ASSIGNMENT AND
ASSUMPTION
and
STOCK SALE
AGREEMENT
This Assignment and Assumption and Stock Sale
Agreement (this “Agreement”) is made and entered into
on September 25, 2009, by and among the following parties (each, a
“Party” and collectively, the
“Parties”): China Agro Sciences Corp., a
Florida corporation (the “Seller”), Dalian
Holding Corp., a Florida corporation (the
“Subsidiary”), and the four individuals
identified as “Purchasers” on the signature page of
this Agreement (the “Purchasers”).
WHEREAS, the Seller is the sole shareholder of the
Subsidiary; and
WHEREAS, the Subsidiary owns all of the
registered capital of DaLian Runze Chemurgy Co., Ltd. (the
“Operating Company”), which is engaged in the business
of manufacturing chemicals in The People’s Republic of China
(the “Business”); and
WHEREAS, the Seller desires to sell to the Purchasers
100% of the issued and outstanding stock of the Subsidiary. In
Exchange, the Purchaser has retired a total of 14,000,000 shares of
common stock, $0.001 par value per share, of the Seller. In
addition, the Purchaser agrees to assume all the assets and
liabilities of the Subsidiary (the “Subsidiary
Business”) ; and
WHEREAS, the Purchasers have agreed to guarantee
personally the obligations to the Seller assumed by the Purchasers,
including the liabilities assumed and the indemnification
obligation described herein; and
WHEREAS, on August 30, 2009 the Seller entered into an
agreement with the Purchasers pursuant to which the Purchasers
transferred 14 million shares of the Seller’s common stock to
the Seller in exchange for the exclusive right to purchase the
Subsidiary.
NOW, THEREFORE, in consideration of the mutual promises made
herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, agree as follows:
ARTICLE 1
: TRANSFER AND
ASSIGNMENT OF ASSETS
On the terms and subject to the conditions herein expressed, the
Seller hereby sells, conveys, transfers, assigns, sets over and
delivers to the Purchasers 100% of the issued and outstanding
shares of the Subsidiary at the Closing Date (as defined in Section
3.1), and the Purchasers assume and accept, all of the Subsidiary
assets (the “Business Assets”), including without
limitation the following, if but only if it was owned by the Seller
prior to August 30, 2009:
1.1
Machinery and Equipment . All machinery,
equipment, computers and computer hardware, office furniture and
fixtures, and other fixed or tangible assets;
1.2
Inventories
. All inventories,
including without limitation merchandise, materials, component
parts, production and office supplies, stationery and other
imprinted material, promotional materials, and business
records;
1.3
Intangible
Property . All intangible assets of Subsidiary
which are transferable including, but not limited to, customer and
supplier lists, privileges, permits, licenses, software and
software licenses, certificates, commitments, goodwill, registered
and unregistered patents, trademarks, service marks and trade
names, and applications for registration thereof and the
goodwill associated therewith;
1.4
Cash and Accounts
Receivable. All accounts receivable, deposit
accounts, cash and cash equivalents and securities owned by the
Subsidiary including, excluding only the capital stock of the
Subsidiary owned by the Subsidiary and transferred
hereunder;
1.5
Contract Rights
. All rights and
benefits of or in favor of Subsidiary resulting or arising from any
contracts, purchase orders, sales orders, forward commitments for
goods or services, leases, franchise or license agreements,
beneficial interests in covenants not to compete or confidentiality
covenants, the rights of Seller related to any other agreements
whatsoever which arise out of the operation of the Business;
and
1.6
Claims.
Claims made in lawsuits and other
proceedings filed by the Seller or Subsidiary, judgments and
settlements in the Seller’s or Subsidiary's favor, rights to
refunds, including rights to and claims for federal and state
income and franchise tax refunds and refunds of other taxes paid
based upon or measured by the income of the business prior to the
Closing, and insurance policies and rights accrued
thereunder.
ARTICLE 2
: ASSUMPTION OF
LIABILITIES
1.1
Scope of Liabilities
Assumed. The Subsidiary and Purchasers shall
assume and undertake to perform, pay, satisfy or discharge in
accordance with their terms, any debt, loss, damage, adverse claim,
liability or obligation (whether direct or indirect, known or
unknown, asserted or unasserted, absolute or contingent, accrued or
unaccrued, liquidated or unliquidated, or due or to become due, and
whether in contract, tort, strict liability or otherwise) related
to the Subsidiary or Business Assets, including any liability for
taxes of the Seller relating to or otherwise in respect of the
Business Assets or its operation (the
“Liabilities”). Liabilities shall also
include the following Liabilities:
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all Liabilities
in respect of any and all products or services sold by the Seller
or Subsidiary relating to the Business Assets, including such
liabilities for refunds, adjustments, allowances, exchanges,
returns, warranty, merchantability, claims for breach of contract
or in tort and other claims related to the Seller’s Business
Assets;
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all Liabilities
arising under or pursuant to any environmental laws, to the extent
arising out of or otherwise related to the Seller’s or
Subsidiary’s ownership or operation of the Business Assets;
and
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all Liabilities
in respect of any lawsuit, action or proceeding, pending or
threatened, or any claim arising out of, relating to or otherwise
in respect of the Business Assets or the Business that is asserted
or brought by any person (including any governmental authority),
based on any actual or alleged civil or criminal violation of
law.
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The Subsidiary and Purchasers shall promptly provide for payment,
performance and discharge of the same in accordance with their
terms. The Purchasers agree personally and unconditionally to
guarantee performance of the obligations assumed by the Subsidiary
and the Purchasers as described herein.
ARTICLE 3
: THE
CLOSING
3.1
The Closing
. The closing of the
transactions contemplated in this Agreement (“Closing”)
shall take place on a date mutually agreed by the parties, but no
later than September 30, 2009. The effective
time of closing is referred to herein as the “Closing
Date.”
3.2
Deliveries by
Seller. At Closing, Seller shall deliver to
the Purchasers, in addition to all other items specified elsewhere
in this Agreement, the following:
(a)
Such instruments of sale,
conveyance, transfer, assignment, endorsement, direction or
authorization as will be required or as may be desirable to vest in
Subsidiary, its successors and assigns, all right, title and
interest in and to the Business Assets, subject to any and all
mortgages, pledges, liens, encumbrances, equities, charges,
conditional sale or other title retention agreements, assessments,
covenants, restrictions, reservations, commitments, obligations, or
other burdens or encumbrances of any nature whatsoever that exist
at the Time of Closing;
(b)
All of the files, documents, papers,
agreements, books of account and records pertaining to the Business
Assets and the Business;
(c)
Actual possession and operating
control of the Business Assets; and
(d)
To the extent required, the consents
of third parties to the assignment and transfer of any of the
Assets.
3.3
Deliveries by
Purchasers. At Closing, the Purchasers shall
deliver to the Seller any instruments, in addition to
this Agreement, as the Seller deems necessary or desirable fully to
secure the assumption by the Purchaser, its su
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