AGREEMENT FOR THE SALE AND ASSIGNMENT AND AFFIRMATION OF OBLIGATIONS
AFFIRMATION
OF OBLIGATIONS
THIS
AGREEMENT FOR THE SALE AND ASSIGNMENT AND AFFIRMATION OF OBLIGATIONS
(“Agreement”) is made as of November 10, 2010, by and among XXXXXXXXX (the
“Assignor”); YYYYYYYYY (the “Assignee”); and Uranium 308 Corp., a Nevada
corporation (the “Corporation”).
RECITALS
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A.
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The Corporation is
indebted to the Assignor in the principal amount of US$100,000.00
(the “Indebtedness”) for money lent by the Assignor to the Corporation on
March 10, 2008.
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B.
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The
Assignor desires to sell and assign to the Assignee a portion of the
Indebtedness in the principal amount of $20,000.00 (the
“Assigned Indebtedness”).
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C.
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The
Assignor and the Assignee desire that the Corporation agree to the sale
and assignment of the Assigned Indebtedness and, additionally, the
Corporation affirm to the Assignee the obligation of the Corporation to
the Assignee to pay the Assigned Indebtedness, on those terms and subject
to those conditions specified in that certain Promissory Note for the
principal amount of $100,000.00, dated March 10, 2008, signed on and
delivered on behalf of the Corporation, a copy of which is attached to
this Agreement marked Exhibit “A” and the provisions of which, by this
reference, are made a part here of as though specified completely and
specifically at length hereat (the “Promissory
Note”).
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NOW,
THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND UNDERTAKINGS
SPECIFIED IN THIS AGREEMENT AND FOR GOOD AND OTHER VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE
OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES TO THIS AGREEMENT HEREBY AGREE AS
FOLLOWS:
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1.
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Recitals. The above
recitals are true and correct and, by this reference, are made a part of
this Agreement proper, as though specified completely and specifically at
length in this Agreement proper.
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1
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2.
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Sale and Assignment of the
Assigned Indebtedness. In exchange, and as consideration, for the
payment by the Assignee to the Assignor of $20,000.00, the Assignor hereby
sells, assigns, transfers, conveys, delivers, and sets over unto the
Assignee all right, title, and interest of the Assignor in and to the
Assigned Indebtedness, including, but not limited to, any and all security
or collateral for or securing the Assigned Indebtedness; all such right,
title and interest to be held and enjoyed by the Assignee for the
Assignee’s use and behoof and for the use and behoof of the Assignee’s
successors and assigns, as fully, completely, and entirely as the same
would have been held and enjoyed by the Assignor if this sale and
assignment had not occurred.
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3.
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Consent to and Affirmation of
Assigned Indebtedness. The Corporation hereby irrevocably and
unconditionally consents to the sale and assignment of the Assigned
Indebtedness, on the terms and subject to the conditions specified in this
Agreement. The Corporation hereby confirms, ratifies, and
affirms, as its obligation, and shall pay or cause to be paid, when due
and payable, all of the Assigned Indebtedness, on the terms and subject to
the conditions specified in the Promissory Note. The Assigned
Indebtedness is not subject to any counter-claim, offset, or deduction by
the Corporation in any manner
whatsoever.
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4.
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Assignor’s Power and Capacity
to Sign Agreement. The Assignor represents, warrants, and covenants
that as of the date of his execution of this Agreement the Assignor has
the power and capacity to enter into, perform, and deliver this
Agreement.
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5.
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Owner of the Assigned
Indebtedness. The Assignor is the owner of the Assigned
Indebtedness and has not sold, assigned, transferred, conveyed, or
otherwise disposed of the Assigned Indebtedness, or any portion
thereof.
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6.
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Corporation’s Power and
Capacity to Sign Agreement. The Corporation represents,
warrants, and covenants that as of the date of its execution of this
Agreement (a) the persons signing this Agreement for and on behalf of the
Corporation have the power and capacity to enter into, perform, and
deliver this Agreement and (b) the execution and delivery of this
Agreement by the Corporation has been duly authorized by all necessary
action of the Corporation.
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7.
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Assignee’s power and Capacity
to Sign Agreement. The Assignee represents, warrants and
covenants that as of the date of its execution of this agreement the
Assignee has the power and capacity to enter into, perform, and deliver
this Agreement.
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8.
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Status as Officer or Director
of the Corporation. The Assignor is, and during that
90-day period immediately preceding the date of execution of this
Agreement was, not an officer or director of the
Corporation.
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2
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9.
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Status as Control Person of the
Corporation. The Assignor does, and during that 90-day
period immediately preceding the date of execution of this Agreement did,
not control 10% or more of the issued and outstanding securities of any
class of equity securities of the
Corporation.
