ASSIGNMENT AND ASSUMPTION ON AGREEMENT AMONG BLUE EARTH SOLUTIONS, INC., DATAMEG CORPORATION, AMERICAN MARKETING & SALES, INC., AND THE PRINCIPAL SHAREHOLDERS.Assignment and Assumption on Agreement • April 2nd, 2009 • Datameg Corp • Communications services, nec
This Assignment and Assumption Agreement is dated as of March 17, 2009 (the "Agreement"), between Blue Earth Solutions, Inc., a Nevada corporation ("Buyer" or "Blue Earth"), Datameg Corporation, a Delaware corporation ("Datameg" or "Seller" or "Parent Maker"), American Marketing & Sales, Inc., a Massachusetts corporation (the "Company" or "American Marketing") and Leonard J. Tocci, Lynel J. Tocci, Leanne J. Whitney, and Linnea J. Clary. Leonard J. Tocci (collectively, the "Principal Shareholders"). This Assignment and Assumption Agreement is entered into on the basis of the following facts, understandings and intentions of the parties.
ContractAgreement and Plan of Merger • April 2nd, 2009 • Datameg Corp • Communications services, nec
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), UNDER ANY STATE SECURITIES LAW, OR UNDER ANY "BLUE SKY" LAWS, AND THIS SECURITY MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT AND OF THE "BLUE SKY" LAWS, OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE, AS ESTABLISHED BY A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO DATAMEG CORPORATION.
