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ASSET PURCHASE
AGREEMENT
THIS ASSET
TRANSFER AGREEMENT (the “ Agreement
”) is dated for reference the 10th day of February, 2009 (the
“ Effective Date ”).
BETWEEN:
a company
incorporated under the laws of the state of Delaware, with an
executive
office at 5550
152nd Street, Suite 206, Surrey, British Columbia, V3S
5J9
AND:
a
businessperson of 5550 152nd Street, Suite 206, Surrey, British
Columbia V3S 5J9
AND:
a
businessperson of 5550 152nd Street, Suite 206, Surrey, British
Columbia V3S 5J9
(collectively,
the “ Purchasers ”)
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The Vendor and
Green Star Energies Inc. entered into a Purchase Agreement dated
February 10, 2009 (the “ Purchase Agreement ”);
and
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It is a
condition of the Purchase Agreement that the Vendor sell its wholly
owned subsidiary, Novori Jewelry Inc. (the “
Subsidiary ”), to the Purchasers on the terms and
subject to the conditions of this Agreement.
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NOW
THEREFORE in
consideration of the mutual covenants and agreements contained in
this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
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The Vendor
agrees to sell to the Purchasers, and the Purchasers agree to buy
from the Vendor, the Subsidiary, in exchange for which:
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the Purchasers
agree to surrender for cancellation all issued and outstanding
shares of the Vendor’s preferred stock held by the
Purchasers, including any rights to purchase or otherwise receive
shares of such preferred stock;
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the Purchasers
agree to resign from their positions as officers of the
Vendor;
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the Purchasers
agree to tender their resignations as directors
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