ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT (hereinafter, "Agreement") is made and entered into this 12th day of
January, 2009 (hereinafter, “Effective Date”) by and between Trussnet Capital
Partners (HK) Ltd. (hereinafter, “Assignor”) and LED Power, Inc., a Nevada
corporation (hereinafter, “Assignee”).
RECITALS
WHEREAS, in December 2008, Assignor and
Jumbo Power Technology Ltd., Xxxx Xxxxx-Xxxx, and Xxx Xxxx-Xxxx (collectively,
the “Licensors”) entered into an exclusive license agreement (as attached hereto
as Exhibit A) whereby the Licensors agreed to license exclusively to Assignor
the rights to certain intellectual property in relation to the production of LED
products (hereinafter, the “License Agreement”);
WHEREAS, Assignor desires to assign to
Assignee, and Assignee desires to assume from Assignor, the License Agreement
(hereinafter, “Assignment/Assumption”);
NOW, THEREFORE, for and in
consideration of the mutual covenants contained herein, the parties hereby agree
as follows
AGREEMENT
1.
Assignment, Assumption, and Novation.
1.1 On
the Effective Date, Assignor hereby assigns, transfers and conveys to Assignee
all of Assignor’s rights, title, and interest in, to and under the License
Agreement.
1.2 On
the Effective Date, (i) Assignee unconditionally assumes and shall promptly,
fully, completely and faithfully keep, fulfill, observe, perform and discharge
each and every covenant and obligation that may become performable under the
License Agreement; and (ii) Assignee shall be bound by all of the terms and
conditions of the License Agreement.
1.3 On
the Effective Date, Assignee by this Agreement becomes entitled to all right,
title and interest of Assignor in and to the License Agreement as if Assignee
were an original party to the License Agreement.
2.
Assignment Fees. In
consideration for the Assignment/Assumption, Assignee shall issue to Assignor or
its designee 9,000,000 shares of common stock of Assignee.
3.
Representations and Warranties by
Assignors.
3.1 Assignor
is duly organized, validly existing and in good standing under its jurisdiction
of organization.
3.2 Assignor
has all necessary power and authority to execute and deliver this Agreement and
exhibits attached hereto, and to perform its obligations hereunder and
thereunder, and no other action on the part of Assignor is required in
connection therewith. This Agreement has been duly executed and
delivered by the Assignor and constitutes the legal, valid, and binding
obligation of the Assignor, enforceable against it in accordance with its terms,
and has been approved by the officers and board of the Assignor, which are the
only approvals required for the consummation of the assignment by the
Assignor. Upon the execution and delivery by the Assignor of the
Agreement and exhibits attached hereto, the Agreement will constitute the legal,
valid, and binding obligations of the Assignor, enforceable against them in
accordance with their respective terms.
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3.3 Assignor
owns all right, title and interest to the License Agreement. No
authorization, approval, notice, license or consent, and no registration or
filing with, any governmental or regulatory official, body or authority is
required in connection with the execution, delivery and performance of this
Agreement or the exhibits attached hereto by the Assignor.
4.
Indemnification.
4.1 Assignor
shall indemnify and hold Assignee harmless from any and all claims, demands,
causes of action, losses, costs (including, without limitation, court costs and
attorneys' fees), liabilities or damages of any kind or nature whatsoever that
Assignee may sustain by reason of Assignor’s breach or non-fulfillment (whether
by action or inaction), at any time, of any representation, covenant or
obligation under this Agreement.
4.2 Assignee
shall indemnify and hold Assignor harmless from any and all claims, demands,
causes of action, losses, costs (including, without limitation, court costs and
attorneys' fees), liabilities or damages of any kind or nature whatsoever that
Assignor may sustain by reason of Assignee’s breach or non-fulfillment (whether
by action or inaction), at any time, of any representation, covenant or
obligation under this Agreement.
5.
Confidentiality. The
parties hereto agree to keep this Agreement and the information contained herein
strictly confidential except as required to be disclosed by federal or state
securities laws. Any breach of the restrictions set forth in this
Section may cause irreparable harm to the nonbreaching party. Any
such breach will entitle the nonbreaching party to injunctive relief in addition
to all legal remedies.
6.
Miscellaneous. This
Agreement shall be interpreted and enforced under the laws of the State of
Nevada, without regard to its conflict of law principles. For all disputes
arising out of this Agreement, the parties consent to the jurisdiction and venue
of the courts located in the state of Nevada. This Agreement shall be construed
without regard to the party or parties responsible for its preparation and shall
be deemed to have been prepared jointly by the parties. All headings
in this Agreement are included solely for convenient reference, and shall not
affect its interpretation. If any provision of this Agreement is
determined by a court to be unenforceable as drafted, that provision shall be
construed in a manner designed to effectuate its purpose to the greatest extent
possible under applicable law, and the enforceability of other provisions shall
not be affected. This Agreement supersedes any prior and
contemporaneous agreements whether oral or written between the parties
concerning its subject matter. The waiver of one breach or default or
any delay in exercising any rights will not constitute a waiver of any
subsequent breach or default. No term of this Agreement shall be
considered waived and no breach excused by either party unless made in
writing. No consent, waiver, or excuse by either party, express or
implied, unless in writing, shall constitute a subsequent consent, waiver or
excuse.
(Signature Pages Immediately
Follow)
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IN WITNESS WHEREOF, the parties have
executed this Agreement the day and year first above written.
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ASSIGNOR:
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ASSIGNEE:
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TRUSSNET CAPITAL PARTNERS (HK)
LTD.
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LED POWER, INC.
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By:
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By:
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Xxxxx Xxx,
Director
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Xxxxxx
Xxxxxxxx,
President
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EXHIBIT
A
Exclusive
License Agreement
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