Vend Out Agreement between Man Shing Agricultural Holdings, Inc. and Pablo Torres

 

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties hereto mutually agree as follows:

 

AGREEMENT

 

1.  Purchase and Sale of MSAH Assets and Liabilities.  Subject to the terms and conditions hereof, MSAH  will transfer to Buyer, and Buyer will acquire from MSAH, MSAH  Assets and Liabilities in exchange for assumption of all MSAH  Assets and Liabilities (the "Purchase Price").

               

2.

Delivery of the Purchase Price.  At the Closing, Buyer shall deliver to MSAH  good and valuable consideration of not less than the Purchase Price.

 

3. Delivery.  At the Closing, MSAH  shall deliver to Buyer all applicable documents representing all MSAH  Assets and Liabilities and such documents shall be properly endorsed for transfer.

 

Representations and Warranties of MSAH .  MSAH  hereby represent and warrant to Buyer as follows:

4.1  

Corporate Organization and Authority.  MSAH  is a corporation duly organized, validly existing, authorized to exercise all of its corporate powers, rights and privileges, and in good standing in the State of Nevada.  MSAH  has the full power and authority to enter into and to perform this Agreement in accordance with its terms, and the execution, delivery and performance of this Agreement by MSAH  have been duly authorized by all necessary corporate action on the part of MSAH .  Neither the execution nor delivery of this Agreement nor compliance by MSAH  with its obligations under the terms of this Agreement will (i) conflict with the certificate of incorporation or by-laws of MSAH , any rule, regulation, statute or order of any governmental body or court applicable to it or its property or to any agreement or instrument to which it is a party or by which it is bound, or (ii) result in the creation of any liens upon any of the MSAH  Assets to be transferred  pursuant to this Agreement.

4.2  

No consent or approval of any third party is required with respect to the actions to be taken hereunder by MSAH .

4.3  

Title to MSAH  Assets and Liabilities.  MSAH  owns beneficially and of record, free and clear of any lien, option or other encumbrance, and has full power and authority to convey, free and clear of any lien or encumbrance, the total assets of $304,210 and upon delivery of the Purchase Price for such Assets as provided in this Agreement, MSAH  will convey to Buyer or at his direction to others, good and valid title thereto, free and clear of any lien or other encumbrance. In addition, MSAH  will assign to Buyer or his nominee the debt of $258,745 and liabilities incurred up to August 31, 2009 owed by MSAH .

5.3

          Authority to Execute and Perform Agreement.  Buyer has the full legal right and power and all authority and approvals. If any, required to enter into, execute and deliver this Agreement and to perform fully Buyers’ obligations hereunder. The execution and delivery by Buyer of this Agreement and the performance by Buyer of this Agreement in accordance with its terms and conditions will not (i) require the approval or consent of any federal, state, local or other governmental or regulatory body or the approval or consent of any other person; (ii) conflict with or result in any breach or violation of any of the terms and conditions of, (or with notice or lapse of time or both, conflict with or result in any breach or violation of any of the terms and conditions of) any judgment or decree applicable to him of the Shares or any instrument, contract or other agreement to which Buyer is a party.

 

MAN SHING AGRICULTURAL HOLDINGS, INC. (F/K/A MONTGOMERY REAL ESTATE SERVICE, INC.)