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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 June 23,
2008, by Options Media Group Holdings, Inc., a Delaware
corporation (“ Assignor
”), and Heavy Metal Holdings, Inc., a Delaware
corporation and a wholly-owned subsidiary of Assignor (“
Assignee
”).
WHEREAS, Assignor is a
mineral exploration company focused on the acquisition and
development of a portfolio of uranium properties (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 January 31, 2008, filed with
the Securities and Exchange Commission as part of Assignor’s
quarterly report on Form 10-Q on March 18, 2008 (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 Options Acquisition Sub,
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 sha
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