ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit
4.5
ASSIGNMENT
AND ASSUMPTION AGREEMENT, dated as of May 14, 2007 (this “Agreement”),
by
and between Cabowise International Ltd., a corporation organized under
the laws
of the British Virgin Islands (the “Assignor”),
and
Oriental Intra-Asia Entertainment (China) Limited, a company incorporated
under
the laws of the People’s Republic of China (the “Assignee”).
WITNESSETH
WHEREAS
the Assignor is a party to (i) the Option Agreement, dated May 14, 2007
(the
“Option
Agreement”)
and
attached as Exhibit
A
hereto,
by and among the Assignor and the following individuals, Xxxxxxx Xxx, Xxxxxx
Xxxx, Xxxxxxx Xxxxx and Zhiblin Lai (collectively, the “Grantors”).
The
Grantors, collectively hold an 85% equity interest in Beijing PKU Chinafront
Technology Co., Ltd., a company incorporated under the laws of the People’s
Republic of China (“PKU”).
WHEREAS
the Assignor has indicated an intention to assign its interests and obligations
under the Option Agreement;
WHEREAS
the Assignee has agreed to become the successor to the Assignor under the
Option
Agreement;
NOW,
THEREFORE, the parties hereto, for good and valuable consideration, the
receipt
and sufficiency of which is hereby acknowledged, hereby agree as
follows:
1. Assignment
and Assumption:
(a) Pursuant
to Section 4 of the Option Agreement, the Assignor hereby grants, assigns,
conveys, sets over and delivers to the Assignee and its successors and
assigns
all of its right, title and interest to, and its obligations under, the
Option
Agreement.
(b) In
consideration of the assignment made herein to the Assignee, the Assignee
hereby
agrees to assume, pay, perform and observe all covenants, agreements, and
obligations of the Assignor under the Option Agreement.
2. Counterparts.
This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be
deemed
to be an original and all of which taken together shall constitute one
and the
same agreement.
3. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of New York, without regard to the principles of conflicts of law
thereof.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective proper and duly authorized officers
as of the day and year first above written in paragraph 1.
CABOWISE
INTERNATIONAL LIMITED
By:
/s/
Name:
Title:
ORIENTAL
INTRA-ASIA ENTERTAINMENT (CHINA) LIMITED
By:
/s/
Name:
Title:
PKU
CHINAFRONT TECHNOLOGY CO., LTD
By:
/s/
Name:
Title:
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