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 May 14, 2014, by Avalanche International Corp., a Nevada corporation (“Assignor”), and John Pulos
(“Assignee”).


 


WHEREAS,
Assignor has been engaged in the business of distributing crystallized glass tile in North America (the “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 Business, and in connection therewith, Assignee has agreed to assume all of the liabilities
of Assignor relating to the 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 Business (the “Assets”).


 


1.2Further
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.


 


Section
2. Assumption.


 


2.1Assumed
Liabilities. As of the date hereof, Assignee hereby assumes and agrees to pay, perform and discharge, fully and completely,
(i) 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 Business (the “Liabilities”).


  


2.2Release
and Satisfaction of Loan Payable. Assignor is indebted to Assignee under a loan payable to Assignee in the principal amount
of $16,858, as reflected on Assignor’s Balance Sheet as of February 28, 2014 included in the Assignor’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on April 14, 2014. As additional consideration for the assignment
made hereunder, Assignee hereby forever releases and discharges Assignor of all obligations or liabilities with regard to such
loan payable.


 


2.3Indemnity.
Assignee shall indemnify and hold harmless the Assignor for any loss, liability, claim, damage, or expense arising from or in
connection with any claim relating to or arising out of any Liabilities, including, but not limited to, all accounts payable and
accrued expenses and any other Liabilities reflected on the Assignor’s Balance Sheet as of February 28, 2014 as included
in the Assignor’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 14, 2014.


 


2.4Further
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 Nevada applicable to contracts made and to be performed entirely within
that state.


 


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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.


 


Avalanche
International Corp.


 


 


By:
/s/ John Pulos



John Pulos, President


 


/s/
John Pulos


John
Pulos 


 









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