EXHIBIT 10.1
BILL OF SALE AND ASSUMPTION
AGREEMENT
THIS BILL OF SALE AND ASSUMPTION
AGREEMENT (“ Agreement ”), made and entered into
as of the 11th day of February, 2011, by and between FITWAY
HOLDINGS CORP., a Nevada corporation (“
Subsidiary ”), and FITWAYVITAMINS, INC., a Nevada
corporation and the sole shareholder of Subsidiary (“
Parent ”).
WHEREAS, in connection with the
restructuring and reorganizing of Parent prior to the consummation
of a business combination involving Parent, the Board of Directors
of Parent has determined it to be in the best interests of Parent
and Subsidiary for Parent to contribute to Subsidiary all of the
assets of Parent, including those related to the vitamin business,
as of the date hereof (collectively, the “ Acquired
Assets ”); and
WHEREAS, Subsidiary and Parent
desire to enter into this Agreement to evidence the transfer and
assignment of the Acquired Assets to Subsidiary and
Subsidiary’s assumption of all of Parent’s duties,
liabilities and obligations relating or attributable solely to
Parent’s existing business or any of the Acquired Assets,
including any accounts payable, accrued liabilities and advances
from related parties of Parent, as of the date hereof
(collectively, the “ Assumed Liabilities
”).
NOW, THEREFORE, Subsidiary and
Parent, intending to be legally bound hereby
