ASSIGNMENT OF ROYALTY AGREEMENT


 


THIS ASSIGNMENT OF ROYALTY AGREEMENT dated March 12 , 2014,
is entered into by and among Rapid Fire Marketing, Inc., (“ASSIGNEE”), Frozen Food Gift Group, Inc., (“ASSIGNOR”)
and Global Specialty Products, Inc., (“GSPI”)


 


WHEREAS:


 


A.           GSPI
and Assignor entered into a Royalty Agreement dated as of October 1, 2013 (“Contract”).


 


B.           The
Assignee wishes to purchase, and the Assignor wishes to grant, assign, transfer and set over unto the Assignee his entire right,
title and interest in and to the Contract upon the terms and conditions contained in this agreement.


 


NOW THEREFORE THIS AGREEMENT WITNESSES
that in consideration of the premises and the mutual promises, covenants, conditions, representations and warranties hereinafter
contained and the sum of 10,000 ($10,000) Dollars now paid by the Assignee to the Assignor in restricted common stock and for other
good and valuable consideration, the receipt of which are acknowledged, and subject to the terms and conditions hereinafter set
out, the parties agree as follows:


 


1.             REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE ASSIGNOR


 


1.1           The
Assignor represents, warrants and covenants to the Assignee that:


 


(a)           the
above premises are true and complete, that the Contract is in full force and the Assignor is not in breach, and that GSPI has been
given notice of this Assignment by the Assignor;


 


(b)          the
Assignor now has a good right, full power and absolute authority to assign its right, title and interest in and to the Contract
in the manner set out in Article 2 hereof according to the true intent and meaning of this assignment.


 


1.2           The
representations, warranties and covenants contained in Section 1.1 arc provided for the exclusive benefit of the Assignee and a
breach of any one or more thereof may be waived by the Assignee in whole or in part at any time without prejudice to its rights
in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties
and covenants contained in Article I will survive the signing of this agreement.


 


2.            ASSIGNMENT
OF THE CONTRACT


 


2.1           The
Assignor grants, assigns, transfers and sets over unto the Assignee his entire right, title and interest in and to the Contract,
including, without limitation, all rights, benefits and advantages of the Assignor to be derived therefrom and all burdens, obligations
and liabilities to be derived thereunder, in consideration of the premises and the consideration set out in the preamble.


 




    	 



    	 



    

 


2.2           Assignor
and GSPI waive any and all restrictions to this assignment of the Contract that might arise from paragraph 11 of the Contract.


 


2.3           In
consideration of the assignmentof the Contract, the Assignee agrees tobe bound by all of the terms of the Contract
on Assignor’s part to be performed, and both Assignee and GSPI agree to hold the Assignor harmless from any liabilities, costs
or fees whatsoever in connection with the Contract.


 


3              CONSENT
OF GSPI


 


3.1          The
GSPI agrees and consentsto the assignmentof the Assignor’s interest in theContract to the Assignee pursuant to the
terms and conditions of this assignment.


 


3.2          The
GSPI represents, warrants and covenants to the Assignee that the Contract is in full force and that neither GSPI nor the Assignor
is in breach.


 


4.             COUNTERPART


 


4.1   This agreement may be signed in one or more counterparts,
each of which when so signed will be deemed an original, and such counterparts together will constitute one in the same instrument.


 


IN WITNESS WHEREOF this assignment was signed by the parties
hereto as of the day and year first above written.


 


Rapid Fire Marketing, Inc., ( “ASSIGNEE”)


 


	By:	/s/
    Thomas Allinder	 
	 	Thomas Allinder, CEO	 


 


	Frozen Food Gift. Group.
    Inc., (“ASSIGNOR”)	 


 


	By:	/s/
    Jonathan Irwin	 
	 	Jonathan Irwin, CEO	 


 


	Global Specialty Products,
    Inc., (“GSPI”)	 


 


	By:	/s/ Steve
    Young	 
	 	Steve Young, CEO