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 September 4, 2007, by Customer Acquisition Network
Holdings, Inc., a Delaware corporation (“
Assignor ”),
and Outsiders Entertainment Holdings, Inc., a Delaware corporation
and a wholly-owned subsidiary of Assignor (“
Assignee ”).
WHEREAS,
Assignor is engaged in the business of establishing an
independent record label and entertainment management business
focused on signing and representing artists, particularly in
the “rhythm and blues, hip-hop” and rap genres
(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 operation of 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 April 30, 2007, filed with the Securities and Exchange
Commission as part of Assignor’s annual report on Form 10-KSB
on June 14, 2007 (the “
Balance Sheet ”).
Notwithstanding anything to the contrary contained herein, the term
Assets shall not include either the assets of or the business
conducted by Customer Acquisition Network, Inc., a Delaware
corporation.
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 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 whenever arising (the “
Liabilities ”),
including, but not limited to, the Liabilities listed on
Exhibit B ,
and identified in part by reference to the Balance Sheet
.
2.2
Further Assurances .
Assignee shall from time to time after the date hereof at the
request of Assignor and with
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