ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit 5.5
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") is effective as of the close of business on March 26, 2012, by and between Exclusive Building Services, Inc., a Nevada Corporation ("Assignor"), and Xxxxxxxx X. Xxxxxx and Xxxxxx Xxxx Xxxxxx (who together are referred to as the “Assignee”).
RECITALS
A.
Whereas, the Assignor has agreed to assign and transfer to Assignee all of Assignor's right, title and interest in and to all the Assets as defined below related and incidental to the business of Assignor (the “Business”), as it was conducted on and prior to the incorporation of TO Sports Innovation, Inc. (“TO”).
B.
The Assignor and Assignee have agreed to cause Assignee to assume and to fully perform and satisfy and be liable for all of the liabilities and obligations of Assignor as defined below (the "Assumed Liabilities"), associated with the Business or Assets, and Assignee agreed to accept Assets and assume said liabilities.
C.
Whereas, for the purpose of this Agreement, “Assets” shall mean all personal property (both tangible and intangible), contracts, accounts receivables, equipment, fixtures, general Intangibles (such as telephone and fax numbers, e-mail addresses and website URLs), bank deposit accounts, cash, all present and future contracts, all patents, franchise rights, trademarks, service marks, trade names, inventions, processes, know-how, trade secrets, copyrights, licenses and other rights related and incidental to the Business, as conducted prior to the incorporation of TO.
D.
Whereas, for the purpose of this Agreement, “Assumed Liabilities” shall mean any obligation of the Assignor under any contract or agreement, verbal or written, accounts payable, unfinished work-in-progress, accrued payroll and related taxes, and other current liabilities, checks issued in excess of deposits, deferred revenue, taxes payable, deferred taxes, benefit obligations and any portion of current liabilities, any debt obligations, capital lease or similar obligations, security interest, encumbrances, levies, liens or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any Asset, claims and causes of action, damages, demands, lost profits, suits, actions, judgments, assessments, costs and expenses, of any nature related and/or incidental to the Business. Assumed Liabilities shall exclude all liabilities owed by Exclusive Building Services, Inc. to PMB Xxxxx Xxxxxxx, LLP, Spartan Securities Group, Ltd. and Action Stock Transfer Corp., all of which will be retained and satisfied by Assignor.
NOW, THEREFORE, for good and valuable consideration (consisting of the return of 265,625,000 shares of the Assignor’s common stock owned by the Assignee), the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1.
Assignment. Assignor hereby grants, sells, assigns, transfers, conveys and delivers to Assignee, their successors and assigns, all of Assignor's rights, title and interest under, in and to the Assets and Business.
2.
Assumption of Assumed Liabilities. Assignee hereby expressly assumes and agrees to pay, perform and/or discharge in accordance with their terms the Assumed Liabilities.
3.
Further Assurances. Each of Assignor and Assignee agree to execute such other documents and take such other actions as may be reasonably necessary or desirable to confirm or effectuate the assumption contemplated hereby.
4.
Binding Effect. This Agreement and the covenants and agreements herein contained shall be binding upon and inure to the benefit of Assignee and its successors and assigns and shall inure to the benefit of Assignor and its successors and assigns.
5.
Modification. This Agreement may be modified or supplemented only by written agreement of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective as of the date first above written.
ASSIGNOR
EXCLUSIVE BUILDING SERVICES, INC.
A Nevada Corporation
/s/ Xxxx XxXxxxx
Its: President, Chairman and Chief Executive Officer
Dated: March 26, 2012
ASSIGNEE
/s/ Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
/s/ Xxxxxx Xxxx Xxxxxx
Xxxxxx Xxxx. Skarpa
Dated: March 26, 2012
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