ASSIGNMENT AND ASSUMPTION AGREEMENT THAT GS CARBON CORPORATION, a Delaware corporation (the "Seller"), effective as of July 1, 2007, pursuant to that certain Share Purchase Agreement effective July 1, 2007 by and between GS CLEANTECH CORPORATION (the...Assignment and Assumption Agreement • August 16th, 2007 • GS Cleantech Corp • Sanitary services
THAT GS CARBON CORPORATION, a Delaware corporation (the "Seller"), effective as of July 1, 2007, pursuant to that certain Share Purchase Agreement effective July 1, 2007 by and between GS CLEANTECH CORPORATION (the "Buyer"), and all agreements executed or delivered in connection therewith (collectively, the "Purchase Documents"), and for and in considerations for the assumption by Buyer of all rights and obligations of Seller pursuant to that certain Securities Purchase Agreement dated February 28, 2007 by and between Seller and CORNELL CAPITAL PARTNERS, L.P. ("Cornell"), and Convertible Debenture issued by the Seller on even date therewith in the amount of One Million One Hundred Twenty five thousand ($1,125,000), and all agreements executed or delivered in connection therewith (collectively, the "Cornell Liabilities"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, has:
Dated: February 27, 2007 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...GS Cleantech Corp • August 16th, 2007 • Sanitary services
