ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement,
dated as of November 5, 2009, by and between Mobile Presence Technologies, Inc.,
a Delaware corporation with an address of 00 Xxxxxxx Xxxxxx, Xxxxxxxxxxx,
XX 00000 (the “Corporation”) and Xxxxxxx Xxxxxxxx, an individual with
an address of 00 Xxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000 (the
“Asssignee”):
WHEREAS, the
Corporation and the Assignee are parties to a certain STOCK EXCHANGE AND
REORGANIZATION AGREEMENT, dated as of October 22, 2009, (the “Agreement”) by and
among Tianwei International Development Corporation, an Oregon
corporation (“TIDC”), CAOPU Enterprise Limited, a company organized under the
laws of the British Virgin Islands, (“CAOPU”), London Financial Group Ltd., a
company organized under the laws of the British Virgin Islands (“LFG”), Phoebus
Vision Investment Developing Group, Ltd., a company organized under the laws of
the British Virgin Islands (“Phoebus”), the Corporation and the Assignee
relating to the Corporation’s acquiring indirect ownership of certain business
operations in the Peoples Republic of China; and
WHEREAS, the execution and
delivery of this Assignment and Assumption Agreement is a condition to the
closing under the Agreement; and
WHEREAS, this Assignment and
Assumption Agreement has been duly approved by the Board of Directors and
shareholders of the Corporation;
NOW
THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, IT IS
AGREED:
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1.
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The
Corporation hereby assigns (the “Assignment”), in fee simple absolute, all
of its assets of any kind whatsoever excepting only its rights under the
Agreement, including, but not limited to those assets related to its
proposed cellular telephone application to the
Assignee.
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2.
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The
Assignee accepts the Assignment.
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3.
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The
Assignee assumes all of the indebtedness or other obligations of the
Corporation in existence on the date hereof, excluding only its obligation
to perform under the Agreement, including, but limited to any obligations
for attorney fees, accountant fees, taxes and transfer agent fees and
agrees to indemnify and hold the Corporation harmless against the same
provided the Corporation gives prompt notice of any claim for
indemnification at the address stated
above.
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IN WITNESS WHEREOF, we have
executed this agreement as of the 5th day of
November, 2009.
Mobile
Presence Technologies, Inc.
By:
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/s/
Xxxxxxx Xxxxxxxx
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/s/
Xxxxxxx Lithgtman
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Xxxxxxx
Xxxxxxxx, President and CEO
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Xxxxxxx
Xxxxxxxx, Individually
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