EXHIBIT 10.3
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT dated this 19th day of September,
2001 between XXXX Acquisition Corp. ("Assignor") and Vacation Ownership
Marketing, Inc. ("Assignee").
WHEREAS:
A. Assignor has sold its 8% Series A Senior Subordinated Convertible
Redeemable Debentures to Sea Lion Investors LLC, Equity Planners LLC and Myrtle
Holdings LLC having an aggregate original principal face amount of One Million
United States dollars $1,000,000 (singly, a "DEBENTURE," and collectively, the
"DEBENTURES") pursuant to a certain Securities Subscription Agreement, dated as
of August 27, 2001 ("Subscription Agreement"); and
B. Assignor is a wholly owned Subsidiary of Assignor pursuant to the
laws of the state of Delaware; and
C. Assignee has merged with Assignor pursuant to a Plan of Merger and
Certificate of ownership dated September 12, 2001 ("Merger"); and
D. Assignor wishes to assign the Debentures to Assignee and Assignee is
willing to assume the obligations of the Debentures in exchange for valuable
consideration set forth in the Agreement.
NOW THEREFORE, it is agreed that Assignor shall assign and Assignee
shall irrevocably and unconditionally assume all of the conditions and
obligations of the Subscription Agreement and Debentures, each dated as of
August 27, 2001 for the benefit of the Purchasers, as defined in the
Subscription Agreement, and the Holder, as defined in the Debentures, and
Assignee hereby certifies that the representations and warranties contained in
the Subscription Agreement are true and correct as of the date hereof, as if
Assignee has entered into and undertaken all of such obligations at the time
these instruments were given, and shall render full performance under such
instruments in the place and stead of Assignor.
XXXX Acquisition Corp. Vacation Ownership Marketing, Inc.
(Assignor) (Assignee)
By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXXXXX XXXXXXXXX
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Xxxxxxx X. Xxxxxx, President Xxxxxxx Xxxxxxxxx, President
