|
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
"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:
GRANTED, SOLD, ASSIGNED, TRANSFERRED CONVEYED and DELIVERED and
does by these
presents GRANT, SELL, ASSIGN, TRANSFER, CONVEY and DELIVER unto
the Buyer, all
right, title and interest of seller in and to 100% of the
capital stock of GS
Carbon Trading, Inc. which company owns certain capital stock of
Sterling
Planet, Inc., TerraPass, Inc., Air Cycle Corporation, General
Ultrasonics
Corporation and General Carbonics Corporation (the "Purchase
Assets"), to Buyer
in return fo
| 
