ASSIGNMENT AND ASSUMPTION
AGREEMENT
This AGREEMENT is made this 27
th day of February , 2009, by and among 310
Holdings, Inc., a Nevada corporation (" Assignor " or the
“ Company ”) and G & G Mining Corp., a
Florida corporation (" Assignee " and with
Assignor, the “ Parties ”).
W
I T N
E S S E T
H:
WHEREAS, Assignor and Assignee entered into an Agreement
and Plan of Merger whereby G & G Mining Corp (“ G
& G Mining Corp” ) was merged into Assignor (the
“ Merger ”); and
WHEREAS, the shares of common stock and preferred stock
associated with the merger were never issued; and
WHEREAS, the parties wish to unwind that
transaction;
NOW,
THEREFORE, in
consideration of the foregoing premises and the mutual covenants
contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Assignment of Assets and
Liabilities . Subject to the terms and conditions
set forth herein, Assignor hereby assigns and transfers to
Assignee, and Assignee agrees to assume all assets and liabilities
of G & G Mining Corp., for consideration of G & G Mining
Corp. issuing all outstanding shares of capital stock required
pursuant to the merger and subsequent transa