Exhibit 2.5
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT dated May 5, 2008 (this
"Agreement"), is among NT Holdings, Inc., a Nevada corporation (the "Assignor"
or the "Company") and Rider Point International or assigns (the "Assignee", and
with Assignor, the "Parties").
WHEREAS, Assignor desires to enter into an agreement to acquire a new
operating business (the "Proposed Acquisition");
WHEREAS, in conjunction with the Proposed Acquisition and to
facilitate the Proposed Acquisition, Assignor believes it to be in the best
interest of the Company and its shareholders to assign 100% of its current
assets (the "Assets") to Assignee in consideration for Assignee assuming
100% of Assignor's current debts and other liabilities (the "Liabilities");
AND WHEREAS, the parties desire to enter into this agreement
concurrently with, and expressly conditional on, closing of the Proposed
Acquisition;
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto hereby agree as follows:
1. Assignment and Assumption.
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a. Assignor hereby grants, transfers and assigns to the Assignee all
of the right, title and interest of the Assignor in and to the Assets, and
Assignee hereby assumes any and all obligations related to, as Owner, in
and to the Liabilities.
b. The Assignor represents and warrants to the Assignee that the
Assignor has not taken any action that would serve to impair or encumber
the Assignor's ownership interest in the Assets since the date of
acquisition.
2. Representations and Warranties of the Assignor. The Assignor
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warrants and represents to, and covenants with, the Assignee that:
a. The Assignor is the lawful owner of the Assets with the full right
to transfer such Assets, which transfer is made free from any claims and
encumbrances;
b. Neither the Assignor nor anyone acting on its behalf has offered,
transferred, pledged sold or otherwise disposed of the Assets or any
interest in the Assets to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Assets or any interest in the
Assets.
c. The Assignor has been duly organized, and is validly existing as a
corporation in good standing under the laws of the State of Nevada with
full power and authority to enter into and perform its obligations under
this Agreement;
d. This Agreement has been duly executed and delivered by the
Assignor, and, assuming due authorization, execution and delivery by each
of the other parties hereto, constitutes a legal, valid, and binding
agreement of the Assignor, enforceable against it in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium, or
other similar laws affecting creditors' rights generally and to general
principles of equity regardless of whether enforcement is sought in a
proceeding in equity or at law;
e. The execution, delivery and performance by the Assignor of this
Agreement and the consummation of the transactions contemplated hereby do
not require the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action in respect of, any
state, federal or other governmental authority or agency, except such as
has been obtained, given, effected or taken prior to the date thereof;
f. The execution and delivery of this Agreement have been duly
authorized by all necessary corporate action on the part of the Assignor;
neither the execution and delivery by the Assignor of this Agreement, nor
the consummation by the Assignor of the transactions herein contemplated,
nor compliance by the Assignor with the provisions hereof, will conflict
with or result in a breach of, or constitute a default under, any of the
provisions of the governing documents of the Assignor or any law,
governmental rule or regulation or any material judgment, decree or order
binding on the Assignor or any of its properties, or any of the provisions
of any material indenture, mortgage, deed of trust, contract or other
instrument to which the Assignor is a party or by which it is bound;
4. Representations and Warranties of the Assignee. The Assignee
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warrants and represents to, and covenants with, the Assignor that:
a. The Assignee agrees to be bound by all of the terms, covenants and
conditions of its ownership of the Assets and from and after the date
hereof, the Assignee assumes for the benefit of the Assignor all of the
Assignor's obligations thereunder;
b. The Assignee shall indemnify the Assignor for any loss or liability
incurred by the Assignor arising (i) from any breach of warranty,
representation or covenant of the Assignee made herein that materially and
adversely affects the interests of Assignor or (ii) by reasons of willful
misfeasance, bad faith or negligence of the Assignee in the performance of
its duties hereunder or by reason of reckless disregard of its obligations
and duties hereunder;
c. The Assignee hereto represents and warrants that it is duly and
legally authorized to enter into this Agreement and to perform its
obligations hereunder; and
d. The Assignee hereto represents and warrants that this Agreement has
been duly authorized, executed and delivered by it and (assuming due
authorization, execution and delivery thereof by each of the other parties
hereto) constitutes its legal, valid and binding obligation, enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
5. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
6. All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid, or sent by overnight courier to those
addresses set forth opposite the signature page hereto and/or such other address
as may hereafter be furnished by the Assignor or Assignee.
7. Assignee, for itself and its successors and assigns, hereby covenants
with Assignor, its successors and assigns, that Assignee and its successors and
assigns will do, execute and deliver, or will cause to be done, executed and
delivered, all such further acts, transfers, assignments, conveyances, powers of
attorney and assurances, for the better assuring, conveying and confirming unto
Assignor that Assignee has assumed all and singular the entire right, title and
interest in and to the Assets which has been assigned hereunder and in such
manner and to such extent as Assignor, its successors or assigns, shall
reasonably require.
8. This Agreement and the covenants and agreements contained herein shall
inure to the benefit of Assignee and its successors and assigns, and shall be
binding upon Assignor and its successors and assigns.
9. This Agreement contains the entire understanding between the parties
hereto concerning the subject matter hereof, and there are no representations,
agreements, arrangements or understandings, oral or written, between or among
the parties hereto relating to the subject matter of this Agreement which are
not fully expressed herein. Neither this Agreement nor any of the provisions
herein shall be modified or waived except by an instrument in writing signed by
each of the parties hereto.
10. This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Assignment Agreement to be
executed by their duly authorized officers as of the date first above written.
ASSIGNOR:
NT HOLDINGS, INC.
By: _____________________________
Alan Lew, President
Confirmed:
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ASSIGNEE:
RIDER POINT INTERNATIONAL
By:_________________________________
Name:_______________________________
Title:________________________________