NOTE ASSIGNMENT AGREEMENT
Exhibit
10.7
This
NOTE ASSIGNMENT
AGREEMENT (this “Agreement”), dated as of July
30, 2010, is by and among China Broadband, Inc, a Nevada corporation (the “Company”) and Chardan SPAC
Asset Management, LLC (the “Investor”; together with the
Company, the “Parties”). Capitalized
terms not otherwise defined herein shall have the meanings set forth in that
certain Series B Preferred Stock Purchase Agreement, dated May 20, 2010, between
the Company and the Investor (the “Purchase
Agreement”).
BACKGROUND
On May 20, 2010, the Parties executed
the Purchase Agreement whereby the Investor agreed to purchase from the Company
$2,400,000 (the “Purchase
Price”) of Units consisting of shares of the Company’s Series B Preferred
Stock and warrants to purchase shares of the Company’s common stock. In June
2010, the Investor loaned $2,000,000 to Sinotop Group Limited, a Hong Kong
corporation (“Sinotop”),
as evidenced by the issuance of a note to the Investor (the “Sinotop Note”). The
Parties desire that $2,000,000 of the Purchase Price be paid through
the assignment of the Sinotop Note to the Company (the “Note
Assignment”).
It is a condition precedent to the
closing under the Purchase Agreement that the Investor and the Company enter
into the present Agreement.
AGREEMENT
In
consideration of the mutual representations, warranties and covenants contained
herein, and intending to be legally bound hereby, and subject to the
satisfaction of the conditions set forth in Section 4 hereof, the Parties hereto
agree as follows:
1. Note
Assignment. The Investor hereby assigns, grants, transfers,
conveys and relinquishes to the Company, and the Company hereby accepts from the
Investor, all of the right, title and interest of the Investor in the Sinotop
Note. The Investor represents and warrants to the Company that (i)
the Investor owns the Sinotop Note free and clear of any lien, encumbrance,
claim or interest of any kind, and (ii) there are no restrictions or conditions
to the transfer of the Sinotop Note. The Company agrees that, except
for the foregoing representations and warranties, the Sinotop Note is
transferred without any warranties or representations of any kind, express or
implied.
2. Consideration. The
Parties hereby agree and acknowledge that the Note Assignment shall constitute
$2,000,000 of the Purchase Price under the Purchase Agreement;
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3. Representations and Warranties of the
Company. The Company hereby represents and warrants that the
representations and warranties made by the Company in Section 5 of the Purchase
Agreement qualified as to materiality shall be true and correct at all times
prior to and on the Closing Date, except to the extent any such representation
or warranty expressly speaks as of an earlier date, in which case such
representation or warranty shall be true and correct as of such earlier date,
and, the representations and warranties made by the Company in Section 5 of the
Purchase Agreement not qualified as to materiality shall be true and correct in
all material respects at all times prior to and on the Closing Date, except to
the extent any such representation or warranty expressly speaks as of an earlier
date, in which case such representation or warranty shall be true and correct in
all material respects as of such earlier date
4. Representations and Warranties of the
Investor. The Investor hereby represents and warrants that the
representations and warranties in Section 4 of the Purchase Agreement made by
the Investor shall be true and correct in all material respects at the time of
Closing as if made on and as of such date.
5. Governing Law. All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof, and in accordance with Section 10.6 of
the Purchase Agreement.
6. Severability. If
any provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.
7. Successors. This
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns. The Company may not assign
this Agreement or any rights or obligations hereunder without the prior written
consent of the Investor. The Investor may assign any or all of its
rights under this Agreement to any Person to whom the Investor assigns or
transfers any Securities, provided such transferee agrees in writing to be
bound, with respect to the transferred Securities, by the provisions hereof that
apply to the Investor.
8. Entire
Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof and no party shall be liable or bound to any other in any
manner by any representations, warranties, covenants and agreements except as
specifically set forth herein and therein.
9. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
[Signature
Page Follows]
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IN WITNESS WHEREOF, the
parties hereto have caused this Note Assignment Agreement to be duly executed by
their respective authorized signatories as of the date first indicated
above.
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COMPANY:
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By:
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Name:
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Title:
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INVESTOR:
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CHARDAN
SPAC ASSET MANAGEMENT, LLC
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By:
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Name: Xxxxxx
Xxxxxxxx
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Title:
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