Exhibit 99.2
ASSIGNMENT AND ASSUMPTION
AGREEMENT
AGREEMENT made and entered into as of the 5th day of
October 2006, by and between BUCCANEER EXPLORATION INC. , a
Florida corporation having an office at 33 Harbour Bay Shopping
Plaza, East Bay Street, P. O. Box CR-56766, Suite 175, Nassau,
Bahamas (“Buccaneer”) and DYNAMIC LEISURE
CORPORATION , f/k/a DynEco Corporation, a Minnesota
corporation, having an office at 5680-A W. Cypress Street, Tampa,
FL 33607 (“Dynamic”).
W I T N E S S E T
H:
WHEREAS , Dynamic is a party to a certain Exclusive
Worldwide License Agreement dated the 1st day of May, 2003, by and
between DynEco Corporation (n/k/a Dynamic) and Parker-Hannifin
Corporation, a copy of which is annexed hereto as Exhibit A (the
“License Agreement”); and
WHEREAS , Dynamic desires to sell, assign and transfer
to Buccaneer, all Dynamic’s right, title and interest in and
to the License Agreement, upon the terms and conditions hereinafter
set forth; and
WHEREAS , Buccaneer desires to accept Dynamic’s
assignment of all Dynamic’s right, title and interest in and
to the License Agreement, and to assume Dynamic’s obligations
under the License Agreement, upon the terms and conditions
hereinafter set forth.
NOW , THEREFORE , in consideration for the
promises and covenants herein set forth, and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledge, the parties hereto, intending to be legally
bound, agree as follows:
1.
Assignment of Rights under License Agreement . Dynamic
hereby sells, assigns and conveys to Buccaneer, all Dynamic’s
right, title and interest in and to the License
Agreement.
2.
Assumption of Obligations under License Agreement .
Buccaneer hereby assumes all Dynamic’s obligations under the
License Agreement and, from and after the Effective Date (as
hereinafter defined) agrees to perform all Dynamic’s
obligations under the License Agreement. Buccaneer hereby
specifically agrees to reimburse Dynamic for any and all costs paid
by Dynamic, if any, associated with the patent underlying the
License Agreement, upon presentation to Buccaneer of evidence of
payment.
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3.
Effective Date . This Assignment and Assumption Agreement
shall become effective at such time (the “Effective
Date”) as Buccaneer and Dynamic have executed and delivered
this Assignment and Assumption Agreement and (a) Dynamic and
Buccaneer shall have executed and delivered to each other an
Assignment and Assumption Agreement pursuant to which, among other
things, Dynamic shall have assigned to Buccaneer all of
Dynamic’s right, title and interest in and to a certain
Exclusive Patent and Know-How License Agreement dated the 12
th day of January 2006 by and between DynEco Corporation
(n/k/a Dynamic) and Dr. Thomas C. Edwards, and Buccaneer shall
have assumed all of Dynamic’s obligations thereunder, (b)
Buccaneer and Dynamic shall have executed and delivered to each
other an Assignment and Assumption Agreement pursuant to which
Dynamic shall have assigned to Buccaneer all of Dynamic’s
right, title and interest in and to a certain TRDA Funding
Agreement dated the 20 th day of November 2002 by and
between DynEco Corporation (n/k/a Dynamic), and Buccaneer shall
have assumed all of Dynamic’s obligations thereunder and (c)
the TRDA shall have provided its written consent to the transaction
described in clause (b) of this Section 3.
4.
Further Assurances . Dynamic hereby agrees to execute and
deliver to Buccaneer such other and further documents and
instruments as may be necessary in order to convey to Buccaneer all
Dynamic’s right, title and interest in and to the License
Agreement. Buccaneer hereby agrees to execute and deliver to
Dynamic such other and further documents and instruments as may be
necessary in order to evidence Buccaneer’s assumption of
Dynamic’s obligations under the License Agreement. Each of
the parties shall execute such other and further documents and
instruments as may reasonably be deemed necessary to effectuate the
intent of the provisions of this Agreement.
5.
Representations and Warranties of Dynamic . Dynamic hereby
represents and warrants to Buccaneer that (a) Dynamic is a
corporation validly existing and in good standing under the laws of
the State of Minnesota, (b) Dynamic has approved this Agreement and
the transactions contemplated hereby to the extent required by
applicable law, (c) no consent of any person is required in order
for Dynamic to consummate the transactions contemplated by this
Agreement, other than those contemplated by this Agreement, (d)
this Agreement contains the valid and binding obligations of
Dynamic and is enforceabl
