ASSIGNMENT AGREEMENT
This Assignment Agreement (the "Assignment") is made as of December 29,
2005 by and among Rebel Holdings, LLC, a California limited liability company as
assignor (the "Assignor"), Digicorp, a Utah corporation as assignee
("Assignee"), and Rebel Crew Films, Inc., a California corporation (the
"Company").
WITNESSETH:
WHEREAS, simultaneously with executing this Assignment, the Assignor and
the Assignee are entering into a Securities Purchase Agreement (the "Purchase
Agreement") pursuant to which Assignee is purchasing a $556,306.53 loan
receivable (the "Loan Receivable") of Assignor which is owed to Assignor from
the Company in exchange for the issuance by Assignee to Assignor of a
$556,306.53 principal amount convertible note; and
WHEREAS, pursuant to the terms hereof and the terms of the Purchase
Agreement, the parties hereto are entering into this Assignment.
NOW, THEREFORE, in consideration of and for the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. All capitalized terms not defined herein shall have the meanings
ascribed to such terms in the Purchase Agreement.
2. For value received, Assignor assigns and transfers to Assignee all
rights to the Loan Receivable, subject to all the conditions and terms contained
in the Purchase Agreement. A copy of the Purchase Agreement is attached hereto
as Exhibit A and made a part hereof by reference.
3. This Assignment shall be construed and interpreted in accordance with
the laws of the State of California without giving effect to the conflict of
laws rules thereof or the actual domiciles of the parties.
4. This Assignment may be executed in one or more counterparts, each of
which shall be deemed an original and all of which taken together shall
constitute a single Assignment.
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IN WITNESS WHEREOF, the parties have executed this Assignment as of the
day and year first written above.
ASSIGNOR:
REBEL HOLDINGS, LLC
/s/ Xxx Xxxxxx
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Xxx Xxxxxx
Managing Member
ASSIGNEE:
DIGICORP
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Chief Executive Officer
CONSENT OF THE COMPANY
The Company identified in the above Assignment hereby consent to that
Assignment.
Dated: December 29, 2005 REBEL CREW FILMS, INC.
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
President
2
Exhibit A
Purchase Agreement
