ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT
10.1
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered into as of
November 7, 2007 by and between China Dongsheng International, Inc. (formerly
known as PaperClip Software, Inc.), a Delaware corporation ("Assignor"), and
PaperClip Inc., a Delaware corporation ("Assignee").
WITNESSETH:
WHEREAS,
Assignor has agreed to sell, transfer, convey, assign and deliver to
Assignee all of its right, title and interest in, to and under all its personal
property and agreements to which it is a party (“Agreements”) (collectively, the
"Assigned Rights") to Assignee and Assignee has agreed to acquire the Assigned
Rights and to assume any and all liabilities related to the Assigned
Rights.
WHEREAS
the other parties to all the Agreements have agreed to Assignor assigning the
Assigned Rights to Assignee and to Assignee assuming any and all liabilities
related to the Agreements.
NOW,
THEREFORE, Assignor and Assignee hereby agree as follows:
1. Assignment
of Assigned Rights and Agreement. For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Assignor hereby
transfers, conveys, assigns and delivers to Assignee all of its right, title
and
interest in, to and under the Assigned Rights and the Agreements free and clear
of all encumbrances.
2. Assumption
of
Obligations. For good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged, Assignee hereby agrees to assume, perform and
discharge all obligations relating to the Assigned Rights and the
Agreements.
3. Further
Assurances. Assignor and Assignee shall execute, acknowledge and deliver to
the
other such documents and take such other actions as may be reasonably necessary
to effect the provisions of Paragraphs 1 and 2 of this Agreement.
4. Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
5. Governing
Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware.
6. Heading;
Terms. The headings in this Agreement are for the purposes of reference only
and
shall not limit or otherwise affect the meaning of the provisions
hereof.
7. Counterparts.
This Agreement may be executed in one or more counterparts each of which shall
be deemed an original, and all of which together shall constitute but one and
the same instrument.
IN
WITNESS WHEREOF, Assignor and Assignee have duly executed this Agreement as
of
the date set forth above.
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CHINA
DONGSHENG INTERNATIONAL, INC.
(formerly
known as PaperClip Software, Inc.)
By:
/s/
Xxxxxx Xx
Name:
Xxxxxx Xx
Title:
President, CEO, Director
PAPERCLIP
INC.
By:
/s/
Xxxxxxx Xxxxx
Name:
Xxxxxxx Xxxxx
Title:
Chief Executive Officer
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