Unassociated Document


    AGREEMENT OF CONVEYANCE,
TRANSFER AND ASSIGNMENT OF ASSETS AND 
ASSUMPTION OF
OBLIGATIONS

     

    This
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations (“Transfer
and Assumption Agreement”) is made as of November 3, 2010, by FTOH
Holdings, Inc., a Delaware corporation (“Assignor”), and FTOH
Corp., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).

    


    WHEREAS, Assignor and its predecessor
(Tri-Mark Mfg, Inc.) was engaged in the business of designing, marketing and
manufacturing of affordable branded jewelry in the United States, as well as any
and all other operations conducted by Assignor prior to the date hereof (the
“Former
Business”); and

    


    WHEREAS, Assignor desires to convey,
transfer and assign to Assignee, and Assignee desires to acquire from Assignor,
all of the assets of Assignor relating to the operation of the Former Business,
and in connection therewith, Assignee has agreed to assume all of the
liabilities of Assignor relating to the Former Business, on the terms and
conditions set forth herein.

    


    NOW
THEREFORE, in consideration of the mutual promises and agreements contained
herein, the parties hereto, intending to be legally bound hereby, agree as
follows:

    


    Section
1.            Assignment.

    


    1.1.           Assignment
of Assets.  For good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged by Assignor, Assignor does hereby
assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its
successors and assigns, all of Assignor’s right, title and interest in, to and
under the assets, properties and business, of every kind and description,
wherever located, real, personal or mixed, tangible or intangible, owned, held
or used in the conduct of the Former Business (the “Assets”), including,
but not limited to, the Assets listed on Exhibit A hereto, and
identified in part by reference to Assignor’s predecessor’s balance sheet as of
June 30, 2010, filed with the Securities and Exchange Commission as part of
Assignor’s predecessor’s quarterly report on Form 10-Q on August 19, 2010 (the
“Balance
Sheet”). Notwithstanding anything to the contrary contained herein, the
term Assets shall not include either the assets of or the business conducted by
5to1, Inc, (formerly, 5to1.com, Inc.), a Delaware corporation.

    


    1.2           Further
Assurances.  Assignor shall from time to time after the date
hereof at the request of Assignee and without further consideration execute and
deliver to Assignee such additional instruments of transfer and assignment,
including without limitation any bills of sale, assignments of leases, deeds,
and other recordable instruments of assignment, transfer and conveyance, in
addition to this Transfer and Assumption Agreement, as Assignee shall reasonably
request to evidence more fully the assignment by Assignor to Assignee of the
Assets.


    
      
         


      

      
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    Section
2.           Assumption.

    


    2.1           Assumed
Liabilities.  As of the date hereof, Assignee hereby assumes
and agrees to pay, perform and discharge, fully and completely, all liabilities,
commitments, contracts, agreements, obligations or other claims against
Assignor, whether known or unknown, asserted or unasserted, accrued or
unaccrued, absolute or contingent, liquidated or unliquidated, due or to become
due, and whether contractual, statutory, or otherwise associated with the Former
Business whenever arising (the “Liabilities”),
including, but not limited to, the Liabilities listed on Exhibit B, and
identified in part by reference to the Balance Sheet.

    


    2.2           Further
Assurances.  Assignee shall from time to time after the date
hereof at the request of Assignor and without further consideration execute and
deliver to Assignor such additional instruments of assumption in addition to
this Transfer and Assumption Agreement as Assignor shall reasonably request to
evidence more fully the assumption by Assignee of the Liabilities.

    


    Section
3.           Headings.  The
descriptive headings contained in this Transfer and Assumption Agreement are for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Transfer and Assumption Agreement.

    


    Section
4.           Governing
Law.  This Transfer and Assumption Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware applicable
to contracts made and to be performed entirely within that state, except that
any conveyances of leaseholds and real property made herein shall be governed by
the laws of the respective jurisdictions in which such property is
located.

    


    [The remainder of this page is blank
intentionally.]


