AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND
ASSUMPTION OF OBLIGATIONS
This
Agreement of Conveyance, Transfer and Assignment of Assets and
Assumption of Obligations (“
Transfer and Assumption Agreement ”)
is made as of August 13, 2007, by International Food and Wine
Consultants, Inc., a Delaware corporation (“
Assignor ”),
and IFWC Holdings, Inc., a Delaware corporation and a wholly-owned
subsidiary of Assignor (“
Assignee ”).
WHEREAS,
Assignor is a party to an agreement and plan of merger, dated
August 13, 2007, whereby a wholly-owned subsidiary of Assignor
merged with and into G8Wave, Inc., a Delaware corporation
(“
G8Wave ”),
and G8Wave, as the surviving corporation, became the wholly-owned
subsidiary of Assignor (the “
Merger ”);
WHEREAS,
immediately prior to the closing of the Merger, Assignor was
engaged in the business of teaching Italian cuisine
preparation in Italy (the “
Business ”);
and
WHEREAS,
Assignor desires to convey, transfer and assign to Assignee,
and Assignee desires to acquire from Assignor, all of the
assets of Assignor relating to the Business, and in connection
therewith, Assignee has agreed to assume all of the
liabilities of Assignor relating to the Business, on the terms
and conditions set forth herein.
NOW
THEREFORE, in consideration of the mutual promises and
agreements contained herein, the parties hereto, intending to
be legally bound hereby, agree as follows:
Section 1
.
Assignment.
1.1.
Assignment of Assets .
For good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged by Assignor, Assignor does hereby
assign, grant, bargain, sell, convey, transfer and deliver to
Assignee, and its successors and assigns, all of Assignor’s
right, title and interest in, to and under the assets, properties
and business, of every kind and description, wherever located,
real, personal or mixed, tangible or intangible, owned, held or
used in the conduct of the Business (the “
Assets ”),
including, but not limited to, the Assets listed on
Exhibit A hereto
,
and identified in part by reference to Assignor’s balance
sheet as of March 31, 2007, filed with Securities and Exchange
Commission as part of Assignor’s quarterly report on Form
10-QSB on May 14, 2007 (the “
Balance Sheet ”);
1.2
Further Assurances .
Assignor shall from time to time after the date hereof at the
request of Assignee and without further consideration execute and
deliver to Assignee such additional instruments of transfer and
assignment, including without limitation any bills of sale,
assignments of leases, deeds, and other recordable instruments of
assignment, transfer and conveyance, in addition to this Transfer
and Assumption Agreement, as Assignee shall reasonably request to
evidence more fully the assignment by Assignor to Assignee of the
Assets.
Section 2.
Assumption.
2.1
Assumed Liabilities .
As of the date hereof, Assignee hereby assumes and agrees to pay,
perform and discharge, fully and completely, (i)
all of Assignor’s liabilities,
commitments, contracts, agreements, obligations or other claims
against Assignor, whether known or unknown, asserted or unasserted,
accrued or unaccrued, absolute or contingent, liquidated or
unliquidated, due or to become due, and whether contractual,
statutory, or otherwise associated
with the Business (the “
Liabilities ”),
including, but not limited to, the Liabilities listed on
Exhibit B ,
and identifie
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