ASSIGNMENT
AND ASSUMPTION AGREEMENT
This
Assignment and Assumption Agreement (this “ Agreement
”) is made and entered into as of February 11, 2009, by and
between Helix Wind, Inc., a Nevada corporation (the “
Assignor ”), and Clearview Acquisitions, Inc., a
Nevada corporation (the “ Assignee
”).
WHEREAS,
the Assignor is party to the agreements listed on Schedule A
attached hereto (the “ Assigned Agreements
”);
WHEREAS,
in furtherance of the transactions contemplated by the Agreement
dated January __, 2009 (the “ Merger Agreement
”) among Assignee, Helix Wind Acquisition Corp. and Assignor,
the Assignor wishes to assign to the Assignee, and Assignee wishes
to assume from the Assignor, all of the rights and obligations of
the Assignor provided for in the Assigned Agreements, for such
consideration and on such terms as set out below;
NOW
THEREFORE, in consideration of the above premises and the mutual
representations, warranties, covenants and agreements hereinafter
set forth and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1.
Assignment of Agreements . Assignor hereby irrevocably and
unconditionally sells, transfers, assigns, conveys, grants,
delivers, vests and confirms unto Assignee all the right, title and
interest of Assignor in and to the Assigned Agreements.
2.
Assumption of Obligations . The Assignee hereby
expressly assumes and agrees to perform all duties and obligations
of the Assignor arising under the Assigned Agreements from and
after the date hereof.
3.
Indemnification of Assignee . The Assignor
shall indemnify and hold harmless Assignee and its officers,
directors, shareholders, employees, trustees, agents,
beneficiaries, affiliates, representatives and their successors and
assigns from and against any and all damages, losses, liabilities,
taxes and costs and expenses (including, without limitation,
attorneys’ fees and costs) resulting directly or indirectly
from (a) any failure by the Assignor to perform or comply with any
agreement, covenant or obligation in this Agreement, (b) any claims
made by a third party against the Assignee based upon an
obligation, act or omission of the Assignor prior to the date
hereof relating to an Assigned Agreement, (c) taxes attributable to
the Assignor prior to the date hereof as a result of an Assigned
Agreement or the performance thereof, or (d) any litigation,
action, claim, proceeding or investigation by any third party
relating to or arising out of an Assigned Agreement arising from an
act or omission prior to the date hereof.
4.
Indemnification of Assignor . The Assignee shall indemnify
and hold harmless Assignor and its officers, directors,
shareholders, employees, trustees, agents, beneficiaries,
affiliates, representatives and their successors and assigns from
and against any and all damages, losses, liabilities, taxes and
costs and expenses (including, without limitation, attorneys’
fees and costs) resulting directly or indirectly from (a) any
failure by the Assignee to perform or comply with any agreement,
covenant or obligation in this Agreement, (b) any claims made by a
third party against the Assignor based upon an obligation, act or
omission of the Assignee after the date hereof relating to an
Assigned Agreement, or (c) any
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