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:
1.
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 Xxxxxx 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 Xxxxxx can execute this document
on behalf of G & G Mining Corp.
2. 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.
3. Assignor Bound.
Assignor hereby accepts and acknowledges the liabilities the Company accrued for
ongoing filings with the Securities and Exchange Commission.
4. 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.
5. 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.
6. 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.
7. Applicable
Law. California, other than choice of law, shall govern the
validity, construction, interpretation and effect of this
Agreement.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
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 |
