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ASSIGNMENT AND ASSUMPTION
AGREEMENT
This AGREEMENT is made this 27
th day of February , 2009, by and among 310
Holdings, Inc., a Nevada corporation (" Assignor " or the
“ Company ”) and G & G Mining Corp., a
Florida corporation (" Assignee " and with
Assignor, the “ Parties ”).
W
I T N
E S S E T
H:
WHEREAS, Assignor and Assignee entered into an Agreement
and Plan of Merger whereby G & G Mining Corp (“ G
& G Mining Corp” ) was merged into Assignor (the
“ Merger ”); and
WHEREAS, the shares of common stock and preferred stock
associated with the merger were never issued; and
WHEREAS, the parties wish to unwind that
transaction;
NOW,
THEREFORE, in
consideration of the foregoing premises and the mutual covenants
contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Assignment of Assets and
Liabilities . Subject to the terms and conditions
set forth herein, Assignor hereby assigns and transfers to
Assignee, and Assignee agrees to assume all assets and liabilities
of G & G Mining Corp., for consideration of G & G Mining
Corp. issuing all outstanding shares of capital stock required
pursuant to the merger and subsequent transactions in the name G
& G Mining Corp. The Parties agree and acknowledge that,
following the execution of this Agreement, the Assignor shall have
a total of 63,700,000 shares issued and outstanding. The assignment
is contingent upon receipt at the time of execution by the Assignor
of the resignation of Rene Garcia as officer and director of
Assignor and appointment of Nicole Wright as sole officer and
director, such that Nicole Wright can execute this document for the
Company and Rene Garcia can execute this document on behalf of G
& G Mining Corp.
2. Assignee Bound. Assignee
hereby accepts the foregoing assignment and transfer and promises
to be bound by and upon all the covenants, agreements, terms and
conditions set forth herein.
3. Assignor Bound. Assignor
hereby accepts
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