ASSIGNMENT OF COPYRIGHT
This
Assignment is made and entered into as of the date last written by and between
LoyCorp., L.L.C., a Missouri limited liability company (“Assignor”),
and
Solar Night Industries, Inc., a Delaware corporation (“Assignee”).
NOW
THEREFORE in consideration of the foregoing, and other consideration the
sufficiency of which the parties hereby acknowledge, the parties agree as
follows:
1. Assignment.
Assignor does hereby transfer, assign, sell, convey, set over, and deliver
to
Assignee all of Assignor’s rights in and to the “Solar Night Flowers” which may
be subject to copyright protection (the “Transferred
Interest”).
The
Transferred Interest consists of all rights, claims, and other interests of
Assignor in and to the Transferred Interest of any type whatsoever.
2. Assignor’s
Covenants.
Assignor hereby certifies covenants and warrants that: (i) Assignor is the
lawful owner of all the Transferred Interest; (ii) that the Transferred Interest
is free and clear of any and all liens and encumbrances, except those otherwise
assumed or taken subject to by Assignee; and (iii) that Assignor has good right,
title, and authority to sell, assign, transfer, set over, and deliver the
Transferred Interest. Assignor further covenants and agrees to warrant and
defend the same against lawful claims and demands of all persons whom so ever,
save and except persons claiming under obligations and/or encumbrances which
are
assumed or taken subject to by Assignee.
3. Further
Assurances.
Assignor hereby covenants and agrees to execute and deliver to Assignee any
and
all other documents the instruments of title and conveyance which may be
necessary or appropriate to effect good and sufficient title transfer of title
to Assignee of the Transferred Interest.
4. Miscellaneous.
This
instrument and the covenant set forth herein shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs, personal
representatives, successors, assigns, and any entity to which any party hereto
may be incorporated, liquidated, merged, or consolidated.
IN
WITNESS WHEREOF the parties hereto have entered into this agreement as of
November 11, 2005.
| LOYCORP, L.L.C. | SOLAR NIGHT INDUSTRIES, INC. |
| _____________________________________________ | _____________________________________________ |
| ▇▇▇▇▇ ▇▇▇▇▇, President | ▇▇▇▇▇ ▇▇▇▇▇, President |