Exhibit 10.8
Assignment of Limited Liability Company Interest in Y Sake
ASSIGNMENT OF INTEREST IN LIMITED LIABILITY COMPANY
This Assignment is executed this 9th day of December, 2002, and is
executed by XXXX X. XXXXXX ("Assignor") and DRINKS AMERICAS INC., a Delaware
corporation ("Assignee").
Assignor and Assignee hereby agree as follows:
1. For valuable consideration, Assignor hereby assigns
and transfers to Assignee twenty-five percent (25%)
of Assignor's existing right, title and interest in
and to Y Sake LLC, a Hawaii limited liability company
(the "Transferred Amount"). At the time of such
assignment, Assignor shall hold a one hundred percent
(100%) membership interest in Y Sake LLC.
2. Following this assignment of the Transferred Amount,
Assignor shall hold a seventy-five percent (75%)
interest in Y Sake LLC and Assignee shall hold a
twenty-five percent (25%) interest in Y Sake LLC.
3. Assignor hereby warrants to Assignee that Assignor
owns the Transferred Amount, and is assigning the
Transferred Amount to Assignee, free and clear of all
liens and encumbrances.
4. Assignee hereby accepts and assumes the Transferred
Xxxxxx and agrees to enter into the Y Sake LLC
Operating Agreement, substantially in the form
attached hereto as Exhibit A (the "Operating
Agreement"), as a member thereof and be bound by its
terms.
5. Assignee has had an opportunity to review all
documents of and relating to Y Sake LLC and the
Transferred Amount and is aware of and satisfied with
the rights and obligations it shall obtain and assume
as a member of Y Sake LLC pursuant to the Operating
Agreement.
6. Assignor hereby reaffirms all representations and
warranties made in that certain Interest Purchase
Agreement, dated December 9, 2002, between Assignor
and Assignee, related to the Transferred Amount.
7. Assignor shall indemnify and defend Assignee against
all loss, liability and expense of every kind which
Assignee may suffer or incur, including reasonable
attorney's fees and costs, as a result of or arising
out of any failure by Assignor to promptly pay and
perform any and all obligations relating to the
Transferred Amount as and when due.
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8. Assignee shall indemnify and defend Assignor against
all loss, liability and expense of every kind which
Assignor may suffer or incur, including reasonable
attorney's fees and costs, as a result of or arising
out of any failure by Assignee to promptly pay and
perform any and all obligations relating to the
Transferred Amount as and when due.
9. Assignee agrees to perform all its obligations under
that certain Note dated concurrently herewith
including, but not limited to, payment of all sums
due from Assignee to Assignor thereunder when such
sums are due and the obligation to convey sixty
percent (60%) of the Transferred Amount back to
Assignor upon failure of Assignee to perform its
obligations under the Note.
10. This assignment may be executed and endorsed in one
or more original or facsimile counterparts and each
such facsimile counterpart shall, for all purposes,
be deemed to be an original, and all counterparts
shall together constitute one and the same
instrument.
[SIGNATURE PAGE FOLLOWS]
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Executed and effective as provided above.
/s/
---------------------------------------------
XXXX X. XXXXXX
"Assignor"
DRINKS AMERICAS INC.
By: /s/
-----------------------------------------
Name: X. Xxxxxxx Xxxxx
Title: Chief Executive Officer
"Assignee"
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Exhibit A
Y Sake LLC
Operating Agreement
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