Exhibit 2.2
Form of Assignment and Assumption
Agreement by and between Magic Communications, Inc. and Illusions,
LLC
BILL OF SALE AND ASSIGNMENT
AND ASSUMPTION AGREEMENT
This
AGREEMENT is made this 12 th
day of
April, 2007, by and among Magic Communications, Inc., a Delaware
corporation (“Magic” or the “ Assignor
”) and Illusions, LLC, a Florida limited liability
corporation (“ Assignee ”) (collectively,
Assignor and Assignee, the “ Parties
”).
WITNESSETH:
WHEREAS, the Assignor purchased all the assets and
liabilities, except those incurred by Post Tension of Nevada, a
Nevada corporation in connection with the merger of Post Tension of
Nevada with and into the Assignor, and certain consulting
agreements with MAK LLC and Roadrunner Capital Group, LLC
(collectively, the “ Assets ”); and
WHEREAS, the Assignor wishes to transfer its rights in
the Assets to the Assignee;
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:
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1.
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Assignment
of Net Assets and Net Liabilities . Subject to the terms and conditions set forth
herein, Assignor hereby assigns and transfers to Assignee, and
Assignor agrees to purchase and assume from Assignee, all of the
Assets.
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2.
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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.
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3.
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Benefit and
Assignments . This
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns;
provided that no party shall assign or transfer all or any portion
of this Agreement without the prior written consent of the other
party, and any such attempted assignment shall be null and void and
of no f
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