Execution
Copy
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT
AND ASSUMPTION AGREEMENT, dated as of October 9, 2007 (this
“
Agreement ”),
by and between Omnia Luo Group Limited, a British Virgin Islands
company (the “
Assignor ”),
and Wentworth II, Inc., a Delaware Corporation (the “
Assignee ”).
WITNESSETH
WHEREAS
the Assignor is a party to the agreements listed on Schedule A
attached hereto (each, an “
Agreement ”
and, collectively, the “
Agreements ”);
WHEREAS
the Assignor has indicated an intention to assign its
interests and obligations under the Agreements to the
Assignee;
WHEREAS
the Assignee has agreed to become the successor to the
Assignor under the Agreements;
NOW,
THEREFORE, the parties hereto, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:
1.
Assignment and Assumption :
(a)
The
Assignor hereby grants, assigns, conveys, sets over and
delivers to the Assignee and its successors and assigns all of
its right, title and interest to, and its obligations under
each of the Agreements.
(b)
In
consideration of the assignment made herein to the Assignee,
the Assignee hereby assumes and agrees to pay, perform and
observe in full all covenants, agreements, and obligations of
the Assignor under each of the Agreements.
2.
Successors and Assigns .
This provisions of this Agreement shall inure to the benefit of,
and be binding upon, the successors and assigns of the parties
hereto.
3.
Counterparts .
This Agreement may be ex
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