    
      
         


      

      
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    [SIGNATURE
PAGE TO TRANSFER AND ASSUMPTION AGREEMENT]

    


    IN WITNESS WHEREOF, this Transfer and
Assumption Agreement has been duly executed and delivered by the parties hereto
as of the date first above written.

    


    
      
        	 
      	
                FTOH
      HOLDINGS, INC.

              
	 
      	 
      	 
      
	 
      	
                By: 

              	
                Barry Sytner

              
	 
      	 
      	
                Name:  Barry
      Sytner

              
	 
      	 
      	
                Title:
      President

              
	 
      	 
      	 
      
	 
      	
                FTOH
      CORP.

              
	 
      	 
      	 
      
	 
      	
                By: 

              	
                Mitchell Chun

              
	 
      	 
      	
                Name: Mitchell
      Chun

              
	 
      	 
      	
                Title:
      Chief Financial Officer

              


      

    


    
      
         


      

      
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    Exhibit
A

    


    (a)         All
of the equipment, computers, servers, hardware, appliances, implements, and all
other tangible personal property that are owned by Assignor and have been used
in the conduct of the Former Business;

     

    (b)         all
inventory associated with the Former Business;

     

    (c)         all
real property and real property leases to which Assignor is a party, and which
affect the Former Business or the Assets;

     

    (d)         all
contracts to which Assignor is a party, or which affect the Former Business or
the Assets, including leases of personal property;

     

    (e)         all
rights, claims and causes of action against third parties resulting from or
relating to the operation of the Former Business or the Assets, including
without limitation, any rights, claims and causes of action arising under
warranties from vendors and other third parties;

     

    (f)          all
governmental licenses, permits, authorizations, consents or approvals affecting
or relating to the Former Business or the Assets;

     

    (g)         all
accounts receivable, notes receivable, prepaid expenses and insurance and
indemnity claims to the extent related to any of the Assets or the Former
Business;

     

    (h)         all
goodwill associated with the Assets and the Former Business;

     

    (i)          all
business records, regardless of the medium of storage, relating to the Assets
and/or the Former Business, including without limitation, all schematics,
drawings, customer data, subscriber lists, statistics, promotional graphics,
original art work, mats, plates, negatives, accounting and financial information
concerning the Assets or Former Business;

     

    (j)          all
internet domain names and URLs of the Former Business, software, inventions, art
works, patents, patent applications, processes, shop rights, formulas, brand
names, trade secrets, know-how, service marks, trade names, trademarks,
trademark applications, copyrights, source and object codes, customer lists,
drawings, ideas, algorithms, processes, computer software programs or
applications (in code and object code form), tangible or intangible proprietary
information and any other intellectual property and similar items and related
rights owned by or licensed to Assignor used in the Former Business, together
with any goodwill associated therewith and all rights of action on account of
past, present and future unauthorized use or infringement thereof;
and

     

    (k)         all
other privileges, rights, interests, properties and assets of whatever nature
and wherever located that are owned, used or intended for use in connection
with, or that are necessary to the continued conduct of, the Former Business as
presently conducted or planned to be conducted.

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
B

     

    (a)          All
liabilities in respect of indebtedness of Assignor related to the Former
Business;

     

    (b)         product
liability and warranty claims relating to any product or service of Assignor
associated with the Former Business;

     

    (c)         taxes,
duties, levies, assessments and other such charges, including any penalties,
interests and fines with respect thereto, payable by Assignor to any federal,
provincial, municipal or other government, domestic or foreign, incurred in the
conduct of the Former Business;

     

    (d)         liabilities
for salary, bonus, vacation pay, severance payments damages for wrongful
dismissal, or other compensation or benefits relating to Assignor’s employees
employed in the conduct of the Former Business; and

     

    (e)         any
liability or claim for liability (whether in contract, in tort or otherwise, and
whether or not successful) related to any lawsuit or threatened lawsuit or claim
(including any claim for breach or non-performance of any contract) based upon
actions, omissions or events relating to the Former Business.