ASSIGNMENT AND
ASSUMPTION
and
STOCK SALE
AGREEMENT
This Assignment and Assumption and Stock Sale
Agreement (this “Agreement”) is made and entered into
on September 25, 2009, by and among the following parties (each, a
“Party” and collectively, the
“Parties”): China Agro Sciences Corp., a
Florida corporation (the “Seller”), Dalian
Holding Corp., a Florida corporation (the
“Subsidiary”), and the four individuals
identified as “Purchasers” on the signature page of
this Agreement (the “Purchasers”).
WHEREAS, the Seller is the sole shareholder of the
Subsidiary; and
WHEREAS, the Subsidiary owns all of the
registered capital of DaLian Runze Chemurgy Co., Ltd. (the
“Operating Company”), which is engaged in the business
of manufacturing chemicals in The People’s Republic of China
(the “Business”); and
WHEREAS, the Seller desires to sell to the Purchasers
100% of the issued and outstanding stock of the Subsidiary. In
Exchange, the Purchaser has retired a total of 14,000,000 shares of
common stock, $0.001 par value per share, of the Seller. In
addition, the Purchaser agrees to assume all the assets and
liabilities of the Subsidiary (the “Subsidiary
Business”) ; and
WHEREAS, the Purchasers have agreed to guarantee
personally the obligations to the Seller assumed by the Purchasers,
including the liabilities assumed and the indemnification
obligation described herein; and
WHEREAS, on August 30, 2009 the Seller entered into an
agreement with the Purchasers pursuant to which the Purchasers
transferred 14 million shares of the Seller’s common stock to
the Seller in exchange for the exclusive right to purchase the
Subsidiary.
NOW, THEREFORE, in consideration of the mutual promises made
herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, agree as follows:
ARTICLE 1
: TRANSFER AND
ASSIGNMENT OF ASSETS
On the terms and subject to the conditions herein expressed, the
Seller hereby sells, conveys, transfers, assigns, sets over and
delivers to the Purchasers 100% of the issued and outstanding
shares of the Subsidiary at the Closing Date (as defined in Section
3.1), and the Purchasers assume and accept, all of the Subsidiary
assets (the “Business Assets”), including without
limitation the following, if but only if it was owned by the Seller
prior to August 30, 2009:
1.1
Machinery and Equipment . All machinery,
equipment, computers and computer hardware, office furniture and
fixtures, and other fixed or tangible assets;
1.2
Inventories
. All inventories,
including without limitation merchandise, materials, component
parts, production and office supplies, stationery and other
imprinted material, promotional materials, and business
records;
1.3
Intangible
Property . All intangible assets of Subsidiary
which are transferable including, but not limited to, customer and
supplier lists, privileges, permits, licenses, software and
software licenses, certificates, commitments, goodwill, registered
and unregistered patents, trademarks, service marks and trade
names, and applications for registration thereof and the
goodwill associated therewith;
1.4
Cash and Accounts
Receivable. All accounts receivable, deposit
accounts, cash and cash equivalents and securities owned by the
Subsidiary including, excluding only the capital stock of the
Subsidiary owned by the Subsidiary and transferred
hereunder;
1.5
Contract Rights
. All rights and
benefits of or in favor of Subsidiary resulting or arising from any
contracts, purchase orders, sales orders, forward commitments for
goods or services, leases, franchise or license agreements,
beneficial interests in covenants not to compete or confidentiality
covenants, the rights of Seller related to any other agreements
whatsoever which arise out of the operation of the Business;
and
1.6
Claims.
Claims made in lawsuits and other
proceedings filed by the Seller or Subsidiary, judgments and
settlements in the Seller’s or Subsidiary's favor, rights to
refunds, including rights to and claims for federal and state
income and franchise tax refunds and refunds of other taxes paid
based upon or measured by the income of the business prior to the
Closing, and insurance policies and rights accrued
thereunder.
ARTICLE 2
: ASSUMPTION OF
LIABILITIES
1.1
Scope of Liabilities
Assumed. The Subsidiary and Purchasers shall
assume and undertake to perform, pay, satisfy or discharge in
accordance with their terms, any debt, loss, damage, adverse claim,
liability or obligation (whether direct or indirect, known or
unknown, asserted or unasserted, absolute or contingent, accrued or
unaccrued, liquidated or unliquidated, or due or to become due, and
whether in contract, tort, strict liability or otherwise) related
to the Subsidiary or Bu