ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”),
dated
as of ________ __, 2008, is entered into by and between Allegro Biodiesel
Corporation, a Delaware corporation (“Assignor”),
and
Consolidated Energy Holdings, LLC, a Louisiana limited liability company
(“Assignee”),
and is
executed and delivered pursuant to that certain Securities Purchase Agreement,
dated as of June 13, 2008, by and among Assignee, Assignor and the Members
of
Assignee party thereto (the “Agreement”).
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Assignment.
Assignor hereby absolutely and irrevocably grants, bargains, assigns, transfers,
sets over, conveys and delivers to Assignee, and Assignee hereby accepts from
Assignor, all of Assignor’s right, title and interest in and to the Employee
Liabilities.
2. Assumption.
Assignee hereby assumes the Employee Liabilities.
3. Further
Assurances.
Assignor and Assignee agree to furnish to each other all such resolutions,
certificates, other documents and access to information and to take such other
action as the other may from time to time reasonably request to evidence,
confirm and fully implement the assignment of assets and assumption of
liabilities made hereby.
4. Successors
and Assigns.
This
Assignment shall be binding upon and shall inure to the benefit of the parties
hereto and their successors and assigns.
5. Counterparts.
This
Assignment may be executed in any number of counterparts, each of which when
so
executed and delivered shall be deemed an original and all of which taken
together shall constitute but one and the same instrument.
6. Facsimile
or Email Signatures.
Any
signature page delivered pursuant to this Assignment via facsimile or by email
of pdf signature pages shall be binding to the same extent as an original
signature. Any party who delivers such a signature page agrees to later deliver
an original counterpart to any party that requests it.
7. Amendments.
No
amendment, waiver, modification, termination or cancellation of this Assignment
shall be effective unless made in writing and signed by the party against whom
enforcement is sought.
8. Severability.
Wherever possible, each provision of this Assignment shall be interpreted in
such a manner as to be effective and valid under applicable law, but if any
provision of this Assignment shall be prohibited by or invalid under such law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Assignment.
9. Terms
of the Agreement.
The
terms of the Agreement are incorporated herein by this reference. In the event
of any conflict or inconsistency between the terms of the Agreement and the
terms hereof, the terms of the Agreement shall govern.
10. Governing
Law.
This
Assignment shall for all purposes be governed by the laws of the State of
California without regard to choice of law or conflicts of law
provisions.
11. Definitions.
Unless
otherwise defined herein, capitalized terms shall have the meanings given to
such terms in the Agreement.
[Signature
Page to Follow]
IN
WITNESS WHEREOF, the parties have caused this Assignment to be executed and
delivered as of the date first above written.
| ASSIGNOR: | ||
| ALLEGRO BIODIESEL CORPORATION | ||
| |
|
|
| By: | W. Xxxxx Xxxxx, III | |
|
Name: W. Xxxxx Xxxxx, III
Title: Chief Executive
Officer
|
||
| ASSIGNEE: | ||
| CONSOLIDATED ENERGY HOLDINGS, LLC | ||
| |
|
|
| By: | /s/ Xxxx Xxxxx | |
|
Name:
Xxxx Xxxxx
Title:
Member authorized by the Manager
|
||
|
|
||
