Exhibit 2.3
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement") is
made as of March 20, 2003, by and between Command International Acquisition
Corporation, a Delaware corporation ("Assignor") and Algiers Resources, Inc., a
Delaware corporation ("Assignee").
W I T N E S S E T H:
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WHEREAS, pursuant to a Plan and Agreement of Reorganization dated as of
July 1, 2002, as amended as of February 24, 2003, between Assignor, Command
International Group, Inc. ("CIG") and shareholders of CIG (the "CIG Agreement"),
Assignor was given the right to acquire all of the issued and outstanding shares
of common stock of CIG in exchange for 5,239,238 shares of common stock, par
value $.001 per share, of Assignor ("Assignor Common Stock");
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as March
20, 3003, between Assignee, Algiers Merger Co., a wholly owned subsidiary of
Assignee ("Merger Co.") and Assignor (the "Merger Agreement"), Assignor will
merge with and into Merger Co. with Merger Co. continuing as the surviving
corporation, and each outstanding share of Assignor Common Stock will be
converted into one share of common stock, par value $.001 per share, of Assignee
upon the filing of the Certificate of Merger with the Delaware Secretary of
State;
WHEREAS, as a condition of Assignee entering into the Merger Agreement,
Assignor agreed that it will assign all of its right, title and interest under
the CIG Agreement to Assignee, subject to any and all liabilities in connection
therewith;
WHEREAS, Assignee has agreed to assume all of the right, title and
interest under the CIG Agreement, including any and all liabilities thereof; and
WHEREAS, the execution and delivery of this Agreement for the purpose
of effecting the transactions contemplated therein, have been duly authorized
and approved by the Board of Directors of each of Assignor and Assignee.
NOW, THEREFORE, effective as of the date first above written, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. ASSIGNMENT. Assignor hereby sells, conveys, transfers, assigns and delivers
unto Assignee all of Assignor's right, title and interest under the CIG
Agreement, subject to any and all liabilities in connection therewith, to be
held and enjoyed by Assignee for its own use and benefit and the for the use and
benefit of its successors and assigns, forever.
2. ASSUMPTION. Assignee hereby assumes all of Assignor's right, title and
interest under the CIG Agreement and agrees to pay, perform and discharge when
due all of the obligations, duties and liabilities pursuant to the CIG
Agreement.
3. FURTHER ACTIONS. Each party hereby covenants that, from time to time, at the
request of the other party, it will execute and deliver to the requesting party
such other instruments of conveyance, transfer and assumption and take such
other actions as the requesting party may reasonably request so as more
effectively to transfer the Assets and any rights and Liabilities thereunder, to
Assignee.
4. GOVERNING LAW. This Agreement and any questions relating to its validity,
interpretation, performance and enforcement, shall be governed by and construed
in accordance with the laws of the State of New York without regard to its
conflicts of laws provisions.
5. COUNTERPARTS. This Agreement 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 together shall constitute one and the same instrument.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Agreement to
be executed as of the day and year first stated above.
COMMAND INTERNATIONAL ACQUISITION
CORPORATION
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
President
ALGIERS RESOURCES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
President
Command International Group, Inc. does hereby consent and agree this
20th day of March 2003 to the assignment of all of Assignor's right, title and
interest under the CIG Agreement to Assignee as set forth in this Agreement.
COMMAND INTERNATIONAL GROUP, INC.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
President
