AGREEMENT
Exhibit 99.3
AGREEMENT
AGREEMENT, dated as of the 31th day of October, 2013, by and among between Americna Jianye Greentech Holdings Ltd., a Nevada corporation (“AJGH”) and Xxxxxx Xxxx (Wangs).
W I T N E S S E T H:
WHEREAS, AJGH is indebted to Wangs in the amount of $240,000 ; and
WHEREAS, AJGH desires to dispose of the capital stock of Heilongjian New Jianye and it’s branches, Liaoning Greentech Co., Ltd. companies organized under the laws of the People Republic of China and Hong Kong Jianye Greentech. Company organized under the laws of Hong Kong.
WHEREAS, Wangs desires to acquire AJGH’s interest in the Subsidiaries in exchange for cancellation of $ 240,000 principal amount of indebtedness due by AJGH;
WHEREFORE, the parties agree as follows:
1. AJGH shall transfer and convey to Wangs all of its right, title and interest in and to the capital stock of the Subsidiaries in exchange for cancellation of $240,000 of indebtedness from AJGH, and Wangs agrees to the cancellation of such indebtedness.
2. Wangs by executing this agreement, hereby cancels and waives any right he may have to $240,000 principal amount of indebtedness, plus accrued interest, if any, due to her from AJGH.
3. AJGH represents and warrants to Wangs as follows:
(a) AJGH has the full power and authority to enter into this Agreement and to carry out its obligations hereunder.
(b) AJGH is the beneficial and record owner of the stock or other equity interest in the Subsidiaries, subject to no lien, security interest, judgment, spousal right, option or right or any encumbrance of any kind and description on behalf of any person.
4. AJGH shall hold Wangs harmless for any commission and/or fees agreed to be paid by AJGH to any broker, finder or other person or entity acting or purporting to act in a similar capacity engaged by AJGH. Wangs shall hold AJGH harmless for any commission and/or fees agreed to be paid by Wangs to any broker, finder or other person or entity acting or purporting to act in a similar capacity.
5. This Agreement shall in all respects be construed and interpreted in accordance with, and the rights of the parties shall be governed by, the laws of the Republic of China.
6. ALL PARTIES HERETO AGREE THAT THEY IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
7. The representations and warranties contained herein shall terminate upon the delivery to Wangs of AJGH’s interest in the Subsidiaries.
8. Any notice, request, demand and other communication hereunder shall be in writing and shall be deemed to have been duly given if delivered by facsimile or e-mail (if receipt is confirmed by the recipient) or sent by messenger or overnight courier service which provides evidence of delivery or by certified or registered mail, return receipt requested, postage prepaid, and shall be deemed given when delivered, to the parties at their addresses set forth on the signature page of this Agreement. If any party refuses to accept delivery (other than notice given by e-mail or telecopier), notice shall be deemed to have been given on the date of attempted delivery. Any party may, by like notice, change the person, address or telecopier number to which notice should be sent.
9. This Agreement may be executed by facsimile or scanned document via email in two or more counterparts, each of which shall be deemed an original and together shall constitute one and the same Agreement.
10. This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF, this Agreement is executed the day and year first above written.
Address, e-mail, telecopier no. | Signature | ||
000-00 00xx Xxx. #0X, Xxxxxxxx, XX 00000 | American Jianye Greentech Holdings, Ltd. | ||
e-mail: xxxxxxx00@xxxxx.xxx | By: | /s/ Chu Li An | |
Fax: | Chu Li An | ||
/s/ Xxxxxxx Xxxx | |||
Xxxxxxx Xxxx |