EXHIBIT 10.1
AGREEMENT
ASSIGNMENT AGREEMENT Page 1
This agreement made as of the 23rd day of June 2009
BETWEEN:
Xxxxx Forest Products LLC, 0000 Xxxxxx Xxxx, Xxxxxxxx XX 00000
(hereinafter the "Assignors")
PARTY OF THE FIRST PART
AND:
Sea 2 Sky Corporation 0000 Xxxxxx Xxxx, Xxxxxxxx, XX 00000
PARTY OF THE SECOND PART
(hereinafter the "Assignees")
W H E R E A S :
A. The Assignors hold an interest in a Fiber Basket as contained in the
Memorandum of Understanding and Agreement between the Assignor and Xxx
Xxxxxx Forestry Ltd., of New Zealand, a true copy of which is attached
hereto as Schedule A (the "Agreement").
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of ONE
DOLLAR ($1.00) now paid by the Assignees to the Assignors, and the mutual
covenants and conditions herein contained (the receipt of which is hereby
acknowledged) the Assignors and the Assignees DO
1. GRANT and ASSIGN unto the Assignees all of the Assignors's interest in and
to all of the Agreement;
2. To hold the same unto the Assignees, henceforth and for all the other
estate, term and interest (if any) of the Assignors therein;
3. The Assignors do hereby covenant and agree with the Assignees that
a) notwithstanding any act of theirs, the Agreement is a good, valid and
subsisting Agreement and has not been pledged, assigned or transferred
in any manner;
b) the Assignors have good right to assign the said Agreement and all of
its rights thereunder;
Page 2
c) the Assignors, and all persons lawfully claiming under shall at all
times hereafter, at the request of and at the cost of the Assignees
execute such other agreements as the said Assignees shall reasonably
require.
4. It is expressly agreed between the parties hereto that all grants,
covenants, provisos and agreements rights, powers, privileges and
liabilities contained herein shall be read and held as made by and with,
granted to and imposed upon, the respective parties hereto, and their
respective heirs, executors, administrators, successors and assigns and the
same as if the words heirs, executors, administrators, successors and
assigns had been inscribed in all proper and necessary places; and wherever
the singular or the masculine is used herein, the same shall be construed
as meaning the plural or feminine or the body politic or corporate wherein
the context or the parties hereto so require, and where ever the party is
more than one person, all covenants shall be deemed to be joint and
several.
IN WITNESS WHEREOF the Parties hereto have set their hands on the place and date
first above written.
Xxxxx Forest Products LLC
-----------------------------
Authorized Signatory
Sea 2 Sky Corporation
----------------------------
Xxxxx Xxxxxxxx
