. issuing all outstanding shares of capital stock required
pursuant to the merger and subsequent transactions in the name G & G
Mining Corp. The Parties agree and acknowledge that, following the
execution of this Agreement, the Assignor shall have a total of 63,700,000
shares issued and outstanding. The assignment is contingent upon receipt
at the time of execution by the Assignor of the resignation of Xxxx Xxxxx
as officer and director of Assignor and appointment of Xxxxxx Xxxxxx as
sole officer and director, such that Xxxxxx Xxxxxx can execute this
document for the Company and Xxxx Xxxxx can execute this document on
behalf of G & G Mining Corp.
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2.
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Assignee Bound.
Assignee 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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Assignor Bound.
Assignor hereby accepts and acknowledges the liabilities the Company
accrued for ongoing filings with the Securities and Exchange
Commission.
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4.
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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
shall assign or transfer all or any portion of this Agreement without the
prior written consent of the other party, and any such attempted
assignment shall be null and void and of no force or
effect.
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5.
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Covenant of
Assignee.
Assignee warrants and represents that Assignee will fully cooperate with
providing all requisite information needed for Assignor to complete and
file all filings with the Securities and Exchange
Commission.
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6.
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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.
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7.
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Applicable
Law. California, other than choice of law, shall govern
the validity, construction, interpretation and effect 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. 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.
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12.
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Counterparts. 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 be as effective and enforceable as the
original.
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IN WITNESS WHEREOF, each of
the parties hereto has caused this Assignment and Assumption to be executed as
of the day and year first above written.
310 Holdings,
Inc. G & G Mining Corp.
By:___________________________ By:___________________________
Print
Name: Xxxxxx
Xxxxxx
Print Name: Xxxx Xxxxx