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10.
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Definitions of “person” and
“control”. As used in this Agreement, in addition to
terms defined elsewhere in this Agreement, the terms “person” and
“control” shall have the respective definitions and meanings specified
hereinafter, and variances and derivatives of those terms shall have
correlative meanings. The term “person” shall include
individual, company, sole proprietorship, corporation, joint venture,
limited liability company, association, joint stock company, fraternal
order, cooperative, league, club, society, organization, trust, estate,
governmental agency, political subdivision or authority, firm,
municipality, congregation, partnership, or other form of entity, whether
active or inactive. The term “control” means the possession,
direct or indirect, of the power to direct or cause the direction or
influence of the management and policies of a person, whether by
membership, ownership of voting securities, contract, or
otherwise.
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11.
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No Change Of the Assigned
Indebtedness. Notwithstanding any other provision of this
Agreement, nothing specified in this Agreement shall in any way supersede,
modify, replace, amend, change, rescind, waive, exceed, expand, enlarge or
in any way affect the Assigned Indebtedness. This Agreement is intended
only to cause and effectuate the herein sale and assignment of the
Assigned Indebtedness.
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12.
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Further
Assurances. Each party, at any time and from time to
time, at any other party's request, shall execute, acknowledge, and
deliver any and all instruments and take any and all action that may be
necessary or proper to carry out, perform, and effectuate the intents and
purposes of the provisions of this Agreement. In the event of
refusal or failure to do so by any party, any other such party shall have
the power and authority, as attorney-in-fact for the party so refusing or
failing, to execute, acknowledge, and deliver such instrument and take any
and all such action.
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13.
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Captions and
Interpretations. Captions of the paragraphs of this
Agreement are for convenience and reference only, and the words specified
therein shall in no way be held to explain, modify, amplify or aid in the
interpretation, construction, or meaning of the provisions of this
Agreement. The language in this Agreement shall always be
construed in accordance with the fair meaning of that language, as if
prepared by all parties and not strictly for or against any
party. The rule of construction which requires a court to
resolve any ambiguities against the drafting party shall not apply in
interpreting the provisions of this
Agreement.
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3
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14.
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Choice of Law and Consent to
Jurisdiction. This Agreement shall be deemed to have
been entered into in the State of Nevada. All questions concerning the
validity, interpretation, or performance of any of the terms, conditions,
and provisions of this Agreement or of any of the rights or obligations of
the parties shall be governed by, and resolved in accordance with, the
laws of the State of Nevada, without regard to conflicts of law
principles.
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15.
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Severability. In
the event any provision of this Agreement, for any reason, is determined
by a court of competent jurisdiction to be invalid, such determination
shall not affect the validity of any remaining provisions of this
Agreement, which remaining provisions shall remain in full force and
effect, as if this Agreement had been executed with such invalid provision
hereof eliminated. It is hereby declared the intention of the
parties that they would have executed the remaining provisions of this
Agreement without including any such provision which, for any reason, may
be hereafter determined to be
invalid.
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16.
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Governmental Rules and
Regulations. The transaction and relationship
contemplated by this Agreement are, and shall remain, subject to any and
all present and future orders, rules and regulations of any duly
constituted authority having jurisdiction of that transaction and
relationship.
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17.
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Force
Majeure. If any party is rendered unable, completely or
partially, by the occurrence of an event of "force majeure" (hereinafter
defined) to perform such party's obligations created by the provisions of
this Agreement, such party shall give to the other parties prompt written
notice of the event of "force majeure" with reasonably complete
particulars concerning such event; thereupon, the obligations of the party
giving such notice, to the extent that those obligations are affected by
the event of "force majeure," shall be suspended during, but no longer
than, the continuance of the event of "force majeure." The
party affected by such event of "force majeure" shall use all reasonable
diligence to resolve, eliminate and terminate the event of "force majeure"
as quickly as practicable. The requirement that an event of "force
majeure" shall be resolved and eliminated with all reasonable diligance,
as hereinabove specified, shall not require the settlement of strikes,
lockouts or other labor difficulties by the party involved, contrary to
such party's wishes, and the resolution of any and all such difficulties
shall be handled entirely within the discretion of the party concerned.
The term "force majeure" as used herein shall be defined as and mean any
act of God, strike, civil disturbance, lockout or other industrial
disturbance, act of the public enemy, war, blockade, public riot,
earthquake, tornado, hurricane, lightning, fire, epidemics, quarantine
restrictions, public demonstration, storm, flood, explosion, freight
embargoes, governmental action, governmental delay, restraint or inaction,
unavailability of equipment, default of a party's subcontractors or
suppliers, and any other cause or event, whether of the kind enumerated
specifically herein, or otherwise, which is not reasonably within the
control of the party claiming such
suspension.
