Exhibit 10.1
ASSIGNMENT AGREEMENT
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ASSIGNMENT AGREEMENT, dated as of November 7, 2006 (this "Agreement"),
by and between BTHC III, Inc., a Delaware corporation ("Assignor") and Bronze
Marketing, Inc., a Nevada corporation ("Assignee"). Capitalized terms used, but
not otherwise defined, herein have the meanings ascribed to them in the Share
Exchange Agreement (as defined below).
BACKGROUND
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Assignor is a party to that certain Share Exchange Agreement, dated as
of September 7, 2006 (the "Share Exchange Agreement"), by and among Assignor,
Xxxxx Steel Technology Co., Ltd., a British Virgin Islands company (the
"Company"), and the stockholders of the Company (the "Stockholders"). Assignor
desires to assign all of its rights, obligations and duties under the Share
Exchange Agreement to Assignee and Assignee desires to assume all of such
rights, obligations and duties.
TERMS AND CONDITIONS
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NOW, THEREFORE, in consideration of the premises and of other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignment of Rights: Assignor hereby assigns, transfers and
conveys to Assignee and Assignee hereby accepts such
assignment of Assignor's right, title and interest in, to and
under the Share Exchange Agreement.
2. Assumption: Assignee hereby agrees to perform and discharge
all of the obligations of Assignor under the Share Exchange
Agreement and Assignee hereby assumes such obligations of
Assignor under and with respect to the Share Exchange
Agreement as if Assignee had entered into the Share Exchange
Agreement directly with Xxxxx and the Stockholders.
3. Assignee's Acknowledgment: Assignee hereby acknowledges that
Assignee has read the Share Exchange Agreement and has
received an original or an exact copy of the Share Exchange
Agreement.
4. Consent of the Company and Stockholders: The Company and each
of the Stockholders hereby consent and agree to the assignment
and assumption of the Share Exchange Agreement as provided for
herein.
5. Successors: Any further assignment under the Share Exchange
Agreement shall be subject to the consent of Xxxxx and the
Stockholders as provided in the Share Exchange Agreement.
6. No Defaults under the Share Exchange Agreement: Assignor
represents and warrants that the Share Exchange Agreement is
in full force and effect, its representations and warranties
thereunder are true and correct as of the date thereof and it
has not breached or defaulted in the performance of its
obligations thereunder.
7. Authority and Enforceability. Assignee hereby represents that
it has all requisite power and authority to enter into and
perform its obligations under the Share Exchange Agreement and
to carry out the transactions contemplated thereby. When
executed and delivered, this Agreement and the Share Exchange
Agreement will be enforceable against Assignee in accordance
with their terms.
8. Resignation. At or prior to the closing of the transactions
contemplated by the Share Exchange Agreement, all current
officers and directors of Assignee shall tender a letter of
resignation from their respective offices and positions with
Assignee.
9. Miscellaneous: This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and
all of which when taken together shall constitute a single
document. Facsimile execution and delivery of this Agreement
is legal, valid and binding execution and delivery for all
purposes. This Agreement shall be governed by the laws of the
State of Delaware without giving effect to the conflicts of
laws principles thereof. No amendment, modification or
supplement of this Agreement will be binding unless signed by
the party against whom enforcement is sought.
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IN WITNESS WHEREOF, duly authorized representatives of the undersigned
have executed this Agreement as of the date first above written.
ASSIGNOR:
BTHC III, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: CEO and President
ASSIGNEE:
BRONZE MARKETING, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President and
Chief Executive Officer
COMPANY:
XXXXX STEEL TECHNOLOGY CO., LTD.
By: /s/ NI GUOXIANG
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Name: NI GUOXIANG
Title: CEO
STOCKHOLDERS:
/s/ Gao Feng
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Gao Feng
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
