ASSIGNMENT AND ASSUMPTION AGREEMENT OF JOINT VENTURE CONTRACT by and among RENEWABLE ENERGY SYSTEMS, INC. as Assignor, and SOLAR THIN FILMS, INC. as Assignee Dated as of January 31, 2008
OF
JOINT
VENTURE CONTRACT
by
and
among
RENEWABLE
ENERGY SYSTEMS, INC.
as
Assignor,
and
as
Assignee
Dated
as
of January 31, 2008
OF
JOINT
VENTURE CONTRACT
This
ASSIGNMENT AND ASSUMPTION AGREEMENT OF JOINT VENTURE CONTRACT (the “Agreement”)
is made as of January 31, 2008 (“Execution Date”) by and among the following
parties:
Renewable
Energy Systems, Inc., a company incorporated under the laws of New Jersey,
U.S.A., with its principal place of business at 000 Xxxxxx Xxxxx, Xxxxx X,
Xxxxx, XX 00000 (“Assignor”); and
Solar
Thin Films, Inc., a company incorporated under the laws of the State of
Delaware, U.S.A., with its principal place of business at 00 Xxxxxxxx Xxxx.,
Xxx
Xxxxx 00000 (“Assignee”); and
All
the
above Parties hereinafter singly referred to as “Party” and collectively
referred to as “all Parties” or “the Parties”.
WHEREAS:
A. Certain
Joint Venture Contract dated January 10, 2005 was made by and among TerraSolar,
Inc., a company incorporated under the laws of the State of Delaware, U.S.A.,
Weihai Blue Star Glass Group Co., Ltd., a company organized under the laws
of
the People’s Republic of China (“PRC”) with its registered address at 98 QingDao
ZhongLu, Weihai Economic and Teclmology Development Zone, Weihai, Shandong,
PRC
(“Blue Star”) and Camsete Resources Limited., a company incorporated under the
laws of the British Virgin Islands (“Cameste”) (the “JV Contract”);
B. Pursuant
to the Weihai Blue Star Terra Photovoltaic Co., Ltd., a Sino-foreign joint
venture company organized under the laws of the PRC with its registered address
at 98 QingDao ZhongLu, Weihai Economic and Technology Development Zone, Weihai,
Shandong, PRC (“Blue Star JV”), has been established and is validly existing
under the laws of the PRC;
C. A
certain
Assignment and Assumption of the Blue Star Agreements dated April 21, 2005
was
entered into between TerraSolar, Inc., and Terra Solar Global, Inc., a company
incorporated under the laws of the State of Delaware, U.S.A., with its principal
place of business at 00 Xxxxxxxxxxx Xxxxx, Xxx 000000, Xxx Xxxx, the State
of
New York (“Terra”), pursuant to which TerraSolar, Inc. conveyed, assigned and
transferred and delivered to Terra all of its right, title and interest in
and
to the JV Contract, and Terra accepted the conveyance, assignment and transfer
(the “Terra Assignment”);
D. Pursuant
to JV Contract and the Terra Assignment, Terra was required to make capital
contribution in the sum of two million US Dollars (US$ 2,000,000.00) in Blue
Star JV, representing 20% of total investment;
0
X. Xxxxx
has
made one million US Dollar (US$1,000,000.00) capital contributions in Blue
Star
JV and owns ten percent (10%) shareholding interest in Blue Star
JV;
F. A
certain
Assignment and Assumption of the Blue Star Agreements dated April 27, 2007
was
entered into between Terra and Assignor, pursuant to which Terra conveyed,
assigned and transferred and delivered to Assignor its right, title and interest
in and to Blue Star JV Contract insofaras concerning Terra’s outstanding balance
of capital contribution in the sum of one million US Dollars (US$1,000,000.00),
representing ten percent (10%) shareholding interest in Blue Star JV, and
Assignor accepted the conveyance, assignment and transfer (the “RESI
Assignment”).
G. Pursuant
to the RESI Assignment, Assignor was required to make capital contribution
in
the sum of one million US Dollars (US$ 1,000,000.00) in Blue Star JV,
representing 10% of total investment made;
H. Assignor
has made a five hundred thousand US Dollar (US$500,000.00) capital contribution
in Blue Star JV and owns five percent (5%) shareholding interest in Blue Star
JV;
I. Assignee
desires to accept from Assignor, and Assignor desires to convey, assign,
transfer and deliver to Assignee its duties, obligations, rights, title and
interest in and to its outstanding balance of capital contribution in the sum
of
five hundred thousand US Dollars (US$500,000.00), representing five percent
(5%)
shareholding interest in Blue Star JV (the “Assignment”).