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4
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18.
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Execution in
Counterparts. This Agreement may be prepared in multiple
copies and forwarded (by facsimile or electronic transmission) to each of
the parties to this Agreement for signature. The signatures of
those parties may be affixed to one copy or to separate copies of this
Agreement and when all such copies are received by (facsimile or
electronic transmission) and signed by both such parties, those copies
shall constitute one agreement which is not otherwise separable or
divisible.
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19.
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Expenses. Each
party to this Agreement shall pay such party’s costs and expenses incurred
by such party in connection with the preparation, execution and delivery
of this Agreement and the transaction contemplated by the provisions of
this Agreement.
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20.
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Brokers. No
broker, finder, or investment banker is entitled to any brokerage,
finder’s, or other fee or commission in connection with this Agreement or
the transaction or relationship contemplated by this Agreement or any
related transaction based upon any agreements, written or oral, made by or
on behalf of any party to this
Agreement.
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21.
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Assignment. No
party to this Agreement shall have the right, without the consent of the
other parties to this Agreement, to assign, transfer, sell, pledge,
hypothecate, delegate, or otherwise transfer, whether voluntarily,
involuntarily or by operation of law, any of such party’s rights or
obligations created by the provisions of this Agreement, nor shall the
parties’ rights be subject to encumbrance or the claim of
creditors. Any such purported assignment, transfer, or
delegation shall be null and void.
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22.
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Successors and
Assigns. This Agreement and each of its provisions shall
obligate the heirs, executors, administrators, successors, and assigns of
each of the parties. Nothing specified in this paragraph,
however, shall be a consent to the assignment or delegation by any party
of such party’s respective rights and obligations created by the
provisions of this Agreement.
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23.
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Third Party
Beneficiaries. Except as expressly specified by the
provisions of this Agreement, this Agreement shall not be construed to
confer upon or give to any person, other than the parties hereto, any
right, remedy or claim pursuant to, or because of, this Agreement or of
any term or condition of this
Agreement.
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5
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24.
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Waiver and
Modification. No modification, supplement or amendment
of this Agreement or of any covenant, representation, warranty, condition,
or limitation specified in this Agreement shall be valid unless the same
is made in writing and duly executed by both parties. No waiver
of any covenant, representation, warranty, condition, or limitation
specified in this Agreement shall be valid unless the same is made in
writing and duly executed by the party making the waiver. No
waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing
waiver.
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25.
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Notices. Any
notice, direction or instruction required or permitted to be given
pursuant to this Agreement shall be given in writing by (a) telegram,
facsimile transmission, electronic transmission, or similar method, if
confirmed by mail as provided in this Agreement; (b) mail, if mailed
postage prepaid, by certified mail, return receipt requested; or (c) hand
delivery to any party to this Agreement at the address of such party
specified below. If given by telegram, facsimile transmission,
electronic transmission, or similar method or by hand delivery, such
notice, director or instruction shall be deemed to have been given or made
on the day on which such notice, direction or instruction was delivered,
and if mailed, such notice direction or instruction shall be deemed to
have been given or made on the second (2nd)
business day following the day after which such notice, direction or
instruction was mailed. Any party to this Agreement may, from
time to time by similar notice, give notice of any change of address and
in such event, the address of such party shall be deemed to be changed
accordingly. The address for the notice of each party
is:
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If
to the Company:
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0000
Xxxxx Xxxxxx
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Xxx
Xxxxx, Xxxxxx 00000
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If
to the Assignor:
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XXXXXXXXX
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________________
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________________
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If
to the Assignee:
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YYYYYYYYY
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________________
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26.
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Consent to
Agreement. By executing this Agreement, each party
represents that such party has read or caused to be read this Agreement in
all particulars and consents to the rights, conditions, obligations,
duties, and responsibilities imposed upon such party by the provisions of
this Agreement. Each party represents, warrants, and covenants
that such party executes and delivers this Agreement of such party’s free
will and with no threat, undue influence, menace, coercion or duress,
whether economic or physical. Moreover, each party represents,
warrants, and covenants that such party executes this Agreement acting on
such party's independent judgment.
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6
IN WITNESS WHEREOF, the
parties have executed this Assignment on the day and year specified in the
preamble of this Agreement.
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The
Assignor:
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The
Corporation:
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Uranium
308 Corp., a Nevada Corporation
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By:
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XXXXXXXXX
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Its:
President
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The
Assignee:
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YYYYYYYYY
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By:
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Its:
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