ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit
99.2
This AGREEMENT is made this
19th
day of June, 2009, by and among The Ditto Family Trust ("Assignor" or the
“Company”) and
Sunny Isles Venture, LLC, a Florida Limited Liability company ("Assignee" and with
Assignor, the “Parties”).
W I T N E S S E T H:
WHEREAS, Assignor holds a debt
instrument consisting of an invoice which represents a four hundred fifty four
thousand nine hundred sixty seven ($454,967) obligation of Artfest
International, Inc. (the “Debt”) arising on or before June 22, 2009;
and
WHEREAS, the Assignor wishes
to transfer its rights in the Debt to the Assignee;
NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
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1.
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Assignment of Debt. Subject to the
terms and conditions set forth herein, Assignor hereby assigns and
transfers to Assignee, and Assignee agrees to purchase and assume from
Assignor, Debt, provided Artfest International, Inc. agrees to convert the
debt at the higher of $0.001 or 10% of the lowest closing bid price for 10
trading days prior to conversion. As consideration for such Assignment,
Assignee shall pay or require Artfest International, Inc to pay Assignor
the amount of Four hTHundred fifty four thousand nine hundred sixty seven
dollars dollars ($454,967).
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2.
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Assignee Bound.
Assignee hereby accepts the foregoing assignment and transfer and promises
to be bound by and upon all the covenants, agreements, terms and
conditions set forth therein.
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3.
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Benefit
and Assignments. This Agreement shall be binding
upon and inure to the benefit of the
parties hereto and their respective successors and assigns; provided that
no party shall assign or transfer all or any portion of this Agreement
without the prior written consent of the other party, and any such
attempted assignment shall be null and void and of no force or
effect.
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4.
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Assignor
warrants and represents that he/she has good title to said Debt, full
authority to sell and transfer same and that said Debt are being sold free
and clear of all liens, encumbrances, liabilities and adverse claims, of
every nature and description. Assignee further warrants that it shall
fully defend, protect, indemnify and save harmless the Assignor and its
lawful successors and assigns from any and all adverse claims, that may be
made by any party against said Debt. Assignee warrants and represents that
he/she has good title to said Debt, full authority to sell and transfer
same and that said Debt is being sold free and clear of all liens,
encumbrances, liabilities and adverse claims, of every nature and
description. Assignor further warrants that it shall fully defend,
protect, indemnify and save harmless the Assignee and its lawful
successors and assigns from any and all adverse claim, that may be made by
any party against said Debt.
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5.
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Waiver. Any party hereto
shall have the right to waive compliance by the other of any term,
condition or covenant contained herein. Such waiver shall not
constitute a waiver of any subsequent failure to comply with the same or
any different term, condition or covenant.
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6.
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Applicable Law. Florida,
other than choice of law, shall govern the validity, construction,
interpretation and effect of this Agreement.
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7.
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The
Assignee and Assignor are both (1) an “accredited investor” within the
meaning of Rule 501 of Regulation D of the Securities Act, (2) experienced
in making investments of the kind contemplated by this Agreement, (3)
capable, by reason of its business and financial experience, of evaluating
the relative merits and risks of an investment in the securities, and (4)
able to afford the loss of its investment in the
securities.
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8.
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Headings. The paragraph
headings of this Agreement are for convenience of reference only and do
not form a part of the terms and conditions of this Agreement or give full
notice thereof.
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9.
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Severability. Any
provision hereof that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability, without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
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10.
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Entire
Agreement. This Agreement contains the entire
understanding between the parties, no other representations, warranties or
covenants having induced either party to execute this Agreement, and
supersedes all prior or contemporaneous agreements with respect to the
subject matter hereof. This Agreement may not be amended or
modified in any manner except by a written agreement duly executed by the
party to be charged, and any attempted amendment or modification to the
contrary shall be null and void and of no force or
effect.
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11.
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Joint
Drafting. The parties agree that this Agreement
hereto shall be deemed to have been drafted jointly by all parties hereto,
and no construction shall be made other than with the presumption of such
joint drafting.
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12.
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Counterparts. This
Agreement may be executed by the parties hereto in one or more
counterparts, each of which shall be deemed an original and which together
shall constitute one and the same instrument. In lieu of the
original documents, a facsimile transmission or copy of the original
documents shall be as effective and enforceable as the
original.
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IN WITNESS WHEREOF, each of
the parties hereto has caused this Assignment and Assumption to be executed as
of the day and year first above written.
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Sunny
Isles Venture, LLC
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The
Ditto Family Trust, Xxxxx X. Xxxxx TTee
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By:
/s/ Xxx
Xxxxxx
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By:
/s/
Xxxxx X.
Xxxxx
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Print
Name: Xxx Xxxxxx
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Print
Name: Xxxxx X. Xxxxx
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Artfest
International, Inc hereby agrees and confirm the provisions of paragraph one as
it pertains to Artfest International, Inc.
Artfest
International, Inc.
By: /s/
Xxxxxx
Xxxxxx
By: Xxxxxx
Xxxxxx
Its:
CEO