NOW,
THEREFORE, in consideration of the foregoing premises, the Parties hereto hereby
agree as follows through friendly consultation in accordance with relevant
laws
and regulations and in the spirit of mutual benefit, honesty and good
faith:
| I. |
Acknowledgement
and Agreement
to Assignment
|
|
1.
|
The
Assignee shall become a party to the JV Contract, having all rights
and
obligations in respect of the assigned capital contribution and five
percent (5%) equity interest transferred thereunder, and that the
Assignor
shall not have any right, obligation or responsibility in respect
of the
assigned capital contribution and equity interest transferred thereunder.
Assignee hereby agrees to make the capital contribution of five hundred
thousand US Dollars (US$500,000.00) by February 15,
2008.
|
| II. |
Effectiveness
of this
Agreement
|
| 1. |
This
Agreement shall be effective upon execution by the Parties hereto
or their
respective authorized representatives and affixture of
seals.
|
| 2. |
The
Parties hereto shall, in good faith, complete any activities necessary
for
effecting the Assignment provided hereunder within three months after
the
execution of this Agreement, including without limitation executing
or
causing any document or application, or to secure any relevant approval,
consent or permit, so as to effect the performance of this
Agreement.
|
3
| III. |
Representations.
Covenants and Warranties
|
Each
and
every party to this Agreement hereby represents and warrants to the other
parties that it:
|
(a)
|
is
a corporation duty organized, validly existing and in good standing
under
the laws of the jurisdiction of its
formation;
|
|
(b)
|
has
the corporate power and authority to enter into this
Agreement;
|
|
(c)
|
has
the requisite corporate power and authority to execute, deliver and
perform this Agreement and the other agreements contemplated hereby
to
which it is a party and to incur the obligations herein and therein;
and
|
|
(d)
|
has
been authorized by all necessary corporate action to execute, deliver
and
perform this Agreement and other related agreements and to consummate
the
transactions contemplated hereby and
thereby.
|
| IV. |
Confidentiality
|
Unless
expressly agreed to by the Parties, or required by relevant laws, regulations,
articles of association, or other applicable laws and regulations, no Party
shall disclose the terms of this Agreement to any third party other than the
Parties hereto and their respective affiliates, subsidiaries, parents or other
associated companies without the prior written consent of the other Parties
before completion of the transactions contemplated hereunder. This provision
does not apply to affiliates of, and professionals engaged by, the Parties
hereto.
|
V.
|
Amendment
to this Agreement
|
Any
amendment to this Agreement shall be in writing and signed by all the Parties.
Any amendment or addition shall constitute an integral part of this
Agreement.
| VI. |
Applicable
Laws
|
The
execution, validity, interpretation and performance of this Agreement, and
dispute resolution thereof shall be governed by the substantive laws of the
State of New York, excluding its conflict of laws rules.
| VII. |
Assignment
Right
|
No
Party
shall assign its rights and obligations under this Agreement without prior
written consent of the other Parties. The respective successors and permitted
assigns of the Parties hereto are subject to the provisions of this
Agreement.
| VIII. |
Entire
Agreement
|
This
Agreement constitutes all representations and agreements among the Parties
hereto and supersedes all prior oral and written representations, warranties,
understandings and agreements among the Parties relating to the subject matter
of this Agreement. The Parties hereto agree and acknowledge that any
representation or covenant that is not stated or made under this Agreement
shall
not be used as the basis for determining the respective rights and obligations
of the Parties or for interpreting the terms and conditions of this
Agreement.
4
| IX. |
Notices
|
All
notices required under this Agreement shall be delivered by overnight courier,
registered mail, telecopy or other telecommunication means. Notices shall be
deemed duly given upon arrival at the address of the recipient set forth below
or at such other address as the recipient thereof shall have notified the other
Parties hereto. When delivered by courier, registered mail, the notice shall
be
deemed to be duly given on the day of receipt noted on the confirmation of
delivery or return receipt. When delivered by telecopy, the notice shall be
deemed to be duly given when the delivery is confirmed by telecopy
machine.
|
Assignor:
|
Renewable
Energy Systems, Inc.
|
|
000
Xxxxxx Xxxxx, Xxxxx X
|
|
|
Xxxxx,
XX 00000
|
|
|
|
Attn:
Zoltan Kiss, President
|
|
Assignee:
|
|
|
00
Xxxxxxxx Xxxx.
|
|
|
Xxx
Xxxxx, XX 00000
|
|
|
Attn:
Xxxxx Xxxxx, CEO
|
|
X.
|
Counterparts
|
This
Agreement is made in eight original copies. Each Party shall hold one original
copy and the remaining copies shall be used for the purpose of seek approval
by
relevant authorities. Each copy shall have the same legal effect.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
5
IN
WITNESS WHEREOF, the Parties hereto have caused this Assignment and Assumption
of Joint Venture Contract to be executed on the date first written
above.
|
Renewable
Energy Systems, Inc.
|
|
|
By:
/s/ Zoltan Kiss
|
By:
/s/ Xxxxxx X. Xxxxx
|
|
Name:
Zoltan Kiss
|
Name:
|
|
Title:
CEO
|
Title:
|
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