TERMINATION AND RELEASE AGREEMENT
THIS TERMINATION AND RELEASE
AGREEMENT (this " Agreement ") is entered into as of July 8,
2009, by and among YAYI INTERNATIONAL INC., a Delaware corporation
(the " Company "), ALLIED MERIT INTERNATIONAL INVESTMENT,
INC., a company organized and existing under the laws of British
Virgin Islands (the " Lender ") and GLOBAL ROCK STONE
INDUSTRIAL LTD, a company organized and existing under the laws of
the British Virgin Islands (the " Pledgor "; the Company,
the Lender and the Pledgor to be referred to collectively as the "
Parties ").
BACKGROUND
(A)
The Lender made a loan to the
Company in an aggregate principal amount of $1,000,000 (the "
Loan "). To evidence the obligations of the Company to repay
the Loan, the Company executed and delivered to the Lender certain
Note, dated July 15, 2008, and made payable to the Lender in an
amount of $1,000,000, due December 31, 2008, together with any
other amounts owing pursuant to the Note and remaining unpaid (the
" Note ");
(B)
To secure repayment by the Company
of the Loan, the Pledgor, the majority shareholder of the Company,
executed in favor of the Lender that certain Stock Pledge
Agreement, dated July 15, 2008 (the " Stock Pledge Agreement
"), pursuant to which the Pledgor pledged 2,000,000 shares of
common stock of the Company as security for the obligations of the
Company under the Note;
(C)
Pursuant to certain Loan Extension
Agreement, dated April 30, 2009, the Lender has extended the due
date of the repayment of the Loan to September 30, 2009 (the "
Loan Extension Agreement "; the Note, the Stock Pledge
Agreement and the Loan Extension Agreement to be referred to
collectively as the " Loan Agreements ");
(D)
The Company has, on the date of this
Agreement, repaid to the Lender the Loan in full for all principal,
interest and other amounts owing under the Note and Loan Extension
Agreement; and
(E)
The Lender agrees, at the request of
the Company and the Pledgor, to terminate the Loan Agreements and
terminate, release and discharge any and all of the security
interests created under the Stock Pledge Agreement.
NOW THEREFORE
, in consideration of the foregoing
and the mutual covenants and agreements herein contained, and
intending to be legally bound hereby, the Parties hereby agree as
follows:
1
AGREEMENT
1
TERMINATION AND
RELEASE
1.1
Termination of the Note, Loan
Extension Agreement and Stock Pledge Agreement.
Each party hereto, on behalf of
itself and its affiliates and its and their respective
predecessors, successors, parents, subsidiaries, agents, attorneys,
officers, employees, directors, members, managers, partners,
shareholders, representatives and assigns (collectively, the "
Releasing Parties ", each a " Releasing Party "),
severally agrees (notwithstanding and irrespective of any
agreement, document, matter, or thing (including, but not limited
to, any terms of the Loan Agreements)) that the Loan Agreements are
hereby terminated in their entirety (including, but not limited to,
any and all powers of attorney granted therein) and that the Loan
Agreements have no force and/or effect (past, present and /or
future) whatsoever.
1.2
Release of
obligations. No party
hereto shall have any right, obligation, and/or liability (past,
present or future) whatsoever arising under or in connection with
the Loan Agreements. Each Releasing Party agrees that each other
party to any of the Loan Agreements, including its affiliates and
its and their respective predecessors, successors, parents,
subsidiaries, agents, attorneys, officers, employees, directors,
members, managers, partners, shareholders, representatives and
assigns (collectively, the "Released Parties", each a "Released
Party"), is irrevocably and unconditionally fully released and
discharged from any and all liabilities, obligations, adjustments,
executions, offsets, actions, causes of action, suits, debts,
costs, expenses, sums of money, accounts, reckonings, bonds, bills,
covenants, contracts, controversies, agreements, promises, damages,
judgments, claims, demands and/or losses whatsoever, whether known
or unknown, asserted or unasserted, liquidated or unliquidated,
absolute or contingent, accrued or non-accrued, actual and/or
prospective (collectively, "Claims", each a "Claim"), which any
Releasing Party may in the past, future or present have or claim to
have or assert against any Released Party, relating to, arising
under or in connect
