PURCHASE AND
ASSIGNMENT AGREEMENT
THIS PURCHASE AND
ASSIGNMENT AGREEMENT (this “Agreement”), is
entered into on March 9, 2011, by and between Great East Bottles
& Drinks (BVI), Inc. (the “Assignor”) and Chan Ka
Wai (the “Assignee”).
WHEREAS
, Assignor is the legal
and beneficial owner of that certain past due promissory note dated
March 9, 2011 , due by Great East Bottles & Drinks
(China) Holdings, Inc., a Florida corporation, with its principle
place of business in Hong Kong (the “Company”) in the
principal amount of HK$10,834,900 (the
“Note”);
WHEREAS
, Assignor desires to
assign to Assignee and Assignee desires to accept from Assignor the
Note on the basis of the representations, warranties and agreements
contained in this Agreement;
WHEREAS
, as consideration for
assignment of the Note by Assignor as set forth herein, the
Assignee has agreed to pay Assignor or its designees the aggregate
sum of $600,000 United States Dollars (the “ Purchase
Price ”).
NOW,
THEREFORE, in
consideration of the foregoing and for other good and valuable
consideration, the adequacy of which is hereby acknowledged, the
parties hereto agree as follows:
1.
Assignment.
a)
On the Closing Date (as
set forth below), for the payment of the Purchase Price the
Assignor hereby absolutely, irrevocably and unconditionally sells,
assigns, conveys, contributes and transfers to the Assignee the
rights and interests to the Note owned by the Assignor and all of
his rights and benefits thereunder and conferred therein and the
Assignee accepts such assignment.
b)
Closing
Procedures .
The closing of the assignment contemplated hereunder shall
take place within 2 days of the date of execution hereof (the
“ Closing Date ”) or such other date as mutually
agreed by the parties hereto. On the Closing Date, the
Assignee shall pay the Purchase Price for the rights and interests
to the Note.
2.
Additional
Documents . The Assignor agrees to take
such further action and to execute and deliver, or cause to be
executed and delivered, any and all other documents which are, in
the opinion of the Assignee or its counsel, necessary to carry out
the terms and conditions of this Assignment.
3.
Effective Date and
Counterpart Signature . This Agreement shall be
effective as of the date first written above. This Agreement,
and acceptance of same, may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Confirmation of execution by telex or by telecopy or telefax
of a facsimile signature page shall be binding upon that party so
confirming.
4.
Representations
and Warranties of the Assignee .
a)
Organization:
Authority .
The Assignee is an entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
organization with full right, corporate, partnership or other
applicable power and authority to enter into and to consummate the
transactions contemplated by this Agreement and otherwise to carry
out its obligations thereunder, and the execution, delivery and
performance by the Assignee of the transactions contemplated by
this Agreement have been duly authorized by all necessary corporate
or similar action on the part of the
1
Assignee. This
Agreement, when executed and delivered by the Assignee, will
constitute a valid and legally binding obligation of the Assignee,
enforceable against the Assignee in accordance with its terms,
except (a) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, and any other
laws of general application affecting enforcement of
creditors’ rights generally, (b) as limited by laws relating
to the availability of specific performance, injunctive relief, or
other equitable remedies, or (c) to the extent the indemnification
provisions contained herein may be limited by federal or state
securities laws.
b)
Investment
Experience: Access to Information and Preexisting
Relationship . The Assignee (a) either
alone or together with its representatives, has such knowledge and
experience in financial and business matters as to be capable of
evaluating the merits and risks of this investment and make an
informed decision to so invest, and has so evaluated the risks and
merits of such investment, (b) has the ability to bear the economic
risks of this investment and can afford a complete loss of such
investment, (c) understands the terms of and risks associated with
the acquisition of the Note, including, without limitation, a
lack of liquidity, price transparency or pricing availability and
risks associated wit
