ASSIGNMENTAND ASSUMPTION AGREEMENT

 

 

    This Assignment and Assumption Agreement (the “Agreement”) is made and entered into as of February 11, 2010, between T.O.D. Taste on Demand Inc., a Nevada corporation (the “Parent”), and T.O.D. (2010) Inc., a Nevada corporation wholly owned by the Parent (the “Sub”).

 

    WHEREAS, Parent is the sole owner of the Sub;

 

    WHEREAS, Parent is the owner of certain assets and liabilities, including without limitation, a patent filed with the Israeli Patent Office on October 23, 2007 and a distribution agreement;

 

    WHEREAS, as a condition to the Agreement and Plan of Merger (“Merger Agreement”) made February 8, 2010 by and among the Parent, China Environmental Protection Inc., Dragon Path International Limited and Weihua Zhao, Parent is required to complete the transfer of all its current business and assets into Sub and affect a distribution of Sub as a stock dividend to the shareholders of Parent;

 

    WHEREAS, Parent wishes to assign to Sub, and Sub wishes to assume from Parent, all of the assets and liabilities of the Parent, for such consideration and on such terms as set out below;

 

    NOW THEREFORE, in consideration of the above premises and the mutual representations, warranties, covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

 

    1.           Assignment of Assets.  Parent hereby assigns to Sub all of its rights, title and interest in, to and under all of its assets, including without limitation, the following assets (collectively, the “Assigned Assets”):

 

 

 (b)           All intellectual property rights of Parent (collectively, the “Intellectual Property”); provided that, concurrently with or subsequent to the execution of this Agreement, Parent will be executing and filing with the Israel Patent Office assignments of patents and trademarks for such items of Intellectual Property which have been registered as such with the Israel Patent Office.

 

     (c)           All licenses, franchises, grants, easements, exceptions, certificates, consents, permits, approvals, orders and other authorizations of any governmental body held by the Parent (collectively, the “Licenses”).

 

    (d)           All leasehold rights under those certain personal property leases held by the Parent (collectively, the “Assigned Personal Property Leases”).

 

    (e)           All of the tangible assets of the Parent (the “Tangible Assets”).

 

 

 

 

    3.   Representations of the Parent.

 

    Parent hereby represent and warrant to Sub the following:

   

    (a)   Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with full power and authority to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

 

    (d)    The Assigned Assets constitute all of the assets of Parent.  Parent is the sole owner of the Assigned Assets and has good and marketable title to the Assigned Assets, free and clear of any liens, pledges, hypothecations, charges, adverse claims, options, preferential arrangements or restrictions of any kind, including, without limitation, any restriction of the use, voting, transfer, receipt of income or other exercise of any attributes of ownership. Upon the consummation of the transactions contemplated hereby, the Parent will have no assets.

    (e)    The Liabilities constitute the only liabilities of Parent relating to the Assigned Assets.  Upon the consummation of the transactions contemplated hereby, the Parent will have no liabilities with respect to the Assigned Assets.

 

    4.   Representations of the Sub.

The Sub hereby represents and warrants to the Parent the following:

 

 

 

    (b)           The Sub has the absolute and unrestricted right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement, when executed and delivered by Parent, will be a valid and binding obligation of Sub, enforceable against it in accordance with its terms.

 

    (c)           Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to which either Sub is a party or by which it is bound, or (ii) any law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to Sub or its assets or properties.

 

    4.             Power of Attorney.  Parent hereby constitutes and appoints Sub its true, lawful and irrevocable attorney to demand, receive and enforce the performance of the terms of the Assigned Contracts, the Intellectual Property, the Licenses, and the Assigned Personal Property Leases, or to otherwise deal in respect of the Assigned Assets, and to give receipts, releases and satisfactions for the same, and this may be done either in the name of Parent or in the name of Sub with the same force and effect as Parent could do if this Agreement had not been made.

 

    5.             Payment of Expenses.  Sub shall be liable for any and all costs and expenses arising out of or in connection with the transactions contemplated by this Agreement.  In the event that Parent receives any invoices for costs and/or expenses associated herewith after the date hereof, Parent shall forward such invoices to Sub for payment.

 

    6.             Miscellaneous.

 

    (a)           This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada.

 

    (b)           If any covenant or agreement contained herein, or any part hereof, is held to be invalid, illegal or unenforceable for any reason, such provision will be deemed modified to the extent necessary to be valid, legal and enforceable and to give effect of the intent of the parties hereto.

 

    (c)           This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.  This Agreement supersedes all prior agreements between the parties with respect to the subject matter hereof or thereof.  There are no representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein or in the other agreements referenced herein.

 

 

 

    (e)           This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and permitted assignees and heirs and legal representatives.

 

    (f)           The parties hereto intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than the parties hereto.

 

    (g)          The parties agree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore shall not be construed against a party or parties on the ground that such party or parties drafted or was more responsible for the drafting of any such provision(s). The parties further agree that they have each carefully read the terms and conditions of this Agreement, that they know and understand the contents and effect of this Agreement and that the legal effect of this Agreement has been fully explained to its satisfaction by counsel of its own choosing.

 

    (h)           The parties hereto agree to execute and deliver such further documents and instruments and to do such other acts and things any of them, as the case may be, may reasonably request in order to effectuate the transactions contemplated by this Agreement.

 

    (i)            This Agreement may be executed in counterparts and by facsimile, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

 

 

 

 

 

 

    IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed by its duly authorized officer or representative as of the date first above written.

 

 

PARENT:   T.O.D. TASTE ON DEMAND, INC.     By: /s/ David Katzir Name:  David Katzir Title:    President   SUB:   T.O.D. (2010) INC.       By: /s/ David Katzir Name:  David Katzir Title:    President

 

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