ASSIGNMENT AND ASSUMPTION AGREEMENT
THAT GS CARBON CORPORATION, a Delaware corporation (the "Seller"), effective as
of July 1, 2007, pursuant to that certain Share Purchase Agreement effective
July 1, 2007 by and between GS CLEANTECH CORPORATION (the "Buyer"), and all
agreements executed or delivered in connection therewith (collectively, the
"Purchase Documents"), and for and in considerations for the assumption by Buyer
of all rights and obligations of Seller pursuant to that certain Securities
Purchase Agreement dated February 28, 2007 by and between Seller and CORNELL
CAPITAL PARTNERS, L.P. ("Cornell"), and Convertible Debenture issued by the
Seller on even date therewith in the amount of One Million One Hundred Twenty
five thousand ($1,125,000), and all agreements executed or delivered in
connection therewith (collectively, the "Cornell Liabilities"), and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, has:
GRANTED, SOLD, ASSIGNED, TRANSFERRED CONVEYED and DELIVERED and does by these
presents GRANT, SELL, ASSIGN, TRANSFER, CONVEY and DELIVER unto the Buyer, all
right, title and interest of seller in and to 100% of the capital stock of GS
Carbon Trading, Inc. which company owns certain capital stock of Sterling
Planet, Inc., TerraPass, Inc., Air Cycle Corporation, General Ultrasonics
Corporation and General Carbonics Corporation (the "Purchase Assets"), to Buyer
in return for the assumption by Buyer of the Cornell Liabilities.
TO HAVE AND TO HOLD, the Purchase Assets and all such other property as is
hereinabove described unto Buyer and Buyer's successors, legal representatives
and assigns, forever.
In connection with the Closing under the Purchase Documents, Seller shall
execute and deliver to buyer or any designee of Buyer any and all such further
documents as Buyer may reasonable require to effectuate the transfer, assignment
and conveyance contemplated hereby, including with limitation, any and all
documents required by any governmental entity or any third party.
Cornell hereby consents to the assumption by Buyer of the Cornell Liabilities
and hereby releases Seller of all obligations arising out of or relating to the
Cornell Liabilities. In addition, the Seller hereby agrees to a one-time
cashless exercise of warrants to purchase 20,000,000 shares of common stock of
the Seller held by Cornell and the Seller agrees to promptly issue 20,000,000
shares to Cornell to evidence the cashless exercise referenced herein. Except
for the cashless exercise referenced in the preceding sentence, Cornell and
Highgate House Funds, Ltd. ("Highgate") hereby consent to the cancellation of
all warrants issued by Seller to Cornell or Highgate that may be outstanding.
All of the covenants, terms and conditions set forth herein shall be binding
upon, and inure to the benefit of the parties hereto, and their respective
successors, personal and legal representatives, heirs, devisces and assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment and
Assumption agreement as of the date first above written.
GS CARBON CORPORATION CORNELL CAPITAL PARTNERS, L.P.
By: Yorkville Advisors, LLC
Its: Investment Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Chairman Senior Managing Director
GS CLEANTECH CORPORATION HIGHGATE HOUSE FUNDS, LTD.
By: Yorkville Advisors, LLC
Its: Investment Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Chairman Senior Managing Director