Assignment Agreement
exhibit 7.27
This Assignment Agreement (the “Agreement”) is made as of February 18, 2019 (the “Effective Date”), by ▇▇▇▇▇▇▇ ▇▇▇▇▇, an individual who is a citizen of the United States of America (“▇▇. ▇▇▇▇▇”), and the ▇▇▇▇▇▇▇ ▇▇▇▇▇ 2016 Descendants Trust (the “Trust,” and together with ▇▇. ▇▇▇▇▇, the “Parties” and each a “Party”).
RECITALS
WHEREAS, ▇▇. ▇▇▇▇▇, as grantor, established the Trust and entered into a trust agreement (the “Trust Agreement”) by and between ▇▇. ▇▇▇▇▇, and the Trust on May 9, 2016;
WHEREAS, pursuant to Section 3.1.1 of the Trust Agreement, the trustee of the Trust (the “Trustee”) was obligated to pay to ▇▇. ▇▇▇▇▇, in his capacity of Grantor, two annuity payments for each full year of the Trust’s term;
WHEREAS, on March 3, 2018 the Trust, ▇▇. ▇▇▇▇▇, and L & L Horizon, LLC (the “LLC”) entered into an operating agreement (the “Operating Agreement”), pursuant to which the Trust contributed 1,062,821 Class B Common Shares in Ehi Car Services, Ltd., constituting all of its assets, for membership rights and a 14.88% ownership interest in the LLC (the “Trust’s LLC Interest”);
WHEREAS, pursuant to Sections 3.1.1 of the Trust Agreement, as of May 9, 2018, the Trust is obligated to pay ▇▇. ▇▇▇▇▇ an amount equal to $5,673,676.80 as the second annuity payment (the “Second Annuity Payment”), an amount which exceeds the entire value of the Trust’s assets;
WHEREAS, in accordance with the terms of the Operating Agreement, the Parties desire to transfer and assign all of the Trust’s LLC Interest, constituting all of the Trust’s assets, to ▇▇. ▇▇▇▇▇ (the “Second Distribution”) in full satisfaction of the Trust’s obligation to pay the Second Annuity Payment; and
WHEREAS, following the Second Distribution, the Trust will: (i) hold no assets, (ii) be disassociated as a member of the LLC pursuant to Section 6.7 of the Operating Agreement, and (iii) terminate in accordance with Section 4 of the Trust Agreement.
NOW, THEREFORE, that Parties agree as follows:
1. ASSIGNMENT.
1.1 In full satisfaction of the Trust’s obligation to pay ▇▇. ▇▇▇▇▇ the Second Annuity Payment, the Trust hereby assigns, conveys, transfers, and sets over to ▇▇. ▇▇▇▇▇, his successors and assigns, all of the Trust’s right, title and interest in, and to the Trust’s LLC Interest.
1.2 ▇▇. ▇▇▇▇▇ hereby accepts the forgoing assignment.
IN WITNESS WHEREOF, the Parties have duly executed this Assignment Agreement as of the Effective Date.
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ▇▇▇▇▇▇▇ ▇▇▇▇▇ 2016 DESCENDANTS TRUST | |||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Trustee | |||