ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of September 21, 1998, by
and between Inovision Corporation, a Delaware corporation (the "Company"), and
Frogtown Holdings, Inc., a Delaware corporation (the "Majority Stockholder").
W I T N E S S E T H:
WHEREAS, the Company adopted a Plan of Complete Liquidation and
Dissolution effective November 9, 1994 (the "Plan"), pursuant to which the
Company will distribute the remainder of its assets to the holders of record
(the "Holders") of the shares of Common Stock of the Company that were issued
and outstanding on November 9, 1994 (the "Shares") in a final distribution (the
"Final Distribution") and file a Certificate of Dissolution with the Secretary
of State of the State of Delaware;
WHEREAS, certain of the Company's assets cannot easily be liquidated or
distributed to the Holders and certain of the Company's liabilities are of an
ongoing or contingent nature.
WHEREAS, the Majority Stockholder is the Holder of approximately 82.05%
of the Shares;
NOW THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto hereby agree as follows:
1. Assignment of Settlement Rights. The Company hereby sells,
assigns, transfers, sets over and conveys to the Majority Stockholder, and the
Majority Stockholder hereby accepts, all of the Company's rights in and to: (a)
royalties from the motion picture "Benji, the Hunted," and (b) payments arising
out of a settlement agreement with ITC Productions, Inc., Computer Graphics
Laboratories, Inc., and GCL Studios, Inc. relating to the potential production
of an animated motion picture featuring music by the Beatles.
2. Transfer of Name. The Company hereby agrees with the Majority
Stockholder that upon the filing of the Certificate of Dissolution, all rights
of the Company in and to the name "Inovision Corporation" shall be transferred
to the Company's designee, Hilltop Ventures, Inc. pursuant to an assignment
reasonably satisfactory to the Majority Shareholder.
3. Agreement with American Stock Transfer. The Company and American
Stock Transfer & Trust Co. ("AST") are entering into an Agreement, dated
September 21, 1998, pursuant to which the Majority Stockholder is a party for
the purposes of Sections 5, 6 and 8 thereof (the "AST Agreement"). Pursuant to
the AST Agreement, the Company is transferring to AST all amounts held by it in
respect of Unclaimed Amounts (as defined in the AST Agreement)
with respect to the Liquidating Distribution (as defined in the AST Agreement)
and all amounts payable in the Final Distribution. The Majority Stockholder
hereby confirms, for the benefit of the Company and the Holders, its obligations
under the AST Agreement.
4. Indemnification and Certain Other Liabilities. The Majority
Stockholder and Xxxxx Holdings, Inc. hereby confirm their obligations under the
letter, dated November 9, 1994, from the Majority Stockholder and Xxxxx
Holdings, Inc. to the Company to indemnify persons (and such persons' heirs,
executors, administrators, successors and assigns) who would be entitled to
indemnification from the Company for certain matters to the fullest extent that
the Company would be permitted to indemnify such persons under Delaware law. The
Majority Stockholder and Xxxxx Holdings, Inc. hereby further confirm that they
will waive all rights they may have to claim contribution from other Holders in
the event that a claim is made against the Majority Stockholder or Xxxxx
Holdings, Inc. for liabilities of the Company. The Majority Stockholder hereby
assumes all liabilities of the Company to pay legal and accounting fees and
expenses payable after the date hereof in respect of services performed for the
Company, and all liabilities of the Company with respect to Delaware franchise
taxes to the extent not paid on or prior to the date of filing the Certificate
of Dissolution.
5. Agreed Value of Assignments and Assumptions. The parties agree
that the fair value of the aggregate of the assignments and assumption of
liabilities and obligations hereunder, and the amount to be credited to the
Company in the computation of the amount payable to the Majority Stockholder in
the final distribution to be made to holders of the shares of common stock of
the Company that were issued and outstanding on November 9, 1994, is $412,500.
6. Binding on Successors and Assigns. The parties hereby agree that
this Assignment and Assumption Agreement shall inure to the benefit of, and be
binding upon, the successors and assigns of the Company and the Majority
Stockholder.
7. Governing Law. This Assignment and Assumption Agreement shall be
governed by the law of the State of New York, without regard to the principles
of conflicts of law thereof.
IN WITNESS WHEREOF, each of the undersigned parties have caused this
Assignment and Assumption Agreement to be duly executed by its duly authorized
representative as of the date first above written.
INOVISION CORPORATION
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: Chairman of the Board
FROGTOWN HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: President
Confirmed with Respect to Paragraph 4
XXXXX HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: President
