ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT
10.3
This
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”),
dated
as of May 18, 2006, is between and among W.B. Capital Group, Inc. (“Assignor”),
the
assignees set forth on Exhibit
B
attached
hereto (“Assignees”),
and
WT Holdings Corporation (“Maker”),
formerly known as Fortune Entertainment Corporation.
WHEREAS,
on March 15, 2001, the Xxxxxx Family Limited Partnership (“Xxxxxx”)
loaned
Maker $25,000 in exchange for a promissory note in the principal amount of
$25,000 bearing interest at a rate of 11% per annum (“March
2001 Note”).
WHEREAS,
on June 18, 2001, Xxxxxx loaned Maker $15,000 in exchange for a promissory
note
in the principal amount of $15,000 bearing interest at a rate of 11% per
annum
(“June
2001 Note”)
(the
March 2001 Note and June 2001 Note are hereinafter collectively referred
to as
the “Original
Notes”).
WHEREAS,
on November 21, 2005, the Original Notes were assigned to and assumed by
W.B.
Capital Group, a non-affiliate of the Maker, pursuant to an Assignment and
Assumption Agreement, for cash consideration of $45,000 paid to Xxxxxx.
WHEREAS,
on November 21, 2005, the assigned and assumed Original Notes were amended
and
restated, and combined into a single promissory note with a principal amount
of
$59,281 bearing interest at a rate of 5% per annum (“First
Amended and Restated Note”).
WHEREAS,
each of the Assignees are non-affiliates of the Maker.
WHEREAS,
each of the Assignees desire to assume all of Assignor’s interest in the First
Amended and Restated Note, and the Maker and Assignees desire to amend and
restate the First Amended and Restated Note as separate notes for each of
the
Assignees, substantially in the form attached as Exhibit
A
hereto
(the First Amended and Restated Note, as so amended, are referred to as the
“Second
Amended and Restated Notes”).
WHEREAS,
the Maker has agreed to such assignment and assumption and to perform its
obligations under the Second Amended and Restated Notes, including but not
limited to the making of payments due thereunder.
NOW,
THEREFORE, for and in consideration of the mutual premises contained herein
and
for other good and valuable consideration, the receipt and sufficiency of
which
are hereby acknowledged, the parties hereto agree as follows:
1.
Assignment
by Assignor.
Assignor hereby sells, assigns, transfers, conveys and delivers to the
Assignees, their successors and permitted assigns, 100% of all of Assignor’s
right, title and interest in, to and under the First Amended and Restated
Note,
including all of Assignor’s right to receive payment on the principal amount and
interest due thereon as of the date the assignment and assumption provided
for
herein becomes effective, to have and to hold the same unto Assignee, its
successors and permitted assigns, forever.
2.
Assumption
by Assignee.
The
Assignees hereby assume from Assignor 100% of Assignor’s right, title and
interest in, to and under the First Amended and Restated Note in the proportions
allocated and set forth on Exhibit
B,
including all of Assignor’s right to receive payment on the applicable portion
of the principal amount and interest due thereon as of the date the assignment
and assumption provided for herein becomes effective, to
have
and to hold the same unto Assignee, its successors and permitted assigns,
forever.
3.
Conditions.
As a
condition to the assignment and assumption:
(a)
Assignor
and Assignees agree to waive any and all defaults under the First Amended
and
Restated Note, and the maturity date shall be extended to July 20, 2006;
and
(b)
Maker
and
Assignees agree that (i) the First Amended and Restated Note shall be amended,
substantially in the form of the attached Second Amended and Restated Note,
so
as to permit the Assignees to convert such notes at their option into common
stock of the Maker, and (ii) 100% of the obligations under the First Amended
and
Restated Note in the form of principal and interest (with equal proportion
with
respect to principal and interest) shall be subdivided and represented by
four
separate notes, convertible into common stock of the Maker, as set forth
on
Exhibit
B
attached
hereto.
4.
Binding
Effect, Benefits.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns; nothing in this
Agreement, expressed or implied, is intended to confer on any other person,
other than the parties hereto or their respective successors and permitted
assigns, any rights, remedies, obligations or liabilities under or by reason
of
this Agreement.
5.
Effective
Date.
The
assignment and assumption of 100% of Assignor’s interest in the First Amended
and Restated Note to Assignees as provided for herein shall take effect upon
the
execution of this Agreement by all of the parties hereto.
6.
Amendments.
This
Agreement may not be modified or amended except on the written agreement
of all
of the parties hereto evidenced by their execution of such written agreement.
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7.
Miscellaneous.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of California. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of
which
together shall be deemed to be one and the same instrument. In the event
that
any signature is delivered by facsimile transmission, such signature shall
create a valid and binding obligation of the party executing (or on whose
behalf
such signature is executed) with the same force and effect as if such facsimile
signature page were an original thereof. Each party hereby agrees to take
any
and all additional actions, including, without limitation, the execution,
acknowledgement and delivery of any other documents and instruments, as the
other party may reasonably request in order to effect the assignment and
assumption contemplated hereby.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties have caused this Assignment and Assumption
Agreement to be duly executed as of the date first written above.
| “ASSIGNOR” | ||
| W.B. Capital Group, Inc. | ||
| |
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| By: | /s/ Xxxxxx Xxxx | |
|
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|
Name:
Xxxxxx Xxxx
Title:
President
|
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| “MAKER” | ||
| WT HOLDINGS CORPORATION | ||
| |
|
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| By: | /s/ Xx Xxxxx | |
|
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|
Xx
Xxxxx
Chief
Executive Officer
|
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| “ASSIGNEES” | ||
|
|
||
|
Name
of Assignee
|
||
|
|
||
| Authorized Representative | ||
|
|
||
| Title | ||
|
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| Signature | ||
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