Exhibit 2.5
ASSIGNMENT AND ASSUMPTION AGREEMENT
This
ASSIGNMENT
AND ASSUMPTION AGREEMENT dated May 5, 2008 (this
"Agreement"), is
among NT Holdings,
Inc., a Nevada corporation (the "Assignor"
or the "Company") and
Rider Point International or assigns (the "Assignee", and
with Assignor,
the "Parties").
WHEREAS, Assignor
desires to enter into an agreement to acquire a new
operating business
(the "Proposed Acquisition");
WHEREAS, in
conjunction
with the Proposed Acquisition and to
facilitate the Proposed Acquisition, Assignor believes it to be in
the best
interest of the
Company and its shareholders to assign 100% of its current
assets (the
"Assets") to Assignee in consideration for
Assignee assuming
100%
of Assignor's current debts and other liabilities (the
"Liabilities");
AND WHEREAS,
the parties desire to enter into this agreement
concurrently with,
and expressly conditional on, closing
of the Proposed
Acquisition;
NOW,
THEREFORE,
in consideration of
the mutual promises contained herein,
the parties
hereto hereby agree as follows:
1.
Assignment and
Assumption.
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a. Assignor
hereby grants,
transfers and assigns to the Assignee all
of
the right, title and
interest of the Assignor in and to the Assets, and
Assignee hereby
assumes any and all obligations related
to, as Owner, in
and
to the Liabilities.
b. The Assignor represents and warrants to the Assignee that the
Assignor has
not taken any action that would serve
to impair or encumber
the
Assignor's
ownership interest in the Assets since the date of
acquisition.
2.
Representations and
Warranties
of the Assignor. The Assignor
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warrants and
represents
to, and covenants with, the Assignee that:
a. The Assignor is the
lawful owner of the Assets with the full right
to
transfer such Assets, which transfer is made
free from any claims and
encumbrances;
b. Neither
the Assignor nor
anyone acting on its behalf has offered,
transferred, pledged
sold or otherwise disposed of the Assets or any
interest in
the Assets to, or solicited any offer to buy or accept a
transfer, pledge or
other disposition of the Assets or any interest in the
Assets.
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c. The Assignor has
been duly organized, and is validly existing as a
corporation in
good standing under the laws of the State of
Nevada with
full
power and authority to enter into and
perform its obligations under
this
Agreement;
d. This Agreement has been duly executed and delivered by the
Assignor, and,
assuming due
authorization, execution and delivery by each
of
the other parties hereto, constitutes a legal, valid, and binding
agreement of
the Assignor, enforceable against it
in accordance with its
terms, subject
to bankruptcy, insolvency,
reorganization, moratorium, or
other similar
laws affecting creditors' rights generally and to
general
principles
of equity regardless of whether enforcement is sought in a
proceeding in
equity or at law;
e. The execution, delivery and performance by the Assignor of
this
Agreement and
the consummation of
the transactions contemplated hereby do
not
require the consent or approval of, the giving of notice to, the
registration with,
or the taking of any other action in
respect of, any
state, federal
or other governmental authority or
agency, except such as
has
been obtained, given, effected or taken prior to the date
there
