ASSIGNMENT AGREEMENT
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AGREEMENT, dated July 10, 1995, by and among Shanghai
Electronic Components Corp. ("SECC"), a company organized under
the laws of the People's Republic of China, Shanghai
International Trade and Investment Developing Corp. ("SIT"), (a
company organized under the laws of the People's Republic of
China,) and CopyTele, Inc. ("CopyTele"), a Delaware corporation.
W I T N E S S E T H :
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WHEREAS, SECC and CopyTele have entered into a certain
Contract for Joint Venture (the "Joint Venture Agreement"), dated
March 28, 1995, providing for the formation of Shanghai CopyTele
Electronics Co., Ltd. (the "Joint Venture Company"); and
WHEREAS, pursuant to Article 13 of the Joint Venture
Agreement, SECC desires to assign to SIT a 10% interest in the
Joint Venture Company; and
WHEREAS, the Board of Directors of the Joint Venture
Company has unanimously approved the assignment subject to the
due execution of this agreement.
NOW, THEREFORE, the parties hereto, intending to be
legally bound, hereby agree as follows:
I. SECC.
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1.1 SECC hereby assigns and transfers to SIT a 10%
interest in the capital and profits of the Joint Venture Company
as such interest in capital and profits is set forth in Article
11 and Article 43, respectively, of the Joint Venture Agreement.
As a result of this assignment, SECC's interest in the Joint
Venture Company is reduced to 35%.
1.2 SECC hereby agrees with SIT to appoint to the
Board of Directors of the Joint Venture Company one director
selected by SIT as one of the Directors SECC is entitled to
appoint pursuant to Article 22 of the Joint Venture Agreement.
1.3 SECC hereby agrees that it will not be released
from any of its duties or obligations under the Joint Venture
Agreement by virtue of this agreement.
II. SIT.
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2.1 SIT hereby agrees to accept the assignment and
transfer by SECC of a 10% interest in the capital and profits of
the Joint Venture Company, and to assume a 10% obligation with
respect to the balance of the capital contribution to the Joint
Venture Company payable by SECC.
2.2 SIT hereby agrees that it will have only a 10%
economic interest in the Joint Venture Company.
2.3 SIT hereby agrees that it will not assign its
interest in the Joint Venture Company to any third party without
the prior written consent of SECC and CopyTele.
III. COPYTELE.
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3.1 CopyTele hereby consents to the assignment and
transfer by SECC and to SIT upon the terms and subject to the
conditions set forth in this Agreement.
NYFS11...:\95\38995\0004\1196\AGR1236S.050
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement on the day and year first above written.
SHANGHAI ELECTRONIC
COMPONENTS CORP.
By: /s/ Sheng-He Lin
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Name: Sheng-He Lin
Title: Chief Engineer
SHANGHAI INTERNATIONAL TRADE
AND INVESTMENT DEVELOPING
CORP.
By: /s/ Xxxx Xxxxx Shi
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Name: Xxxx Xxxxx Shi
Title: General Manager
COPYTELE, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chairman of the
Board
