ASSIGNMENT AND ASSUMPTION AGREEMENT
Execution
Copy
ASSIGNMENT
AND ASSUMPTION AGREEMENT, dated as of October 9, 2007 (this “Agreement”),
by
and between Omnia Luo Group Limited, a British Virgin Islands company (the
“Assignor”),
and
Wentworth II, Inc., a Delaware Corporation (the “Assignee”).
WITNESSETH
WHEREAS
the Assignor is a party to the agreements listed on Schedule A attached hereto
(each, an “Agreement”
and,
collectively, the “Agreements”);
WHEREAS
the Assignor has indicated an intention to assign its interests and obligations
under the Agreements to the Assignee;
WHEREAS
the Assignee has agreed to become the successor to the Assignor under the
Agreements;
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) 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 each of the Agreements.
(b) In
consideration of the assignment made herein to the Assignee, the Assignee hereby
assumes and agrees to pay, perform and observe in full all covenants,
agreements, and obligations of the Assignor under each of the
Agreements.
2. Successors
and Assigns.
This
provisions of this Agreement shall inure to the benefit of, and be binding
upon,
the successors and assigns of the parties hereto.
3. 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.
4. 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.
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remainder of this page is intentionally left blank.]
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.
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OMNIA
LUO GROUP LIMITED
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Name:
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Title:
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WENTWORTH
II, INC.
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Name:
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Title:
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SCHEDULE
1
1. Shareholders
Agreement, dated as of December 15, 2006, by and among Omnia Luo Limited,
Existing Shareholders (as such term is defined therein), and the Preferred
Share
Investors (as such term is defined therein), as modified and amended by those
certain Amendment Agreements with the Preferred Share Investors, each dated
as
of October 4, 2007.
2. Preferred
Stock Purchase Agreement, dated as of December 15, 2006, by and among Omnia
Luo
Group Limited, Luo Zheng, and XXXX-Xxxxxx Greater China Investment Fund Limited,
as modified and amended by that certain Amendment Agreement with XXXX-Xxxxxx
Greater China Investment Fund Limited, dated as of October 4, 2007.
3.
Preferred
Stock Purchase Agreements, dated as of December 15, 2006, by and among Omnia
Luo
Group Limited, Luo Zheng, and certain other purchasers of Preferred Shares
of
Omnia Luo Group Limited, as modified and amended by certain Amendment Agreements
with such purchasers dated as of October 4, 2007.
