ASSIGNMENT, XXXX OF SALE AND ASSUMPTION AGREEMENT
THE STATE OF TEXAS
COUNTY OF DALLAS
THIS ASSIGNMENT, XXXX OF SALE AND ASSUMPTION AGREEMENT (this
"Assignment") is made this ___ day of _________________, 2008, by and between
NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION, a Delaware corporation_
("Assignor"), and X. X. XXXXX, XX ("Assignee"). This Assignment is expressly
made in accordance with and subject to the provisions of that certain Agreement
Concerning the Exchange of Common Stock between Assignor and Shaanxi Xxxxx
Xxxxx So You Xxxx Xxxx Xx XXXXX Gu Feng You Xxxxx Xxxx Si, dated May 30, 2007
(the "Purchase Agreement"), closed effective as of the date hereof, and the
provisions of said Purchase Agreement are incorporated herein by reference as
fully as though said provisions were set forth herein verbatim.
In consideration of TEN AND NO/100THS DOLLARS ($10.00), the mutual
premises contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Assignor does hereby
GRANT, SELL, CONVEY, ASSIGN, and DELIVER unto Assignee all of Assignor's right,
title and interest in and to the following:
A. All assets, tangible and intangible, real or personal; all notes
and accounts receivable; and all contract rights and claims against third
parties (the "Assets").
B. The Assets shall not include the following: Minutes books and
corporate records, tax records and files, corporate seals, stock records and
forms of stock certificates, contract rights relating to Assignor's securities,
and cash in the amount of $1,000.00 (the "Excluded Assets").
TO HAVE AND TO HOLD the Assets subject to the following terms and
conditions:
1. Assumption of Obligations. Assignee hereby assumes from Assignor
and agrees to perform and be bound by the provisions of any contractual or
other duties and obligations associated with the Assets.
2. Assumed Liabilities. Assignee hereby assumes and agrees to pay and
hold Assignor harmless from and against the liabilities set forth on the
balance sheet of Assignor, together with any contingent or unrecorded
liabilities that arose prior to the date hereof.
3. Observance of Laws: This Assignment is made by Assignor and
accepted by Assignee subject to all applicable laws, ordinances, rules and
regulations.
4. Successors and Assigns: The terms, covenants and conditions hereof
shall bind and inure to the benefit of Assignor and Assignee and their
respective successors and assigns. All terms, covenants and conditions shall
be covenants running with the land herein assigned and with each subsequent
transfer or assignment thereof.
5. Headings: Titles and headings in this Assignment are included
solely for ease of reference and are not to be considered in interpretation or
construction of this Assignment.
IN WITNESS WHEREOF this Assignment is executed as of the date above
written.
ASSIGNOR:
NORTH AMERICAN GAMING AND ENTERTAINMENT
CORPORATION
By:________________________________________
Name:______________________________________
Title:_____________________________________
ASSIGNEE:
X.X. XXXXX, XX
STATE OF ________________
COUNTY OF _______________
On this ____ day of __________________, 2008, personally appeared before
me _________________________, who being by me duly affirmed, did say that he is
the ____________________ of North American Gaming and Entertainment
Corporation., a Delaware corporation, and that said instrument was signed by
said person on behalf of said corporation.
SEAL
____________________________________
(Signature)
My commission expires:________
STATE OF ________________
COUNTY OF _______________
On this ____ day of __________________, 2008, personally appeared before
me X. X. XXXXX, XX who being by me duly affirmed, did say that said instrument
was signed by said person.
SEAL
____________________________________
(Signature)
My commission expires:________
